Optional Increase in Commitments. Following the Effective Date, the Borrower may, if it so elects, increase the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Lender, which consents will not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided: (i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders; (ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18; (iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and (iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.
Appears in 5 contracts
Sources: Loan Modification and Extension Agreement (Martin Marietta Materials Inc), Loan Modification and Extension Agreement (Martin Marietta Materials Inc), Loan Modification and Extension Agreement (Martin Marietta Materials Inc)
Optional Increase in Commitments. Following the Effective Date, the The Borrower may, if it so electsfrom time to time, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit C, request that the Aggregate Commitment Amount be increased by an aggregate amount (for all such increases) not exceeding $250,000,000 by (a) increasing the Commitment Amount of one or more Lenders that have agreed to such increase (in their sole discretion) and/or (b) adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment Amount in an amount agreed to by any such Additional Lender; provided that (i) any increase in the Aggregate Commitment Amount shall be in an aggregate amount of $25,000,000 or a higher integral multiple of $1,000,000; (ii) no Additional Lender shall be added as a party hereto without the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Lender, the LC Issuers (which consents will shall not be unreasonably withheld) or if an Event of Default or an Unmatured Event of Default exists; (iii) subject to Section 8.07(h), no such increase shall be effective without the written consent of the LC Issuers (which consent shall not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution ; and delivery by (iv) the Borrower and may not request an increase in the Aggregate Commitment Amount unless the Borrower has delivered to the Administrative Agent (with a copy for each Lender) a certificate (A) stating that any applicable governmental authority has approved such Lender or New Lender of an instrument in form increase, (B) attaching evidence, reasonably satisfactory to the Administrative Agent, together with of each such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments approval and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(iC) stating that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth representations and warranties contained in Sections 3.02(c) and (d) shall be satisfied Section 4.01 are correct on and as of the effective date of any such certificate as though made on and as of such date and that no Event of Default or Unmatured Event of Default exists on such date. Any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments Aggregate Commitment Amount pursuant to this Section 2.18 shall not exceed $250,000,000be effective three Business Days after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit C (in the case of an increase in the Commitment Amount of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit C (in the case of the addition of a commercial bank or other Person as a new Lender). On The Administrative Agent shall promptly notify the effective date Borrower and the Lenders of any increase in the aggregate amount of the Commitments Aggregate Commitment Amount pursuant to this Section 2.18 and of the Commitment Amount and Pro Rata Share of each Lender after giving effect thereto. The Borrower shall prepay any Advances outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 8.04(b)) to the extent necessary to keep the outstanding Advances ratable among the Lenders in accordance with any revised Pro Rata Shares arising from any non-ratable increase in the Commitment Amounts under this Section 2.18; provided that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower and each increasing Lender and Additional Lender, as applicable, may make arrangements satisfactory to such parties to cause an increasing Lender or an Additional Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (irather than fund its Pro Rata Share of all outstanding Advances concurrently with the applicable increase) each New Lender shall pay with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment Amount. To the extent that any increase pursuant to this Section 2.18 is not expressly authorized pursuant to resolutions or consents delivered pursuant to Section 3.01(b)(i), the Borrower shall, prior to the effectiveness of such increase, deliver to the Administrative Agent a certificate signed by an amount equal to its pro rata share authorized officer of the aggregate outstanding Loans (Borrower certifying and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has attaching the resolutions or consents that have been increased (an “Increasing Lender”) shall pay adopted to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment approve or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect consent to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.
Appears in 4 contracts
Sources: Credit Agreement (Baltimore Gas & Electric Co), Credit Agreement (Exelon Corp), Credit Agreement (Exelon Corp)
Optional Increase in Commitments. Following The Borrower may, at any time after the first Anniversary Date occurring after the Effective Date, by means of a letter delivered to the Borrower mayAdministrative Agent substantially in the form of Exhibit C, if it so elects, request that the Aggregate Commitment Amount be increased by an aggregate amount (for all such increases) not exceeding $500,000,000 by (a) increasing the Commitment Amount of one or more Lenders that have agreed to such increase (in their sole discretion) and/or (b) adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment Amount in an amount agreed to by any such Additional Lender; provided that (i) any increase in the Aggregate Commitment Amount shall be in an aggregate amount of $25,000,000 or a higher integral multiple of $1,000,000; (ii) no Additional Lender shall be added as a party hereto without the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent Agent, the Swingline Lenders and each Issuing Lender, the LC Issuers (which consents will shall not be unreasonably withheld) or if an Event of Default or an Unmatured Event of Default exists; (iii) subject to Section 8.07(h), no such increase shall be effective without the written consent of the LC Issuers (which consent shall not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution ; and delivery by (iv) the Borrower and may not request an increase in the Aggregate Commitment Amount unless the Borrower has delivered to the Administrative Agent (with a copy for each Lender) a certificate (x) stating that any applicable governmental authority has approved such Lender or New Lender of an instrument in form increase, (y) attaching evidence, reasonably satisfactory to the Administrative Agent, together with of each such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments approval and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(iz) stating that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth representations and warranties contained in Sections 3.02(c) and (d) shall be satisfied Section 4.01 are correct on and as of the effective date of any such certificate as though made on and as of such date and that no Event of Default or Unmatured Event of Default exists on such date. Any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments Aggregate Commitment Amount pursuant to this Section 2.18 shall not exceed $250,000,000be effective three Business Days after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex I to Exhibit C (in the case of an increase in the Commitment Amount of an existing Lender) or assumption letter in the form of Annex II to Exhibit C (in the case of the addition of a commercial bank or other Person as a new Lender). On The Administrative Agent shall promptly notify the effective date Borrower and the Lenders of any increase in the aggregate amount of the Commitments Aggregate Commitment Amount pursuant to this Section 2.18 and of the Commitment Amount and Pro Rata Share of each Lender after giving effect thereto. The Borrower shall prepay any Advances outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 8.04(b)) to the extent necessary to keep the outstanding Advances ratable among the Lenders in accordance with any revised Pro Rata Shares arising from any non-ratable increase in the Commitment Amounts under this Section 2.18; provided that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower and each increasing Lender and Additional Lender, as applicable, may make arrangements satisfactory to such parties to cause an increasing Lender or an Additional Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (irather than fund its Pro Rata Share of all outstanding Advances concurrently with the applicable increase) each New Lender shall pay with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment Amount. To the extent that any increase pursuant to this Section 2.18 is not expressly authorized pursuant to resolutions or consents delivered pursuant to Section 3.01(b)(i), the Borrower shall, prior to the effectiveness of such increase, deliver to the Administrative Agent a certificate signed by an amount equal to its pro rata share authorized officer of the aggregate outstanding Loans (Borrower certifying and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has attaching the resolutions or consents that have been increased (an “Increasing Lender”) shall pay adopted to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment approve or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect consent to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.
Appears in 4 contracts
Sources: Credit Agreement, Credit Agreement (Baltimore Gas & Electric Co), Credit Agreement
Optional Increase in Commitments. Following (i) Subject to the Effective Dateconditions set forth in Section 2.06(c)(ii), upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may, if it so elects, may increase the aggregate amount Commitments then in effect by increasing the Commitment of the Commitments, either by designating a financial institution not theretofore a Lender (or by causing a “New Lender”) Person approved as a Lender by the Administrative Agent to become a Lender (each an “Additional Lender”), subject to the terms and conditions of this Section 2.06(c) (such designation additional Commitments, the “Additional Commitments”).
(ii) If the Borrower elects to be effective only with increase the prior written consent total Commitments by increasing the Commitment of the Administrative Agent and each Issuing a Lender, which consents will not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender shall execute and deliver to the Administrative Agent an agreement substantially in the form of Exhibit H-1 (a “Commitment Increase Agreement”), and the Borrower shall deliver a new Note payable to such Lender in a principal amount equal to its Commitment after giving effect to such increase, and otherwise duly completed.
(iii) If the Borrower elects to increase the total Commitments by causing an Additional Lender to become a party to this Agreement, the Borrower and such approved Additional Lender(s) shall execute and deliver to the Administrative Agent an agreement substantially in the form of Exhibit H-2 (an “Additional Lender Agreement”), such Additional Lender(s) shall deliver to the Administrative Agent an Administrative Questionnaire, and the Borrower shall, if requested by such Additional Lender, deliver a Note payable to such Additional Lender in a principal amount equal to its Commitment, and otherwise duly completed.
(iv) Any increase in the Commitments shall be subject to the following additional conditions:
(A) such increase shall not be less than $50,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the aggregate value of all increases to the Commitments during the Availability Period would exceed $200,000,000;
(B) no Default shall have occurred and be continuing immediately prior to the effective date of such increase or New Lender after giving effect to such increase;
(C) no Lender’s Commitment may be increased without the consent of an instrument such Lender;
(D) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in form respect of such Eurodollar Borrowings unless the Borrower pays any compensation required by Section 5.02 (unless otherwise waived by all Lenders);
(E) the pro forma Consolidated Total Leverage Ratio as of the effective date of such increase (calculated in a manner reasonably satisfactory acceptable to the Administrative Agent) does not exceed the applicable maximum ratio for the last day of the fiscal quarter in which such increase occurs as set forth in Section 9.01(b) assuming that, together with for purposes of calculating the Consolidated Total Leverage Ratio as of such evidence date, the Lenders have made Loans to the Borrower in an aggregate amount equal to the amount of appropriate corporate authorization the aggregate Commitments (including the amount of the increase in the Commitments on such date); and
(F) any Additional Commitments shall be on terms and pursuant to the documentation applicable to the initial Commitments on the part date hereof.
(v) Subject to acceptance and recording thereof pursuant to Section 2.06(c)(vi) from and after the effective date specified in the Commitment Increase Agreement or the Additional Lender Agreement (or if any Eurodollar Borrowings are outstanding, then the last day of the Borrower with Interest Period in respect to the increased Commitments and of such opinions of counsel for Eurodollar Borrowings, unless the Borrower with respect to has paid the compensation, if any, required by Section 5.02): (A) the amount of the Commitments shall be increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such therein, and (B) in the case of an Additional Lender Agreement, any Additional Lender party thereto shall be a party to this Agreement and the other financial institution shall become a Lender with a Commitment as therein set forth Loan Documents and all have the rights and obligations of a Lender with such a Commitment hereunder; provided:
under this Agreement and the other Loan Documents. In addition, (iunless all Lenders have increased their respective Commitments proportionately and there is no Additional Lender) that the then Borrower shall provide prompt notice of such increase borrow from each increasing Lender and Additional Lender and shall make prepayments to the Administrative Agentother Lenders (all without restriction by any otherwise applicable restrictions on borrowing or prepaying hereunder), who and each increasing Lender and/or the Additional Lender, as applicable, shall promptly notify purchase (and the Lenders;
other Lenders shall sell) participation interests in Letters of Credit, such that each Lender (ii) the conditions set forth in Sections 3.02(c) and (dincluding any Additional Lender, if applicable) shall be satisfied on and as hold its Applicable Percentage of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, participation interests in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal after giving effect to the increase in the Commitments.
(vi) Upon its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount a duly completed Commitment Increase Agreement or an Additional Lender Agreement, executed by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders Borrower and the Increasing Lenders in accordance with such Lender’s new Commitment Lender or the increased portion thereof Borrower and the Additional Lender party thereto, as applicable, (B) and the Administrative Questionnaire referred to in Section 2.06(c)(iii), if applicable, the Administrative Agent shall promptly distribute accept such Commitment Increase Agreement or Additional Lender Agreement and record the information contained therein in the Register required to each other Lender its ratable share of the amounts received be maintained by the Administrative Agent pursuant to this paragraph and (C) Section 12.04(c). No increase in the participations of the Lenders in outstanding Letters of Credit Commitments shall be determined effective for purposes of this Agreement unless it has been recorded in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate Register as provided in such increase except in its absolute and sole discretionthis Section 2.06(c)(vi).
Appears in 4 contracts
Sources: Credit Agreement, Credit Agreement (Rice Energy Inc.), Credit Agreement (Rice Midstream Partners LP)
Optional Increase in Commitments. Following The Borrowers may, on one occasion, during the Effective period from the Refinancing Date to the Commitment Termination Date, by means of a letter to the Agent and each Bank substantially in the form of Exhibit 2.15, request that the Banks increase the combined Commitments; provided that (i) such letter shall be accompanied by a certificate of an Authorized Officer of each Borrower as to resolutions of the board of trustees of the Borrower mayapproving such increase, if it so elects, (ii) the amount of the increase in Commitments shall not be less than $50,000,000 and (iii) in no event shall the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with combined Commitments exceed $650,000,000 without the prior written consent of all Banks. Each Bank shall have the Administrative option (in its sole and complete discretion) to subscribe for its proportionate share of such increase, according to its then-existing Pro Rata Share. Each Bank shall respond to the Borrowers' request within 20 Business Days by submitting a response in the form of Attachment 1 to Exhibit 2.15 to the Agent (and any Bank not responding within such period shall be deemed to have declined such request). At the option of the Borrowers, any part of the proposed increase not so subscribed may be assumed, within 10 Business Days after all Banks have responded to (or are deemed to have declined) such request, by one or more existing Banks and/or by one or more Persons meeting the qualifications of an Eligible Assignee, in amounts which are acceptable to the Borrowers; it being understood that any assumption by a Person which is not an existing Bank shall be subject to consent of the Agent and each Issuing Lender, Borrower (which consents will shall not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any Any increase in the combined Commitments pursuant to this Section 2.18;
2.15 shall become effective on the date on which (iiia) the proposed increase has been fully subscribed or each of the Borrowers has notified the Agent that any such Borrower accepts an increase shall be in an amount the combined Commitments which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, less than the aggregate full amount of increases the requested increase (but not less than the amount specified in clause (ii) of the first sentence of this Section 2.15) and (b) the Agent shall have received from each Borrower replacement Notes and/or one or more new Notes in favor of the Banks whose Commitments have changed or been put in place as a result of the increase in the combined Commitments and such other documents as the Banks, through the Agent, shall have reasonably requested from the Borrowers. The Agent shall promptly notify the Borrowers and the Banks of any increase in the amount of the combined Commitments pursuant to this Section 2.18 shall not exceed $250,000,0002.15 and of the Commitment and Pro Rata Share of each Bank after giving effect thereto. On the effective date of any increase Each Borrower acknowledges that, in the aggregate amount order to maintain Loans in accordance with each Bank's Pro Rata Share, a reallocation of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share as a result of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.a non-
Appears in 4 contracts
Sources: Credit Agreement (Van Kampen Prime Rate Income Trust), Credit Agreement (Van Kampen Senior Floating Rate Fund), Credit Agreement (Van Kampen Prime Rate Income Trust)
Optional Increase in Commitments. Following (a) The Borrower shall have the Effective Dateright to increase the total Commitments by obtaining additional Commitments, from one or more of the Lenders and/or one or more other lending institutions, on the condition that (i) no Lender shall be obligated to increase its Commitment, (ii) any such request for an increase shall be in an aggregate amount that is an integral multiple of $5,000,000 and not less than $10,000,000, (iii) the Borrower maymay make a maximum of two such requests, if it so elects, increase the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”iv) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing has approved the identity of any such new Lender, which consents will such approval not to be unreasonably withheld withheld, conditioned or delayed), or by agreeing with an existing (v) any such new Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender assumes all of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment “Lender” hereunder; provided:
, and (ivi) that the Borrower shall provide prompt notice of such increase has delivered to the Administrative AgentAgent a certificate of each Loan Party (in sufficient copies for each Lender) signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, who shall promptly notify and (B) in the Lenders;
(ii) case of the Borrower, certifying that, before and after giving effect to such increase, the conditions set forth in Sections 3.02(c6.02(a) and (db) are satisfied.
(b) Any amendment hereto in connection with an increase of the total Commitments pursuant to Section 2.08(a) shall be satisfied on in form and as substance reasonably satisfactory to the Administrative Agent and shall only require the written signatures of the effective date Administrative Agent, the Borrower and the Lender(s) being added or increasing their respective Commitment(s), as applicable, subject only to the approval of any increase in Commitments pursuant to this Section 2.18;
(iii) that all Lenders if any such increase shall be in an amount which is a multiple of would cause the aggregate Commitments to exceed $10,000,000; and450,000,000.
(ivc) that immediately Within a reasonable time after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the total Commitments pursuant to this Section 2.182.08(a), (i) each New Lender shall pay to the Administrative Agent an amount equal shall, and is hereby authorized and directed to, revise Annex I to its reflect such increase and shall distribute such revised Annex I to each of the Lenders and the Borrower, whereupon such revised Annex I shall replace the old Annex I and become part of this Agreement. On the Business Day following any such increase, unless all Lenders have increased their Commitments proportionately and there is no newly added Lender, the Lender(s) and/or the newly added Lender(s), as applicable, shall purchase a pro rata share portion of the aggregate outstanding Loans (and funded participations, if any, participation interests in Letters of Credit) of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (ii) including any Lender whose Commitment has been increased (an “Increasing newly added Lender”, if applicable) shall pay to hold its Applicable Percentage of the Administrative Agent an amount equal outstanding Loans (and participation interests) after giving effect to the increase in its pro rata share the Commitments. Eurodollar Loans shall not be reallocated among the Lenders prior to the expiration of the aggregate outstanding Loans (and funded participations as above); applicable Interest Period in each case such payments shall be for effect at the account time of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to any such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.
Appears in 2 contracts
Sources: Credit Agreement (Southcross Energy Partners, L.P.), Credit Agreement (Southcross Energy Partners, L.P.)
Optional Increase in Commitments. Following The Borrower may, at any time after the first Anniversary Date occurring after the Effective Date, by means of a letter delivered to the Borrower mayAdministrative Agent substantially in the form of Exhibit C, if it so elects, request that the Aggregate Commitment Amount be increased by an aggregate amount (for all such increases) not exceeding $500,000,000 by (a) increasing the Commitment Amount of one or more Lenders that have agreed to such increase (in their sole discretion) and/or (b) adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment Amount in an amount agreed to by any such Additional Lender; provided that (i) any increase in the Aggregate Commitment Amount shall be in an aggregate amount of $25,000,000 or a higher integral multiple of $1,000,000; (ii) no Additional Lender shall be added as a party hereto without the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent Agent, the Swingline Lenders and each Issuing Lender, the LC Issuers (which consents will shall not be unreasonably withheld withheld) or delayed), if an Event of Default or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution Unmatured Event of Default exists; and delivery by (iii) the Borrower and may not request an increase in the Aggregate Commitment Amount unless the Borrower has delivered to the Administrative Agent (with a copy for each Lender) a certificate (x) stating that any applicable governmental authority has approved such Lender or New Lender of an instrument in form increase, (y) attaching evidence, reasonably satisfactory to the Administrative Agent, together with of each such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments approval and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(iz) stating that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth representations and warranties contained in Sections 3.02(c) and (d) shall be satisfied Section 4.01 are correct on and as of the effective date of any such certificate as though made on and as of such date and that no Event of Default or Unmatured Event of Default exists on such date. Any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments Aggregate Commitment Amount pursuant to this Section 2.18 shall not exceed $250,000,000be effective three Business Days after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit C (in the case of an increase in the Commitment Amount of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit C (in the case of the addition of a commercial bank or other Person as a new Lender). On The Administrative Agent shall promptly notify the effective date Borrower and the Lenders of any increase in the aggregate amount of the Commitments Aggregate Commitment Amount pursuant to this Section 2.18 and of the Commitment Amount and Pro Rata Share of each Lender after giving effect thereto. The Borrower shall prepay any Advances outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 8.04(b)) to the extent necessary to keep the outstanding Advances ratable among the Lenders in accordance with any revised Pro Rata Shares arising from any non-ratable increase in the Commitment Amounts under this Section 2.18; provided that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower and each increasing Lender and Additional Lender, as applicable, may make arrangements satisfactory to such parties to cause an increasing Lender or an Additional Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (irather than fund its Pro Rata Share of all outstanding Advances concurrently with the applicable increase) each New Lender shall pay with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment Amount. To the extent that any increase pursuant to this Section 2.18 is not expressly authorized pursuant to resolutions or consents delivered pursuant to Section 3.01(b)(i), the Borrower shall, prior to the effectiveness of such increase, deliver to the Administrative Agent a certificate signed by an amount equal to its pro rata share authorized officer of the aggregate outstanding Loans (Borrower certifying and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has attaching the resolutions or consents that have been increased (an “Increasing Lender”) shall pay adopted to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment approve or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect consent to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.
Appears in 2 contracts
Sources: Credit Agreement (Commonwealth Edison Co), Credit Agreement
Optional Increase in Commitments. Following (i) Subject to the Effective Dateconditions set forth in Section 2.06(d)(iv) and (vi), upon notice to the Administrative Agent (who shall promptly notify the Lenders), the Borrower may, if it so elects, may elect to increase the aggregate amount Commitments then in effect at any time on or after the Covenant Changeover Date by increasing the Commitment of the Commitments, either by designating a financial institution not theretofore a Lender (or by causing a “New Lender”) Person that at such time is not a Lender to become a Lender (each an “Additional Lender”), subject to the terms and conditions of this Section 2.06(d) (such designation additional Commitments, the “Additional Commitments”). At the time of sending such notice to be effective only the Administrative Agent, the Borrower (in consultation with the prior written consent Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders unless a shorter period is agreed to by the Administrative Agent in its sole discretion).
(ii) Each Lender shall notify the Administrative Agent within the relevant time period specified in the notice referred to in Section 2.06(d)(i) whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested Additional Commitments. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. For the avoidance of doubt, no Lender shall have any obligation to provide any increase in its Commitments unless it agrees to do so in its sole discretion and no Lender shall have any right of first refusal (or similar right) to provide such Additional Commitments.
(iii) Subject to the approval of the Administrative Agent and each the Issuing Lender, Bank (which consents will approvals shall not be unreasonably withheld or delayed) to the same extent their approval would be needed for an assignment to any new lender, the Borrower may also invite additional Eligible Assignees (including prior to, and in lieu of, inviting Lenders) to become Lenders. The Administrative Agent shall notify the Borrower of the Lenders’ and prospective lenders’ responses to each request made under this Section 2.06(d), or by agreeing with an existing . With respect to each Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by elects to increase its Commitment, the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory shall execute and deliver to the Administrative AgentAgent an agreement substantially in the form of Exhibit H-1 (a “Commitment Increase Agreement”), together with such evidence of appropriate corporate authorization on the part of and the Borrower with shall, if requested by such Lender, deliver a new Note payable to such Lender in a principal amount equal to its Commitment after giving effect to such increase, and otherwise duly completed. With respect to each Additional Lender that elects to provide an Additional Commitment, the increased Commitments Borrower and such opinions of counsel for the Borrower with respect approved Additional Lender(s) shall execute and deliver to the increased Commitments as the Administrative Agent may reasonably requestan agreement substantially in the form of Exhibit H-2 (an “Additional Lender Agreement”), such existing Additional Lender(s) shall deliver to the Administrative Agent an Administrative Questionnaire, and the Borrower shall, if requested by such Additional Lender, deliver a Note payable to such Additional Lender in a principal amount equal to its Commitment, and otherwise duly completed.
(iv) Any increase in the Commitments shall be subject to the following additional conditions:
(A) any amendments to this Agreement or any other Loan Document to give effect to any such increase shall be effected solely with the consent of the Borrower, the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and the Lenders or Additional Lenders providing such Commitments;
(B) such increase shall not be less than $25,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the aggregate Commitments would exceed $400,000,000;
(C) no Default or Event of Default shall have a occurred and be continuing immediately prior to the effective date of such increase or after giving effect to such increase;
(D) unless all Lenders have increased their respective Commitments proportionately and there is no Additional Lender, if on the effective date of the increase in Commitments, there are any Eurodollar Loans outstanding, such Eurodollar Loans shall on or prior to such date be prepaid from the proceeds of the Loans made hereunder (reflecting such Additional Commitments), which prepayment shall be accompanied by accrued interest on the Eurodollar Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.02; and
(E) the Borrower shall be in Pro Forma Compliance.
(v) Subject to acceptance and recording thereof pursuant to Section 2.06(d)(vi) from and after the effective date specified in the Commitment Increase Agreement or the Additional Lender Agreement: (A) the amount of the Commitments shall be increased as therein set forth or such therein, and (B) in the case of an Additional Lender Agreement, any Additional Lender party thereto shall be a party to this Agreement and the other financial institution shall become a Lender with a Commitment as therein set forth Loan Documents and all have the rights and obligations of a Lender with such a Commitment hereunder; provided:under this Agreement and the other Loan Documents.
(ivi) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to Upon its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other a duly completed Commitment Increase Agreement or an Additional Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to Agreement, executed by the New Lenders Borrower and the Increasing Lenders in accordance with such Lender’s new Commitment Lender or the increased portion thereof Borrower and the Additional Lender party thereto, as applicable, (B) the Administrative Questionnaire referred to in Section 2.06(d)(iii), if applicable, (C) if requested by the Administrative Agent, an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, which amendment shall only require the signatures of the Borrower, the Administrative Agent and any increasing Lender or Additional Lender, as the case may be, (D) a certificate of a Responsible Officer of each Loan Party (1) certifying as to attached resolutions or written consent(s) approving or consenting to such increase in Commitments or Additional Commitments, as the case may be, and (2) in the case of the Borrower, certifying as to the satisfaction of the conditions set forth in Section 2.06(d)(iv) and in Section 6.02, and (E) to the extent reasonably requested by the Administrative Agent, customary legal opinions and other documents, the Administrative Agent shall promptly distribute accept such Commitment Increase Agreement or Additional Lender Agreement and record the information contained therein in the Register required to each other Lender its ratable share of the amounts received be maintained by the Administrative Agent pursuant to this paragraph and (C) Section 12.04(c). No increase in the participations of the Lenders in outstanding Letters of Credit Commitments shall be determined effective for purposes of this Agreement unless it has been recorded in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate Register as provided in such increase except in its absolute and sole discretionthis Section 2.06(d)(vi).
Appears in 2 contracts
Sources: Credit Agreement (Riviera Resources, Inc.), Credit Agreement (Riviera Resources, LLC)
Optional Increase in Commitments. Following the Effective Date, the The Borrower may, if it so electsfrom time to time, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit C, request that the Aggregate Commitment Amount be increased by an aggregate amount (for all such increases) not exceeding $1,000,000,000 by (a) increasing the Commitment Amount of one or more Lenders that have agreed to such increase (in their sole discretion) and/or (b) adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment Amount in an amount agreed to by any such Additional Lender; provided that (i) any increase in the Aggregate Commitment Amount shall be in an aggregate amount of $25,000,000 or a higher integral multiple of $1,000,000; (ii) no Additional Lender shall be added as a party hereto without the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Lender, the LC Issuers (which consents will shall not be unreasonably withheld) or if an Event of Default or an Unmatured Event of Default exists; (iii) subject to Section 8.07(h), no such increase shall be effective without the written consent of the LC Issuers (which consent shall not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution ; and delivery by (iv) the Borrower and may not request an increase in the Aggregate Commitment Amount unless the Borrower has delivered to the Administrative Agent (with a copy for each Lender) a certificate (A) stating that any applicable governmental authority has approved such Lender or New Lender of an instrument in form increase, (B) attaching evidence, reasonably satisfactory to the Administrative Agent, together with of each such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments approval and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(iC) stating that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth representations and warranties contained in Sections 3.02(c) and (d) shall be satisfied Section 4.01 are correct on and as of the effective date of any such certificate as though made on and as of such date and that no Event of Default or Unmatured Event of Default exists on such date. Any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments Aggregate Commitment Amount pursuant to this Section 2.18 shall not exceed $250,000,000be effective three Business Days after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit C (in the case of an increase in the Commitment Amount of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit C (in the case of the addition of a commercial bank or other Person as a new Lender). On The Administrative Agent shall promptly notify the effective date Borrower and the Lenders of any increase in the aggregate amount of the Commitments Aggregate Commitment Amount pursuant to this Section 2.18 and of the Commitment Amount and Pro Rata Share of each Lender after giving effect thereto. The Borrower shall prepay any Advances outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 8.04(b)) to the extent necessary to keep the outstanding Advances ratable among the Lenders in accordance with any revised Pro Rata Shares arising from any non-ratable increase in the Commitment Amounts under this Section 2.18; provided that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower and each increasing Lender and Additional Lender, as applicable, may make arrangements satisfactory to such parties to cause an increasing Lender or an Additional Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (irather than fund its Pro Rata Share of all outstanding Advances concurrently with the applicable increase) each New Lender shall pay with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment Amount. To the extent that any increase pursuant to this Section 2.18 is not expressly authorized pursuant to resolutions or consents delivered pursuant to Section 3.01(b)(i), the Borrower shall, prior to the effectiveness of such increase, deliver to the Administrative Agent a certificate signed by an amount equal to its pro rata share authorized officer of the aggregate outstanding Loans (Borrower certifying and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has attaching the resolutions or consents that have been increased (an “Increasing Lender”) shall pay adopted to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment approve or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect consent to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.
Appears in 2 contracts
Sources: Credit Agreement (Baltimore Gas & Electric Co), Credit Agreement (Exelon Corp)
Optional Increase in Commitments. Following the Effective Date, the The Borrower may, if it so electsfrom time to time, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit C, request that the Aggregate Commitment Amount be increased by an aggregate amount (for all such increases) not exceeding $1,000,000,000 by (a) increasing the Commitment Amount of one or more Lenders that have agreed to such increase (in their sole discretion) and/or (b) adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment Amount in an amount agreed to by any such Additional Lender; provided that (i) any increase in the Aggregate Commitment Amount shall be in an aggregate amount of $25,000,000 or a higher integral multiple of $1,000,000; (ii) no Additional Lender shall be added as a party hereto without the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Lender, the LC Issuers (which consents will shall not be unreasonably withheld withheld) or delayed), if an Event of Default or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution Unmatured Event of Default exists; and delivery by (iii) the Borrower and may not request an increase in the Aggregate Commitment Amount unless the Borrower has delivered to the Administrative Agent (with a copy for each Lender) a certificate (x) stating that any applicable governmental authority has approved such Lender or New Lender of an instrument in form increase, (y) attaching evidence, reasonably satisfactory to the Administrative Agent, together with of each such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments approval and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(iz) stating that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth representations and warranties contained in Sections 3.02(c) and (d) shall be satisfied Section 4.01 are correct on and as of the effective date of any such certificate as though made on and as of such date and that no Event of Default or Unmatured Event of Default exists on such date. Any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments Aggregate Commitment Amount pursuant to this Section 2.18 shall not exceed $250,000,000be effective three Business Days after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit C (in the case of an increase in the Commitment Amount of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit C (in the case of the addition of a commercial bank or other Person as a new Lender). On The Administrative Agent shall promptly notify the effective date Borrower and the Lenders of any increase in the aggregate amount of the Commitments Aggregate Commitment Amount pursuant to this Section 2.18 and of the Commitment Amount and Pro Rata Share of each Lender after giving effect thereto. The Borrower shall prepay any Advances outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 8.04(b)) to the extent necessary to keep the outstanding Advances ratable among the Lenders in accordance with any revised Pro Rata Shares arising from any non-ratable increase in the Commitment Amounts under this Section 2.18; provided that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower and each increasing Lender and Additional Lender, as applicable, may make arrangements satisfactory to such parties to cause an increasing Lender or an Additional Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (irather than fund its Pro Rata Share of all outstanding Advances concurrently with the applicable increase) each New Lender shall pay with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment Amount. To the extent that any increase pursuant to this Section 2.18 is not expressly authorized pursuant to resolutions or consents delivered pursuant to Section 3.01(b)(i), the Borrower shall, prior to the effectiveness of such increase, deliver to the Administrative Agent a certificate signed by an amount equal to its pro rata share authorized officer of the aggregate outstanding Loans (Borrower certifying and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has attaching the resolutions or consents that have been increased (an “Increasing Lender”) shall pay adopted to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment approve or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect consent to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.
Appears in 2 contracts
Optional Increase in Commitments. Following At any time prior to the Effective Maturity Date, provided no Event of Default shall have occurred and then be continuing, the Borrower may, if it so elects, increase the aggregate amount of the CommitmentsCommitments (subject to proviso (ii) in the next sentence), either by designating a financial institution an Approved Bank not theretofore a Lender (a “New Lender”) Bank to become a Lender Bank (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld or delayed), or withheld) and/or by agreeing with an existing Lender Bank or Banks that such LenderBank’s Commitment (or such Banks’ Commitments) shall be increased. Upon execution and delivery by the Borrower and any such Lender Bank or New Lender other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence delivery of appropriate corporate authorization on new Notes by the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably requestBorrower, such existing Lender Bank shall have a Commitment as therein set forth or such other financial institution Approved Bank shall become a Lender Bank with a Commitment as therein set forth and all the rights and obligations of a Lender Bank with such a Commitment hereunder; providedprovided that:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;Banks; and
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as amount of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, does not cause the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000750,000,000. On the effective date of Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.182.1(b), within five Business Days (iin the case of any Base Rate Loans then outstanding) each New Lender shall pay to or at the Administrative Agent an amount equal to its pro rata share end of the aggregate outstanding then current Interest Period with respect thereto (in the case of any Euro-Dollar Loans (and funded participationsthen outstanding), if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) each Bank’s Pro Rata Share shall be recalculated to reflect such increase in the Administrative Agent Commitments and the outstanding principal balance of the Loans shall promptly distribute be reallocated among the Banks such that the outstanding principal amount of Loans owed to each Bank shall be equal to such Bank’s Pro Rata Share (as recalculated). All payments, repayments and other Lender its ratable share disbursements of the amounts received funds by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit Banks shall thereupon and, at all times thereafter, be determined made in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretioneach Bank’s recalculated Pro Rata Share.
Appears in 2 contracts
Sources: Credit Agreement (Equity Residential), Credit Agreement (Erp Operating LTD Partnership)
Optional Increase in Commitments. Following (i) Subject to the Effective Dateconditions set forth in Section 2.06(c)(ii), the Borrower may, if it so elects, may increase the aggregate amount Commitments then in effect by increasing the Commitments of the Commitments, either by designating a financial institution not theretofore a Lender (or by causing a “New Lender”) Person that is acceptable to the Administrative Agent that at such time is not a Lender to become a Lender (an “Additional Lender”). Notwithstanding anything to the contrary contained in this Agreement, in no case shall an Additional Lender be the Borrower or an Affiliate of a Borrower.
(ii) Any increase in the Commitments shall be subject to the following additional conditions:
(A) such designation to increase shall not be effective only with the prior written consent of less than $25,000,000 unless the Administrative Agent otherwise consents, and each Issuing Lenderno such increase shall be permitted if after giving effect thereto the aggregate Commitments would exceed $400,000,000;
(B) no Default shall have occurred and be continuing on the effective date of such increase;
(C) on the effective date of such increase, which consents will not no Eurodollar Borrowings shall be unreasonably withheld outstanding or delayed)if any Eurodollar Borrowings are outstanding, or then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by agreeing with an existing Lender that such Section 5.02;
(D) no Lender’s Commitment shall may be increased. Upon execution and delivery increased without the consent of such Lender;
(E) the pro forma Consolidated Total Leverage Ratio as of the effective date of such increase (calculated in a manner reasonably acceptable to the Administrative Agent) does not exceed the applicable maximum ratio for the last day of the fiscal quarter in which such increase occurs as set forth in Section 9.01(a) assuming that, for purposes of calculating the Consolidated Total Leverage Ratio as of such date, the Lenders have made Loans to the Borrower in an aggregate amount equal to the amount of the aggregate Commitments (including the amount of the increase in the Commitments on such date); and
(F) if the Borrower elects to increase the Commitments by increasing the Commitments of a Lender, the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory shall execute and deliver to the Administrative AgentAgent a certificate substantially in the form of Exhibit G (an “Commitment Increase Certificate”); and
(G) if the Borrower elects to increase the Commitments by causing an Additional Lender to become a party to this Agreement, then the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H (an “Additional Lender Certificate”), together with an Administrative Questionnaire and a processing and recordation fee of $3,500, and the Borrower shall (1) if requested by the Additional Lender, deliver a Note payable to such evidence of appropriate corporate authorization on Additional Lender in a principal amount equal to its Commitment, and otherwise duly completed and (2) pay any applicable fees as may have been agreed to between the part Borrower, the Additional Lender and/or the Administrative Agent.
(iii) Subject to acceptance and recording thereof pursuant to Section 2.06(c)(iv), from and after the effective date specified in the Commitment Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Borrower with Interest Period in respect to the increased Commitments and of such opinions of counsel for Eurodollar Borrowings, unless the Borrower with respect to has paid compensation required by Section 5.02): (A) the amount of the Commitments shall be increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution therein, and (B) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall become be a Lender with a Commitment as therein set forth party to this Agreement and all have the rights and obligations of a Lender with under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Loans (and participation interests in Letters of Credit) of each of the other Lenders (and such a Commitment hereunder; provided:
Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (iincluding any Additional Lender, if applicable) that shall hold its Applicable Percentage of the Borrower shall provide prompt notice of such increase outstanding Loans (and participation interests) after giving effect to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; andthe Commitments.
(iv) that immediately after such increase is madeUpon its receipt of a duly completed Commitment Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or by the Borrower and the Additional Lender party thereto, as applicable, the aggregate amount processing and recording fee referred to in Section 2.06(c)(ii) and the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, the Administrative Agent shall accept such Commitment Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Commitments shall be effective for purposes of increases this Agreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).
(v) Upon any increase in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant 2.06(c), Annex I to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender Agreement shall be deemed amended to have ratably assigned that portion reflect the Commitment of its outstanding Loans that is being reduced to each Lender (including any Additional Lender) as thereby increased and any resulting changes in the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretionLenders’ Applicable Percentages.
Appears in 2 contracts
Sources: Credit Agreement (Oasis Midstream Partners LP), Credit Agreement (Oasis Midstream Partners LP)
Optional Increase in Commitments. Following At any time prior to the Effective Datedate that is twenty-four (24) months after the date of this Agreement, provided no Event of Default shall have occurred and then be continuing, the Borrower may, if it so elects, increase the aggregate amount of the CommitmentsCommitments (subject to proviso (b) in the next sentence), either by designating a financial institution Qualified Institution not theretofore a Lender (a “New Lender”) Bank to become a Lender Bank (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld or delayed), or withheld) and/or by agreeing with an existing Lender Bank or Banks that such Lender’s Bank's Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender Bank or New Lender other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender Bank shall have a Commitment as therein set forth or such other financial institution Qualified Institution shall become a Lender Bank with a Commitment as therein set forth and all the rights and obligations of a Lender Bank with such a Commitment hereunder; providedprovided that:
(ia) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000Banks; and
(ivb) that immediately after the amount of such increase is madeincrease, together with all other increases in the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall 9.19 since the date of this Agreement, does not cause the Facility Amount to exceed $250,000,000700,000,000. On the effective date of Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.189.19, within five Business Days (iin the case of any Base Rate Loans then outstanding) each New Lender shall pay to or at the Administrative Agent an amount equal to its pro rata share end of the aggregate outstanding then current Interest Period with respect thereto (in the case of any Euro-Dollar Loans (and funded participationsthen outstanding), if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) each Bank's Pro Rata Share shall be recalculated to reflect such increase in the Administrative Agent Commitments and the outstanding principal balance of the Loans shall promptly distribute be reallocated among the Banks such that the outstanding principal amount of Loans owed to each Bank shall be equal to such Bank's Pro Rata Share (as recalculated). All payments, repayments and other Lender its ratable share disbursements of the amounts received funds by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit Banks shall thereupon and, at all times thereafter be determined made in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretioneach Bank's recalculated Pro Rata Share.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Amb Property Corp), Revolving Credit Agreement (Amb Property Corp)
Optional Increase in Commitments. Following the Effective DateAt any time, if no Default shall have occurred and be continuing, the Borrower Borrower, may, if it so elects, increase the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(ia) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(ivb) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,0002,000,000,000 plus the amount of any Transfers made pursuant to Section 2.17. On the effective date of Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.182.16 within five Domestic Business Days, (i) each New Lender in the case of any Group of Base Rate Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Group of Euro-Dollar Loans then outstanding, the Borrower shall pay prepay such Group in its entirety and, to the Administrative Agent an amount equal extent the Borrower elects to its pro rata share of the aggregate outstanding Loans (do so and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay subject to the Administrative Agent an amount equal to conditions specified in Article 3, the increase in its pro rata share of the aggregate outstanding Borrower shall reborrow Committed Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of from the Lenders in outstanding Letters of Credit shall be determined in accordance with proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Committed Loans are held by the Lenders in such proportion. For Effective upon such increase, the avoidance amount of doubtthe participations held by each Lender in each Letter of Credit then outstanding shall be adjusted such that, no existing after giving effect to such adjustments, each Lender shall have any obligation hold participations in each such Letter of Credit in the proportion its respective Commitment bears to participate in the aggregate Commitments after giving effect to such increase except in its absolute and sole discretionincrease.
Appears in 2 contracts
Sources: Credit Agreement (Marathon Oil Corp), Credit Agreement (Marathon Oil Corp)
Optional Increase in Commitments. Following (i) Subject to the Effective Dateconditions set forth in Section 2.06(c)(ii), the Borrower may, if it so elects, may increase the aggregate amount Commitments then in effect by increasing the Commitments of the Commitments, either by designating a financial institution not theretofore a Lender (or by causing a “New Lender”) Person that is acceptable to the Administrative Agent that at such time is not a Lender to become a Lender (an “Additional Lender”). Notwithstanding anything to the contrary contained in this Agreement, in no case shall an Additional Lender be the Borrower or an Affiliate of a Borrower.
(ii) Any increase in the Commitments shall be subject to the following additional conditions:
(A) such designation to increase shall not be effective only with the prior written consent of less than $25,000,000 unless the Administrative Agent otherwise consents, and each Issuing Lenderno such increase shall be permitted if after giving effect thereto the aggregate amount of all such increases in the Commitments would exceed $400,000,000;
(B) no Default shall have occurred and be continuing on the effective date of such increase;
(C) on the effective date of such increase, which consents will not no Eurodollar Borrowings shall be unreasonably withheld outstanding or delayed)if any Eurodollar Borrowings are outstanding, or then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by agreeing with an existing Lender that such Section 5.02;
(D) no Lender’s Commitment shall may be increased. Upon execution and delivery increased without the consent of such Lender;
(E) the pro forma Consolidated Total Leverage Ratio as of the effective date of such increase (calculated in a manner reasonably acceptable to the Administrative Agent) does not exceed the applicable maximum ratio for the last day of the fiscal quarter in which such increase occurs as set forth in Section 9.01(a) assuming that, for purposes of calculating the Consolidated Total Leverage Ratio as of such date, the Lenders have made Loans to the Borrower in an aggregate amount equal to the amount of the aggregate Commitments (including the amount of the increase in the Commitments on such date);
(F) if the Borrower elects to increase the Commitments by increasing the Commitments of a Lender, the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory shall execute and deliver to the Administrative AgentAgent a certificate substantially in the form of Exhibit G (an “Commitment Increase Certificate”); and
(G) if the Borrower elects to increase the Commitments by causing an Additional Lender to become a party to this Agreement, then the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H (an “Additional Lender Certificate”), together with an Administrative Questionnaire and a processing and recordation fee of $3,500, and the Borrower shall (1) if requested by the Additional Lender, deliver a Note payable to such evidence of appropriate corporate authorization on Additional Lender in a principal amount equal to its Commitment, and otherwise duly completed and (2) pay any applicable fees as may have been agreed to between the part Borrower, the Additional Lender and/or the Administrative Agent.
(iii) Subject to acceptance and recording thereof pursuant to Section 2.06(c)(iv), from and after the effective date specified in the Commitment Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Borrower with Interest Period in respect to the increased Commitments and of such opinions of counsel for Eurodollar Borrowings, unless the Borrower with respect to has paid compensation required by Section 5.02): (A) the amount of the Commitments shall be increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution therein, and (B) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall become be a Lender with a Commitment as therein set forth party to this Agreement and all have the rights and obligations of a Lender with under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Loans (and participation interests in Letters of Credit) of each of the other Lenders (and such a Commitment hereunder; provided:
Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (iincluding any Additional Lender, if applicable) that shall hold its Applicable Percentage of the Borrower shall provide prompt notice of such increase outstanding Loans (and participation interests) after giving effect to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; andthe Commitments.
(iv) that immediately after such increase is madeUpon its receipt of a duly completed Commitment Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or by the Borrower and the Additional Lender party thereto, as applicable, the aggregate amount processing and recording fee referred to in Section 2.06(c)(ii) and the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, the Administrative Agent shall accept such Commitment Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Commitments shall be effective for purposes of increases this Agreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).
(v) Upon any increase in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant 2.06, Annex I to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender Agreement shall be deemed amended to have ratably assigned that portion reflect the Commitment of its outstanding Loans that is being reduced to each Lender (including any Additional Lender) as thereby increased and any resulting changes in the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretionLenders’ Applicable Percentages.
Appears in 2 contracts
Sources: Credit Agreement (Rattler Midstream Lp), Credit Agreement (Rattler Midstream Lp)
Optional Increase in Commitments. Following the Effective DateAt any time, if no Default or Unmatured Default shall have occurred and be continuing, the Borrower Company may, if it so elects, increase the aggregate amount of the Commitments, either by designating a one or more banks or other financial institution institutions not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld or delayed), withheld) or by agreeing with an one or more existing Lender Lenders that such Lender’s 's Commitment shall be increased. Upon execution and delivery by the Borrower Company and each such Lender or New Lender bank or other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such bank or other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(ia) that the Borrower Company shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iiib) that any the amount of such increase shall be in an amount which is a multiple of not less than $10,000,000; and
(ivc) that immediately after the amount of such increase is madeincrease, together with all other increases in the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall 2.6 since the date of this Agreement, does not exceed $250,000,00075,000,000. On the effective date of Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.182.6, (i) within five Business Days, in the case of each New Lender Floating Rate Advance then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of each Committed Fixed Rate Advance then outstanding, the Borrower shall pay prepay or repay such Advance in its entirety and, to the Administrative Agent an amount equal extent the Borrower elects to its pro rata share of the aggregate outstanding Loans (do so and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay subject to the Administrative Agent an amount equal to conditions specified in Article IV, the increase in its pro rata share of the aggregate outstanding Borrower shall reborrow Committed Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of from the Lenders in outstanding Letters of Credit shall be determined in accordance with proportion to their respective Commitments after giving effect to such increase. For , until such time as all outstanding Committed Loans are held by the avoidance of doubt, no existing Lender shall have any obligation to participate Lenders in such increase except proportion.
(d) Section 5.4 is amended to read in its absolute and sole discretion.entirety as follows:
Appears in 2 contracts
Sources: Credit Agreement (Servicemaster LTD Partnership), Credit Agreement (Servicemaster LTD Partnership)
Optional Increase in Commitments. Following the Effective Date(a) At any time, if no Default shall have occurred and be continuing, the Borrower may, if it so elects, may increase the aggregate amount of the CommitmentsAggregate Revolving Commitment, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld or delayed), or by agreeing with an one or more existing Lender Lenders that such Lender’s or Lenders’ Revolving Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender Lenders or other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender or Lenders shall have a Revolving Commitment as therein set forth or such other financial institution shall become a Lender with a Revolving Commitment as therein set forth and all the rights and obligations of a Lender with such a Revolving Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(ivii) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 Aggregate Revolving Commitment shall not exceed $250,000,000. On the effective date of 200,000,000.
(b) Upon any increase in the aggregate amount Aggregate Revolving Commitment pursuant to Section 2.10(a) within five Business Days, in the case of any ABR Loans then outstanding, and at the end of the Commitments pursuant to this Section 2.18then current Interest Period with respect thereto, (i) each New Lender in the case of any Eurodollar Loans then outstanding, the Borrower shall pay prepay such Revolving Loans in their entirety and, to the Administrative Agent an amount equal extent the Borrower elects to its pro rata share of the aggregate outstanding Loans (do so and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay subject to the Administrative Agent an amount equal to conditions specified in Section 5.02, the increase in its pro rata share of the aggregate outstanding Borrower shall reborrow Revolving Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of from the Lenders in outstanding Letters of Credit shall be determined in accordance with proportion to their respective Revolving Commitments after giving effect to such increase. For , until such time as all outstanding Revolving Loans are held by the avoidance of doubt, no existing Lender shall have any obligation to participate Lenders in such increase except proportion. Effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit and each Swing Line Loan then outstanding shall be adjusted such that, after giving effective to such adjustments, the Lenders shall hold participations in each such Letter of Credit and Swing Line Loan in the proportion its absolute and sole discretionrespective Revolving Commitment bears to the Aggregate Revolving Commitment after giving effect to such increase.
Appears in 2 contracts
Sources: Credit Agreement (Lifetime Brands, Inc), Credit Agreement (Lifetime Brands, Inc)
Optional Increase in Commitments. Following (i) On and after the Effective September 2015 Delivery Date, provided that the Borrower mayQualifying IPO Effective Date has occurred and subject to the conditions set forth in Section 2.06(d)(iv), if it so elects, increase the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) upon irrevocable written notice to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Lender, which consents will not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;), the Borrower may request an increase of the Commitments then in effect by increasing the Commitment of a Lender or by causing a Person that at such time is not a Lender to become a Lender (each an “Additional Lender”), subject to the terms and conditions of this Section 2.06(d) (such additional Commitments, the “Additional Commitments”). At the time the Borrower sends such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than fifteen (15) Business Days from the date of delivery of such notice to the Administrative Agent).
(ii) Each Lender shall notify the conditions Administrative Agent within the relevant time period specified in the notice referred to in Section 2.06(d)(i) whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than or less than its Applicable Percentage of such requested Additional Commitments. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. With respect to each Lender that so elects to increase its Commitment, the Borrower and such Lender shall execute and deliver to the Administrative Agent an agreement substantially in the form of Exhibit H-1 (a “Commitment Increase Agreement”), and the Borrower shall, if requested by such Lender, deliver a new Note payable to such Lender in a principal amount equal to its Commitment after giving effect to such increase, and otherwise duly completed.
(iii) In the event the Lenders do not, in the aggregate, elect to increase their Commitments in the full amount of the requested Additional Commitments, the Borrower may cause one or more Additional Lenders to become a party to this Agreement, subject to the approval of the Administrative Agent and the Issuing Bank (each such approval not to be unreasonably withheld, conditioned or delayed). In each such instance, the Borrower and such approved Additional Lender(s) shall execute and deliver to the Administrative Agent an agreement substantially in the form of Exhibit H-2 (an “Additional Lender Agreement”), such Additional Lender(s) shall deliver to the Administrative Agent an Administrative Questionnaire, and the Borrower shall, if requested by such Additional Lender, deliver a Note payable to such Additional Lender in a principal amount equal to its Commitment, and otherwise duly completed.
(iv) Any increase in the Commitments shall be subject to the following additional conditions:
(A) such increase shall not be less than $10,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the aggregate Commitments would exceed $400,000,000;
(B) no Default shall have occurred and be continuing immediately prior to the effective date of such increase or after giving effect to such increase;
(C) no Lender’s Commitment may be increased without the consent of such Lender;
(D) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays any compensation required by Section 5.02 (unless otherwise waived by all Lenders);
(E) the Borrower shall be in pro forma compliance with the financial covenants set forth in Sections 3.02(cSection 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent) applicable to the Rolling Period ending on the last day of the fiscal quarter during which such increase becomes effective, as evidenced by a certificate executed by a Responsible Officer attaching the supporting detail for such calculations;
(F) no Material Adverse Change has occurred;
(G) The representations and (d) warranties of each Loan Party set forth in this Agreement and in the other Loan Documents shall be satisfied true and correct in all material respects on and as of the effective date of such increase, except (i) to the extent any increase such representations and warranties are expressly limited to an earlier date, in Commitments pursuant which case, on and as of the date of such increase, such representations and warranties shall continue to this Section 2.18;
be true and correct in all material respects as of such specified earlier date and (iiiii) to the extent that any representation or warranty that is qualified by “material” or “Material Adverse Effect” references therein, such increase representation or warranty shall be true and correct in an amount which is a multiple all respects on and as of $10,000,000the date of such increase; and
(ivH) any Additional Commitments shall be on terms (other than pricing) and pursuant to the documentation applicable to the initial Commitments on the Qualifying IPO Effective Date (the “Initial Commitments”); provided that immediately if the All-in Yield of such Additional Commitments exceeds the All-in Yield in respect of such Initial Commitments by any amount (such difference, the “Yield Differential”) then the Applicable Margin applicable to such Initial Commitments shall be increased such that after giving effect to such increase is made, the aggregate amount of increases in the Commitments Applicable Margin, there is no Yield Differential;
(v) Subject to acceptance and recording thereof pursuant to this Section 2.18 shall not exceed $250,000,000. On 2.06(d)(vi) from and after the effective date of any increase specified in the aggregate Commitment Increase Agreement or the Additional Lender Agreement (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid the compensation, if any, required by Section 5.02): (A) the amount of the Commitments pursuant shall be increased as set forth therein, and (B) in the case of an Additional Lender Agreement, any Additional Lender party thereto shall be a party to this Section 2.18Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, (iunless all Lenders have increased their respective Commitments proportionately and there is no Additional Lender) each New increasing Lender and/or the Additional Lender, as applicable, shall pay to the Administrative Agent an amount equal to its purchase a pro rata share portion of the aggregate outstanding Loans (and funded participations, if any, participation interests in Letters of Credit) of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (ii) including any Lender whose Commitment has been increased (an “Increasing Additional Lender”, if applicable) shall pay to hold its Applicable Percentage of the Administrative Agent an amount equal outstanding Loans (and participation interests) after giving effect to the increase in the Commitments.
(vi) Upon its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other a duly completed Commitment Increase Agreement or an Additional Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to Agreement, executed by the New Lenders Borrower and the Increasing Lenders in accordance with such Lender’s new Commitment Lender or the increased portion thereof Borrower and the Additional Lender party thereto, as applicable, (B) the Administrative Questionnaire referred to in Section 2.06(d)(iii), if applicable, (C) if requested by the Administrative Agent, an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent, which amendment shall only require the signatures of the Borrower, the Administrative Agent and any increasing Lender or Additional Lender, as the case may be, (D) a certificate of a Responsible Officer of each Loan Party (1) certifying as to attached resolutions or written consent(s) of the board of directors, manager(s), members(s), or other appropriate equivalent governing Person or body of each Loan Party approving or consenting to such increase in Commitments or Additional Commitments, as the case may be, and (2) in the case of the Borrower, certifying as to the satisfaction of the conditions set forth in Section 2.06(d)(iv) and in Section 6.02, and (E) customary legal opinions and other documents reasonably requested by the Administrative Agent, the Administrative Agent shall promptly distribute accept such Commitment Increase Agreement or Additional Lender Agreement and record the information contained therein in the Register required to each other Lender its ratable share of the amounts received be maintained by the Administrative Agent pursuant to this paragraph and (C) Section 12.04(c). No increase in the participations of the Lenders in outstanding Letters of Credit Commitments shall be determined effective for purposes of this Agreement unless it has been recorded in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate Register as provided in such increase except in its absolute and sole discretionthis Section 2.06(d)(vi).
Appears in 2 contracts
Sources: Credit Agreement (PennTex Midstream Partners, LP), Credit Agreement
Optional Increase in Commitments. Following At any time prior to the Effective date that is thirty (30) days prior to the Revolving Availability Termination Date, if no Default shall have occurred and be continuing (or would result after giving effect thereto), the Borrower Borrower, may, if it so elects, increase the aggregate amount of the CommitmentsCommitments (each such increase to be in an aggregate amount that is an integral multiple of $5,000,000 and not less than $10,000,000), either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing the Swingline Lender, which consents consent will not be unreasonably withheld or delayed, and only if such financial institution accepts a Commitment in an aggregate amount that is an integral multiple of $5,000,000 and not less than $10,000,000), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender other financial institution of an instrument (a “Commitment Acceptance”) in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and with all the rights and obligations of a Lender with such a Commitment hereunder, and any such other financial institution shall be deemed to be a Lender for all purposes of this Agreement and the other Loan Documents without any amendment hereto or thereto and without the consent of any other party (other than those required above in this Section 2.05); provided:
(ia) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(iib) that the conditions set forth in Sections 3.02(c) and (d) Borrower shall be satisfied on and as have delivered to the Administrative Agent a copy of the effective date of any increase in Commitments pursuant to this Section 2.18Commitment Acceptance;
(iiic) that any the amount of such increase shall be increase, together with all other increases in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall 2.05 since the date of this Agreement, does not exceed $250,000,00050,000,000;
(d) that, before and after giving effect to such increase, the representations and warranties of the Borrower contained in Article 3 of this Agreement shall be true and correct; and
(e) that the Administrative Agent shall have received such evidence (including an opinion of Borrower’s counsel) as it may reasonably request to confirm the Borrower’s due authorization of the transactions contemplated by this Section 2.05 and the validity and enforceability of the obligations of the Borrower resulting therefrom. On the effective date of any such increase, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders that the conditions set forth in clauses (a) through (e) above have been satisfied. Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.2.05:
Appears in 2 contracts
Sources: Credit Agreement (State Auto Financial CORP), Credit Agreement (State Auto Financial CORP)
Optional Increase in Commitments. Following At any time prior to the Effective Maturity Date, provided no Event of Default shall have occurred and then be continuing, the Borrower may, if it so elects, increase the aggregate amount of the CommitmentsDollar Commitments and/or Alternate Currency Commitments (subject to proviso (ii) in the next sentence), either by designating a financial institution an Approved Bank not theretofore a Lender (a “New Lender”) Bank to become a Lender Bank (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld or delayed), or withheld) and/or by agreeing with an existing Lender Bank or Banks that such LenderBank’s Commitment (or such Banks’ Commitments) shall be increased. Upon execution and delivery by the Borrower and any such Lender Bank or New Lender other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender Bank shall have a Commitment as therein set forth or such other financial institution Approved Bank shall become a Lender Bank with a Commitment as therein set forth and all the rights and obligations of a Lender Bank with such a Commitment hereunder; providedprovided that:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;Banks; and
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as amount of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, does not cause the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,0002,000,000,000, nor the Alternate Currency Commitments to exceed $400,000,000. On the effective date of Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.182.1(b), within five Business Days (iin the case of any Base Rate Loans then outstanding) each New Lender shall pay to or at the Administrative Agent an amount equal to its pro rata share end of the aggregate outstanding then current Interest Period with respect thereto (in the case of any Euro-Dollar Loans (and funded participationsthen outstanding), if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) each Bank’s Pro Rata Share shall be recalculated to reflect such increase in the Administrative Agent Commitments and the outstanding principal balance of the Committed Loans shall promptly distribute be reallocated among the Banks such that the outstanding principal amount of Committed Loans owed to each Bank shall be equal to such Bank’s Pro Rata Share (as recalculated). All payments, repayments and other Lender its ratable share disbursements of the amounts received funds by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit Banks shall thereupon and, at all times thereafter, be determined made in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretioneach Bank’s recalculated Pro Rata Share.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Equity Residential), Revolving Credit Agreement (Erp Operating LTD Partnership)
Optional Increase in Commitments. Following (a) The Borrower shall have the right to increase the total Commitments by obtaining additional Commitments, from one or more of the Lenders and/or one or more other lending institutions, on the condition that (i) no Lender shall be obligated to increase its Commitment, (ii) any such request for an increase shall be in an aggregate amount that is an integral multiple of $5,000,000 and not less than $10,000,000, (iii) the Borrower may make a maximum of two such requests after the Effective Date, the Borrower may, if it so elects, increase the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”iv) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and the Issuing Banks have each Issuing approved the identity of any such new Lender, which consents will such approvals not to be unreasonably withheld withheld, conditioned or delayed), or by agreeing with an existing (v) any such new Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender assumes all of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment “Lender” hereunder; provided:
, (ivi) that the Borrower shall provide prompt notice and its Consolidated Subsidiaries are in compliance on a pro forma basis, before and after giving effect to the incurrence of such increase (and assuming that the increased Commitments are fully drawn), with a Consolidated Senior Secured Leverage Ratio of less than or equal to 4.50 to 1.00, and (vii) the Borrower has delivered to the Administrative AgentAgent a certificate of each Loan Party (in sufficient copies for each Lender) signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, who shall promptly notify and (B) in the Lenders;
(ii) case of the Borrower, certifying that, before and after giving effect to such increase, the conditions set forth in Section 2.08(a)(vi) and Sections 3.02(c6.02(a) and (db) are satisfied.
(b) Any amendment hereto in connection with an increase of the total Commitments pursuant to Section 2.08(a) shall be satisfied on in form and as substance reasonably satisfactory to the Administrative Agent and shall only require the written signatures of the effective date Administrative Agent, the Borrower and the Lender(s) being added or increasing their respective Commitment(s), as applicable, subject only to the approval of any increase in Commitments pursuant to this Section 2.18;
(iii) that all Lenders if any such increase shall be in would cause the aggregate Commitments to exceed an amount which is a multiple equal to the difference of (i) $10,000,000; and
320,000,000 minus (ivii) that immediately after such increase is madean amount equal to the excess, if any, of (A) the aggregate amount of increases in all Incremental Term Loans incurred by the Commitments Borrower pursuant to this Section 2.18 shall not exceed the Term Loan Agreement on or after the Effective Date, over (B) $250,000,000. On 100,000,000.
(c) Within a reasonable time after the effective date of any increase in the aggregate amount of the total Commitments pursuant to this Section 2.182.08(a), (i) each New Lender shall pay to the Administrative Agent an amount equal shall, and is hereby authorized and directed to, revise Annex I to its reflect such increase and shall distribute such revised Annex I to each of the Lenders and the Borrower, whereupon such revised Annex I shall replace the old Annex I and become part of this Agreement. On the Business Day following any such increase, unless all Lenders have increased their Commitments proportionately and there is no newly added Lender, the Lender(s) and/or the newly added Lender(s), as applicable, shall purchase a pro rata share portion of the aggregate outstanding Loans (and funded participations, if any, participation interests in Letters of Credit) of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (ii) including any Lender whose Commitment has been increased (an “Increasing newly added Lender”, if applicable) shall pay to hold its Applicable Percentage of the Administrative Agent an amount equal outstanding Loans (and participation interests) after giving effect to the increase in its pro rata share the Commitments. Eurodollar Loans shall not be reallocated among the Lenders prior to the expiration of the aggregate outstanding Loans (and funded participations as above); applicable Interest Period in each case such payments shall be for effect at the account time of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to any such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.
Appears in 2 contracts
Sources: Revolving Credit Agreement, Revolving Credit Agreement (Southcross Energy Partners, L.P.)
Optional Increase in Commitments. Following Unless a Default or an Event of Default has occurred and is continuing, Borrower, by written notice to the Effective DateAdministrative Agent, shall have the Borrower mayright to, if it so electsand hereby does, request an increase of up to Eleven Billion Yen (JPY 11,000,000,000), and shall have the right to request an additional increase of up to Five Billion Yen (JPY 5,000,000,000) such that the aggregate amount of Commitment after all such increases shall not exceed Forty Billion Yen (JPY 40,000,000,000); provided that for any such request (i) any Bank which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment but shall not have any obligation to so increase its Commitment, and (ii) in the Commitmentsevent that any Bank which is a party to this Agreement prior to such request for increase does not elect to increase its Commitment, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Lenderthe Syndication Agent shall use commercially reasonable efforts to locate additional Qualified Institutions willing to provide commitments for the requested increase, and Borrower may also identify additional Qualified Institutions willing to provide commitments for the requested increase, provided further that the Administrative Agent shall approve any such additional Qualified Institutions, which consents approval will not be unreasonably withheld or delayed), or by agreeing with an existing Lender that . Any such Lender’s Bank willing to increase its Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such requested increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay duly execute and deliver to the Administrative Agent an amount equal a Bank Commitment Increase Agreement. Any such additional Qualified Institution willing and approved to its pro rata share of provide commitments for the aggregate outstanding Loans (requested increase shall duly execute and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay deliver to the Administrative Agent an amount equal a New Bank Joinder Agreement pursuant to which such Qualified Institution shall become a Bank hereunder. In the increase in its pro rata share of event that any Bank or Qualified Institutions commit to any such increase, such Banks and Qualified Institutions shall execute and deliver the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to Bank Commitment Increase Agreement or the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof Bank Joinder Agreement, as applicable, (B) the Administrative Agent Commitment of each committed Bank shall promptly distribute to each other Lender its ratable share be increased, the Pro Rata Shares of the amounts received Banks shall be adjusted, Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Committed Loans so that the Committed Loans are held by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined Banks in accordance with their Commitments Pro Rata Shares after giving effect to such increase, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Banks have agreed to increase their respective Commitments or make new Commitments in response to Borrower’s request for an increase in the aggregate Commitment pursuant to this Section 2.1, in each case without the consent of the Banks other than those Banks increasing their Commitments. For The fees payable by Borrower and the avoidance of doubt, no existing Lender shall have Guarantors upon any obligation to participate in such increase except in the Commitments shall be agreed upon by the Administrative Agent, Borrower and the Guarantors. In addition, if as a result of any such increase in the Commitments, there shall be a reallocation of TIBOR Loans, Borrower shall pay any amounts that may be due pursuant to Section 2.15 hereof. Notwithstanding the foregoing, nothing in this Section 2.1(b) shall constitute or be deemed to constitute an agreement by any Bank to increase its absolute and sole discretionCommitment hereunder.”
Appears in 2 contracts
Sources: Revolving Credit Agreement (Amb Property Corp), Revolving Credit Agreement (Amb Property Lp)
Optional Increase in Commitments. Following At any time prior to the Effective date that is thirty (30) days prior to the Revolving Availability Termination Date, if no Default shall have occurred and be continuing (or would result after giving effect thereto), the Borrower Borrowers, may, if it they so electselect, increase the aggregate amount of the CommitmentsSecured Facility Commitments (each such increase to be in an aggregate amount that is an integral multiple of $10,000,000) or of the Unsecured Facility Commitments (each such increase to be in an aggregate amount that is an integral multiple of $10,000,000) or a combination of both (in such proportion as the Parent shall specify), either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Lenderthe Letter of Credit Issuer, which consents consent will not be unreasonably withheld or delayed, and only if such financial institution accepts a Commitment in an aggregate amount that is an integral multiple of $10,000,000), or by agreeing with an one or more existing Lender Lenders that such Lender’s Lenders’ respective, as applicable, Secured Facility Commitment or Unsecured Facility Commitment shall be increased. Upon execution and delivery by the Borrower Borrowers and such Lender or New Lender other financial institution of an instrument (a “Commitment Acceptance”) in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment or Commitments as therein set forth or such other financial institution shall become a Lender with a Commitment or Commitments as therein set forth and with all the rights and obligations of a Lender with such a Commitment or Commitments hereunder, and any such other financial institution shall be deemed to be a Lender for all purposes of this Agreement and the other Loan Documents without any amendment hereto or thereto and without the consent of any other party (other than those required above in this Section 2.11); provided:
(ia) that the Borrower Agent shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(iib) that the conditions set forth in Sections 3.02(c) and (d) Borrower Agent shall be satisfied on and as have delivered to the Administrative Agent a copy of the effective date of any increase in Commitments pursuant to this Section 2.18Commitment Acceptance;
(iiic) that any the amount of such increase shall be increase, together with all other increases in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall 2.11 since the Restatement Effective Date, does not exceed $250,000,000100,000,000;
(d) that, before and after giving effect to such increase, the representations and warranties of the Borrowers contained in Article 3 of this Agreement shall be true and correct in all material respects; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to such qualification therein) in all respects as of such date; and
(e) that the Administrative Agent shall have received such evidence (including an opinion of Borrowers’ counsel) as it may reasonably request to confirm the Borrowers’ due authorization of the transactions contemplated by this Section 2.11 and the validity and enforceability of the obligations of the Borrowers and the Guarantors resulting therefrom. On the effective date of any such increase, the Borrowers shall be deemed to have represented to the Administrative Agent and the Lenders that the conditions set forth in clauses (a) through (e) above have been satisfied. Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, 2.11:
(A) each other Lender within five (5) Business Days, in the case of any Base Rate Borrowings then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Eurodollar Borrowings then outstanding, the Borrowers shall be deemed to have ratably assigned that portion of prepay such Borrowing in its outstanding Loans that is being reduced entirety and, to the New Lenders extent the Borrowers elect to do so and subject to the Increasing Lenders conditions specified in accordance with such Lender’s new Commitment or Article 4, the increased portion thereof as applicable, (B) the Administrative Agent Borrowers shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of reborrow Loans from the Lenders in outstanding Letters of Credit shall be determined in accordance with proportion to their respective Unsecured Facility Commitments after giving effect to such increase. For , until such time as all outstanding Loans are held by the avoidance Lenders in such proportion; provided that, at the request of doubtthe Borrowers, no such repayments and reborrowings shall be effected through deemed repayments and reborrowings, with the Lenders making adjustments in cash among themselves with respect to the Loans then being deemed repaid and reborrowed and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to reallocate among the Lenders the outstanding principal of the Loans and other outstanding amounts, based on the revised Percentages resulting from such increase in the aggregate amount of the Unsecured Facility Commitments; and
(B) each existing Lender whose, as applicable, Secured Facility Commitment or Unsecured Facility Commitment has not increased pursuant to this Section 2.11 (each, a “Non-increasing Lender”) shall be deemed, without further action by any party hereto, to have sold to each Lender whose, as applicable, Secured Facility Commitment or Unsecured Facility Commitment has been assumed or increased under this Section 2.11 (each, an “Increased Commitment Lender”), and each Increased Commitment Lender shall be deemed, without further action by any obligation party hereto, to participate have purchased from each Non-Increasing Lender, a participation (on the terms specified in Section 2.04(e) and 2.05(d), respectively) in each, as applicable, Secured LC Exposure or Unsecured LC Exposure in which such increase except Non-Increasing Lender has acquired a participation in its absolute and sole discretionan amount equal to such Increased Commitment Lender’s Percentage thereof, until such time as all, as applicable, Secured LC Exposures or Unsecured LC Exposures are held by the Lenders in proportion to their respective, as applicable, Secured Facility Commitments or Unsecured Facility Commitments after giving effect to such increase.
Appears in 1 contract
Sources: Credit Agreement (James River Group Holdings, Ltd.)
Optional Increase in Commitments. Following At any time prior to the Effective Datefirst anniversary date hereof, provided no Event of Default shall have occurred and then be continuing, the Borrower may, if it so elects, increase the aggregate amount of the CommitmentsCommitments (subject to proviso (b) in the next sentence), either by designating a financial institution Qualified Institution not theretofore a Lender (a “New Lender”) Bank to become a Lender Bank (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld or delayed), or withheld) and/or by agreeing with an existing Lender Bank or Banks that such LenderBank’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender Bank or New Lender other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender Bank shall have a Commitment as therein set forth or such other financial institution Qualified Institution shall become a Lender Bank with a Commitment as therein set forth and all the rights and obligations of a Lender Bank with such a Commitment hereunder; providedprovided that:
(ia) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000Banks; and
(ivb) that immediately after the amount of such increase is madeincrease, together with all other increases in the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall 9.19 since the date of this Agreement, does not cause the Facility Amount to exceed $250,000,000300,000,000. On the effective date of Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.189.19, within five Business Days (iin the case of any Base Rate Loans then outstanding) each New Lender shall pay to or at the Administrative Agent an amount equal to its pro rata share end of the aggregate outstanding then current Interest Period with respect thereto (in the case of any Euro-Dollar Loans (and funded participationsthen outstanding), if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) each Bank’s Pro Rata Share shall be recalculated to reflect such increase in the Administrative Agent Commitments and the outstanding principal balance of the Loans shall promptly distribute be reallocated among the Banks such that the outstanding principal amount of Loans owed to each Bank shall be equal to such Bank’s Pro Rata Share (as recalculated). All payments, repayments and other Lender its ratable share disbursements of the amounts received funds by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit Banks shall thereupon and, at all times thereafter be determined made in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretioneach Bank’s recalculated Pro Rata Share.
Appears in 1 contract
Sources: Credit Agreement (Amb Property Lp)
Optional Increase in Commitments. Following The Company may from time to time, by means of a letter to the Effective DateAdministrative Agent substantially in the form of Exhibit J, request that the Borrower may, if it so elects, increase Aggregate Commitment be increased by (a) increasing the aggregate amount of the Commitments, either Commitment of one or more Lenders that have agreed to such increase and/or (b) adding an Eligible Assignee as a party hereto with a Commitment in an amount agreed to by designating such Eligible Assignee; provided that (i) no Eligible Assignee shall be added as a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (party hereto unless such designation to be effective only with the prior written consent of Eligible Assignee shall have been approved in writing by the Administrative Agent and each Issuing Lender, (which consents will approval shall not be unreasonably withheld or delayed), (ii) the aggregate amount of all increases permitted pursuant to this Section 2.20 shall not exceed U.S.$100,000,000 (of which not more than U.S.$25,000,000 may be increases in the Canadian Sublimit and not more than U.S.$25,000,000 may be increases in the Dutch Sublimit), (iii) at the time of any such increase and after giving effect thereto, no Event of Default or by agreeing with an existing Lender that Unmatured Event of Default shall exist, (iv) both before and after giving effect to any such Lender’s Commitment increase, the Company shall be increased. Upon execution in pro forma compliance with all financial covenants set forth in Section 7, (v) any such increase shall have the same terms as the Aggregate Commitment, other than the interest rate, facility fees and delivery by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agentupfront fees, together with such evidence of appropriate corporate authorization on the part of the Borrower which may be adjusted with respect to the increased new Commitments under such increase as mutually agreed upon among the Company and the Lenders providing such opinions of counsel for Commitments, and (vi) the Borrower with respect to the increased Commitments Company shall have executed and delivered such documents and instruments as may be reasonably requested by the Administrative Agent may reasonably request, in connection with such increase. Any increase in the amount of the Aggregate Commitment pursuant to this Section 2.20 shall become effective three Business Days after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit J (in the case of an increase in the amount of the Commitment of an existing Lender shall have Lender) or assumption letter in the form of Annex 2 to Exhibit J (in the case of the addition of an Eligible Assignee as a Commitment as therein set forth new Lender) or on such other financial institution shall become a Lender with a Commitment date as therein set forth and all is agreed among the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to Company, the Administrative Agent, who Agent and the increasing or new Lender. The Administrative Agent shall promptly notify the Lenders;
(ii) Company and the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date Lenders of any increase in the aggregate amount of the Commitments Aggregate Commitment pursuant to this Section 2.18, 2.20 (i) each New Lender which notice shall pay to include a schedule substantially in the Administrative Agent an amount equal to its pro rata share form of Schedule 2.1 setting forth the aggregate outstanding Loans (Commitments and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations Total Pro Rata Shares of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase). For The Company acknowledges that, in order to maintain U.S. Loans and Dutch Loans in accordance with each Lender’s Total Pro Rata Share, a reallocation of the avoidance Commitments as a result of doubt, no existing Lender shall have any obligation to participate a non-pro-rata increase in the amount of the Aggregate Commitment may require prepayment of all or portions of outstanding Eurodollar Loans on the date of such increase except (and any such prepayment shall be subject to the provisions of Section 3.4). Notwithstanding any other provision of this Agreement, if the Aggregate Commitment is being increased pursuant to this Section 2.20, the Company, the Administrative Agent, each Additional Lender and each increasing Lender, as applicable, may make arrangements satisfactory to such parties to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Eurodollar Loans of the other Lenders (rather than fund its absolute Total Pro Rata Share of all outstanding Eurodollar Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and sole discretiontransfers of funds in connection with such increase in the Aggregate Commitment.
Appears in 1 contract
Sources: Credit Agreement (Smith a O Corp)
Optional Increase in Commitments. Following (i) Subject to the Effective Dateconditions set forth in Section 2.06(c)(ii), upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may, if it so elects, may increase the aggregate amount Commitments then in effect by increasing the Commitment of the Commitments, either by designating a financial institution not theretofore a Lender (or by causing a “New Lender”) Person approved as a Lender by the Administrative Agent to become a Lender (each an “Additional Lender”), subject to the terms and conditions of this Section 2.06(c) (such designation additional Commitments, the “Additional Commitments”).
(ii) If the Borrower elects to be effective only with increase the prior written consent total Commitments by increasing the Commitment of the Administrative Agent and each Issuing a Lender, which consents will not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender shall execute and deliver to the Administrative Agent an agreement substantially in the form of Exhibit H-1 (a “Commitment Increase Agreement”), and the Borrower shall deliver a new Note payable to such Lender in a principal amount equal to its Commitment after giving effect to such increase, and otherwise duly completed.
(iii) If the Borrower elects to increase the total Commitments by causing an Additional Lender to become a party to this Agreement, the Borrower and such approved Additional Lender(s) shall execute and deliver to the Administrative Agent an agreement substantially in the form of Exhibit H-2 (an “Additional Lender Agreement”), such Additional Lender(s) shall deliver to the Administrative Agent an Administrative Questionnaire, and the Borrower shall, if requested by such Additional Lender, deliver a Note payable to such Additional Lender in a principal amount equal to its Commitment, and otherwise duly completed.
(iv) Any increase in the Commitments shall be subject to the following additional conditions:
(A) such increase shall not be less than $25,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the aggregate value of all increases to the Commitments during the Availability Period would exceed $100,000,000;
(B) no Default shall have occurred and be continuing immediately prior to the effective date of such increase or New Lender after giving effect to such increase;
(C) no Lender’s Commitment may be increased without the consent of an instrument such Lender;
(D) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in form respect of such Eurodollar Borrowings unless the Borrower pays any compensation required by Section 5.02 (unless otherwise waived by all Lenders);
(E) the pro forma Consolidated Total Leverage Ratio as of the effective date of such increase (calculated in a manner reasonably satisfactory acceptable to the Administrative Agent) does not exceed the applicable maximum ratio for the last day of the fiscal quarter in which such increase occurs as set forth in Section 9.01(b) assuming that, together with for purposes of calculating the Consolidated Total Leverage Ratio as of such evidence date, the Lenders have made Loans to the Borrower in an aggregate amount equal to the amount of appropriate corporate authorization the aggregate Commitments (including the amount of the increase in the Commitments on such date); and
(F) any Additional Commitments shall be on terms and pursuant to the documentation applicable to the initial Commitments on the part date hereof.
(v) Subject to acceptance and recording thereof pursuant to Section 2.06(c)(vi) from and after the effective date specified in the Commitment Increase Agreement or the Additional Lender Agreement (or if any Eurodollar Borrowings are outstanding, then the last day of the Borrower with Interest Period in respect to the increased Commitments and of such opinions of counsel for Eurodollar Borrowings, unless the Borrower with respect to has paid the compensation, if any, required by Section 5.02): (A) the amount of the Commitments shall be increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such therein, and (B) in the case of an Additional Lender Agreement, any Additional Lender party thereto shall be a party to this Agreement and the other financial institution shall become a Lender with a Commitment as therein set forth Loan Documents and all have the rights and obligations of a Lender with such a Commitment hereunder; provided:
under this Agreement and the other Loan Documents. In addition, (iunless all Lenders have increased their respective Commitments proportionately and there is no Additional Lender) that then the Borrower shall provide prompt notice of such increase borrow from each increasing Lender and Additional Lender and shall make prepayments to the Administrative Agentother Lenders (all without restriction by any otherwise applicable restrictions on borrowing or prepaying hereunder), who and each increasing Lender and/or the Additional Lender, as applicable, shall promptly notify purchase (and the Lenders;
other Lenders shall sell) participation interests in Letters of Credit, such that each Lender (ii) the conditions set forth in Sections 3.02(c) and (dincluding any Additional Lender, if applicable) shall be satisfied on and as hold its Applicable Percentage of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, participation interests in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal after giving effect to the increase in the Commitments.
(vi) Upon its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount a duly completed Commitment Increase Agreement or an Additional Lender Agreement, executed by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders Borrower and the Increasing Lenders in accordance with such Lender’s new Commitment Lender or the increased portion thereof Borrower and the Additional Lender party thereto, as applicable, (B) and the Administrative Questionnaire referred to in Section 2.06(c)(iii), if applicable, the Administrative Agent shall promptly distribute accept such Commitment Increase Agreement or Additional Lender Agreement and record the information contained therein in the Register required to each other Lender its ratable share of the amounts received be maintained by the Administrative Agent pursuant to this paragraph and (C) Section 12.04(c). No increase in the participations of the Lenders in outstanding Letters of Credit Commitments shall be determined effective for purposes of this Agreement unless it has been recorded in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate Register as provided in such increase except in its absolute and sole discretionthis Section 2.06(c)(vi).
Appears in 1 contract
Sources: Credit Agreement (Rice Energy Inc.)
Optional Increase in Commitments. Following (a) At any time prior to the Effective Term Loan Maturity Date, provided no Event of Default shall have occurred and then be continuing, the Borrower may, if it so electselect to request the establishment of one or more new term loan commitments (the “New Term Loan Commitments” or the “Incremental Commitments”), increase the by up to an aggregate amount not to exceed $130,000,000 for all Incremental Commitments (so that after giving effect to all Incremental Commitments, the sum of the Commitmentsprincipal amount of Term Loans made hereunder and pursuant to Section 2.1 plus the unused amount of Term Loan Commitments does not exceed $330,000,000). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that such Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent. Such Incremental Commitments shall be made either by designating a financial institution Qualified Institution not theretofore a Lender (a “New Lender”) Bank to become a Lender Bank (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld) and/or by agreeing with an existing Bank or Banks that such Bank’s Commitment shall be increased, it being understood that no such existing Bank or Banks shall have any obligation to so increase its Commitment). Any arranger for the Incremental Commitments selected by the Borrower shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Banks or other Persons that are Qualified Institutions willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $25,000,000, (y) any Bank approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment; provided that the Banks will first be afforded the opportunity to provide the Incremental Commitments on a pro rata basis, and if any Bank so approached fails to respond within such ten (10) Business Day period after its receipt of such request, such Bank shall be deemed to have declined to provide such Incremental Commitments, and (z) any Bank or other Person that is a Qualified Institution (each, a “New Term Loan Bank”) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Borrower and the Administrative Agent (such approval not to be unreasonably withheld or delayed), or by agreeing with unless such New Term Loan Bank is an existing Lender that such Lender’s Commitment shall be increasedTerm Loan Bank or an Affiliate of an existing Bank. Upon execution and delivery by the Borrower and such Lender Bank or New Lender other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender Bank shall have a Commitment as therein set forth or such other financial institution Qualified Institution shall become a Lender Bank with a Commitment as therein set forth and all the rights and obligations of a Lender Bank with such a Commitment hereunder; providedprovided that:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;Banks; and
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the such Incremental Commitments, together with all other Incremental Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.189.17 since the date of this Agreement, (i) each New Lender shall pay does not cause the Term Loan Amount to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretionexceed $330,000,000.
Appears in 1 contract
Optional Increase in Commitments. Following The Borrower may, at any time after the first Anniversary Date occurring after the Effective Date, by means of a letter delivered to the Borrower mayAdministrative Agent substantially in the form of Exhibit C, if it so elects, request that the Aggregate Commitment Amount be increased by an aggregate amount (for all such increases) not exceeding $500,000,000 by (a) increasing the Commitment Amount of one or more Lenders that have agreed to such increase (in their sole discretion) and/or (b) adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment Amount in an amount agreed to by any such Additional Lender; provided that (i) any increase in the Aggregate Commitment Amount shall be in an aggregate amount of $25,000,000 or a higher integral multiple of $1,000,000; (ii) no Additional Lender shall be added as a party hereto without the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent Agent, the Swingline Lenders and each Issuing Lender, the LC Issuers (which consents will shall not be unreasonably withheld withheld) or delayed), if an Event of Default or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution Unmatured Event of Default exists; and delivery by (iii) the Borrower and may not request an increase in the Aggregate Commitment Amount unless the Borrower has delivered to the Administrative Agent (with a copy for each Lender) a certificate (x) stating that any applicable governmental authority has approved such Lender or New Lender of an instrument in form increase, (y) attaching evidence, reasonably satisfactory to the Administrative Agent, together with of each such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments approval and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(iz) stating that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth representations and warranties contained in Sections 3.02(c) and (d) shall be satisfied Section 4.01 are correct on and as of the effective date of any such certificate as though made on and as of such date and that no Event of Default or Unmatured Event of Default exists on such date. Any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments Aggregate Commitment Amount pursuant to this Section 2.18 shall not exceed $250,000,000be effective three Business Days after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex I to Exhibit C (in the case of an increase in the Commitment Amount of an existing Lender) or assumption letter in the form of Annex II to Exhibit C (in the case of the addition of a commercial bank or other Person as a new Lender). On The Administrative Agent shall promptly notify the effective date Borrower and the Lenders of any increase in the aggregate amount of the Commitments Aggregate Commitment Amount pursuant to this Section 2.18, 2.18 and of the Commitment Amount and Pro Rata Share of each Lender after giving effect thereto. The Borrower shall prepay any Advances outstanding on the Increase Effective Date (iand pay any additional amounts required pursuant to Section 8.04(b)) each New Lender shall pay to the Administrative Agent an amount equal extent necessary to its pro rata share of keep the aggregate outstanding Loans (and funded participations, if any, Advances ratable among the Lenders in Letters of Credit) and (ii) accordance with any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the revised Pro Rata Shares arising from any non-ratable increase in its pro rata share the Commitment Amounts under this Section 2.18; provided that, notwithstanding any other provision of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by this Agreement, the Administrative Agent, (A) the Borrower and each other increasing Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Additional Lender’s new Commitment or the increased portion thereof , as applicable, (B) may make arrangements satisfactory to such parties to cause an increasing Lender or an Additional Lender to temporarily hold risk participations in the Administrative Agent shall promptly distribute to each other Lender its ratable share outstanding Advances of the amounts received by other Lenders (rather than fund its Pro Rata Share of all outstanding Advances concurrently with the Administrative Agent applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment Amount. To the extent that any increase pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.Section
Appears in 1 contract
Sources: Credit Agreement
Optional Increase in Commitments. Following Unless a Default or an Event of Default has occurred and is continuing, Prologis, by written notice to Administrative Agent (and without the Effective Dateconsent of any Lender other than an Increasing Lender (as defined below)), shall have the Borrower may, if it so elects, right to increase the aggregate amount of the Commitments, either Commitments by designating a financial institution not theretofore a (a) admitting any Qualified Institution as an additional Lender hereunder (each a “New Lender”) to become a Lender or (such designation to be effective only with b) increasing the prior written consent Commitment of the Administrative Agent and each Issuing Lender, which consents will not be unreasonably withheld or delayed), or by agreeing with an any existing Lender that agrees in writing to such increase (each an “Increasing Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory ”), subject to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; providedfollowing conditions:
(i) that no Person shall be admitted as a New Lender without the Borrower shall provide prompt notice approval of such increase to the Administrative Agent, who shall promptly notify the Lenderswhich approval will not be unreasonably withheld, conditioned or delayed;
(ii) the conditions set forth in Sections 3.02(c) each New Lender shall duly execute and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant deliver to this Section 2.18Administrative Agent a New Lender Joinder Agreement;
(iii) that any such increase each Increasing Lender shall be in an amount which is duly execute and deliver to Administrative Agent a multiple of $10,000,000; andLender Commitment Increase Agreement;
(iv) that immediately after such increase is made, the aggregate amount of all increases in the aggregate Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On JPY 20,000,000,000 (such that the effective date aggregate Commitments after all such increases shall not exceed JPY 75,000,000,000);
(v) each increase in the aggregate Commitments shall be in a minimum aggregate amount of any increase JPY 1,000,000,000 (or such lesser amount as Administrative Agent may agree or shall result in the aggregate amount of the Commitments all increases pursuant to this Section 2.18, 2.1(b) being JPY 20,000,000,000);
(ivi) each New Lender shall pay to upon the Administrative Agent an amount equal to its pro rata share effectiveness of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agentincrease, (A) each other Lender the Pro Rata Shares of the Lenders shall be deemed adjusted and (B) the Borrowers shall make such borrowings and repayments as shall be necessary to have ratably assigned effect the reallocation of the Committed Loans so that portion of its outstanding the Committed Loans that is being reduced to are held by the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments Pro Rata Shares after giving effect to such increase. For ;
(vii) if as a result of any such increase in the avoidance Commitments, there shall be a reallocation of doubtYen LIBOR Loans, no existing Lender the applicable Borrowers shall pay any amounts that may be due pursuant to Section 2.11; and
(viii) at least five days prior to the effectiveness of any such increase, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to each Lender that so requests a Beneficial Ownership Certification in relation to such Borrower to the extent such Lender reasonably determines that it is required to obtain a Beneficial Ownership Certification pursuant to the Beneficial Ownership Regulation. Nothing in this Section 2.1(b) shall constitute or be deemed to constitute an agreement by any obligation Lender to participate in such increase except in its absolute and sole discretionCommitment hereunder.
Appears in 1 contract
Optional Increase in Commitments. Following (a) Subject to the Effective Dateconditions set forth below, the Borrower Company may, if it so electsupon at least ten (10) days (or such other period of time agreed to between the Administrative Agent and the Company) prior written notice to the Administrative Agent, increase the aggregate amount of the CommitmentsAggregate Commitments from time to time, either by designating a financial institution lender not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Lender, which consents will shall not be unreasonably withheld or delayed), withheld) or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution increased (thus increasing the Aggregate Commitments); provided that:
(i) no Default or Unmatured Default shall have occurred and delivery be continuing hereunder as of the effective date of such increase;
(ii) the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of such date, except to the Borrower extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date;
(iii) the amount of each such increase in the Aggregate Commitments shall not be less than $10,000,000 (or such other minimum amount agreed to between the Administrative Agent and the Company), and shall not cause the sum of (x) the aggregate increases in the Commitments under this Section 2.19(a) plus (y) the outstanding amount of all New Term Loans made under Section 2.19(b) to exceed $100,000,000;
(iv) the Borrowers and any applicable Lender or New lender not theretofore a Lender, shall execute and deliver to the Administrative Agent, a Lender of an instrument Addition and Acknowledgement Agreement, in form and substance reasonably satisfactory to the Administrative Agent, together Agent and acknowledged by the Administrative Agent and each Borrower;
(v) no existing Lender shall be obligated in any way to increase any of its Commitments unless it has executed and delivered a Lender Addition and Acknowledgement Agreement;
(vi) the Administrative Agent shall consent (which consent shall not be unreasonably withheld) to such increase and the Company shall have complied with such evidence of appropriate corporate authorization on other conditions in connection with such increase as may be reasonably required by the part of Administrative Agent;
(vii) the Borrower interest rates paid with respect to the increased Commitments and such opinions of counsel for the Borrower Commitment shall be identical to those payable with respect to the increased Commitments existing Commitments;
(viii) the Administrative Agent shall have received such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request; and
(ix) a new Lender may not be the Borrower or any Affiliate or Subsidiary of the Borrower. Upon the execution, delivery, acceptance and recording of the Lender Addition and Acknowledgement Agreement, from and after the effective date specified in a Lender Addition and Acknowledgement Agreement, such existing Lender shall have a Commitment as therein set forth or such other financial institution Lender shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder. Upon its receipt of a Lender Addition and Acknowledgement Agreement together with any note or notes, if requested, subject to such addition and assumption and the written consent to such addition and assumption, the Administrative Agent shall, if such Lender Addition and Acknowledgement Agreement has been completed and the other conditions described in this Section 2.19 have been satisfied: (x) accept such Lender Addition and Acknowledgement Agreement; provided(y) record the information contained therein in the Register; and (z) give prompt notice thereof to the Lenders and the Company and deliver to the Lenders a schedule reflecting the new Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Facility Letter of Credit such that, after giving effect thereto, all Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and facility and letter of credit fees. The Borrowers shall make any payments under Section 3.4 resulting from such assignments.
(b) Subject to the conditions set forth below, the Company may, upon at least ten (10) days (or such other period of time agreed to between the Administrative Agent and the Company) prior written notice to the Administrative Agent, request a new credit facility which is a term loan (a “New Term Loan”); provided that:
(i) that no Default or Unmatured Default shall have occurred and be continuing hereunder as of the Borrower shall provide prompt notice effective date of such increase to the Administrative Agent, who shall promptly notify the Lendersincrease;
(ii) the conditions representations and warranties of the Loan Parties set forth in Sections 3.02(c) and (d) the Loan Documents shall be satisfied true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of such date, except to the effective date extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of any increase in Commitments pursuant to this Section 2.18such earlier date;
(iii) that the amount of each such New Term Loan shall not be less than $10,000,000 (or such other minimum amount agreed to between the Administrative Agent and the Company), and shall not cause the sum of (x) the aggregate increases in the Commitments under Section 2.19(a) plus (y) the outstanding amount of any such increase shall be in an amount which is a multiple of New Term Loan (and any other New Term Loans made under this Section 2.19(b)) to exceed $10,000,000; and100,000,000;
(iv) that immediately after such increase is madethe Company and any applicable Lender or lender not theretofore a Lender, shall execute and deliver to the aggregate amount of increases Administrative Agent, a Lender Addition and Acknowledgement Agreement, in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay form and substance reasonably satisfactory to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to acknowledged by the Administrative Agent an amount equal to and the increase in its pro rata share of the aggregate outstanding Loans Company;
(and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (Av) each other no existing Lender shall be deemed obligated in any way to have ratably assigned that portion of its outstanding Loans that is being reduced to the make any New Lenders Term Loan unless it has executed and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, delivered a Lender Addition and Acknowledgement Agreement;
(Bvi) the Administrative Agent shall promptly distribute consent (which consent shall not be unreasonably withheld) to each such increase and the Company shall have complied with such other Lender its ratable share of the amounts received conditions in connection with such increase as may be reasonably required by the Administrative Agent pursuant to this paragraph and Agent;
(Cvii) the participations of Administrative Agent shall have received such supplemental opinions, resolutions, certificates and other documents as the Lenders in outstanding Letters of Credit Administrative Agent may reasonably request;
(viii) the interest rates, amortization and fees applicable to the New Term Loan shall be determined by the Company, the Administrative Agent and the Lenders thereunder;
(ix) the New Term Loans shall constitute “Loans” for all purposes of the Loan Documents;
(x) this Agreement and the other Loan Documents may be amended in a writing executed and delivered by the Borrowers and the Administrative Agent to reflect any technical changes necessary to give effect to such New Term Loan in accordance with their Commitments after giving effect its terms as set forth herein, which may include the addition of such New Term Loan as a separate facility;
(xi) such New Term Loan is on the same terms and conditions as those set forth in this Agreement, except as set forth in (viii) above or to such increase. For the avoidance extent reasonably satisfactory to the Administrative Agent; and
(xii) a new Lender may not be the Company or any Affiliate or Subsidiary of doubt, no existing Lender the Company.
(c) This provisions of Sections 2.19(a) and (b) shall have supersede any obligation provisions in Section 8.2 or with respect to participate in such increase except in its absolute and sole discretionpro rata payments or distributions to the contrary.
Appears in 1 contract
Optional Increase in Commitments. Following The Parent may at any time, by means of a letter to the Effective DateAdministrative Agent and each Lender substantially in the form of Exhibit M, request that the Lenders increase the combined Commitments; provided that (i) such letter shall be 42 accompanied by evidence reasonably satisfactory to the Administrative Agent that the board of directors of each Borrower may, if it so elects, has approved such increase and (ii) in no event shall the aggregate amount of the Commitments, either by designating a financial institution not theretofore a combined Commitments exceed $450,000,000 without the written consent of all Lenders. Each Lender shall have the option (a “New Lender”in its sole and complete discretion) to become subscribe for its proportionate share of such increase, according to its then-existing Pro Rata Share. Each Lender shall respond to the Parent's request within 20 Business Days by submitting a response in the form of Attachment 1 to Exhibit M to the Administrative Agent (and any Lender not responding within such period shall be deemed to have declined such request). At the option of the Parent, any part of the proposed increase not so subscribed may be assumed, within 10 Business Days after all Lenders have responded to (or are deemed to have declined) such designation request, by one or more existing Lenders and/or by one or more Persons meeting the qualifications of an Eligible Assignee, in amounts which are acceptable to the Parent; it being understood that any assumption by a Person which is not an existing Lender shall be effective only with the prior written subject to consent of the Administrative Agent and each Issuing Lender, (which consents will consent shall not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any Any increase in the combined Commitments pursuant to this Section 2.18;
2.17 shall become effective on the earliest to occur of (iiia) the date on which the proposed increase has been fully subscribed, (b) 10 Business Days after the date on which all Lenders have responded to (or are deemed to have declined) the Parent's request for an increase and (c) the date, which shall not be earlier than the date on which all Lenders have responded to (or are deemed to have declined) the Parent's request for an increase, on which the Parent notifies the Administrative Agent that any such the Parent accepts an increase shall be in an amount the combined Commitments which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, less than the aggregate full amount of increases the requested increase. The Administrative Agent shall promptly notify the Parent and the Lenders of any increase in the amount of the combined Commitments pursuant to this Section 2.18 shall not exceed $250,000,0002.17 and of the Commitment and Pro Rata Share of each Lender after giving effect thereto. On The Borrowers acknowledge that, in order to maintain Committed Loans in accordance with each Lender's Pro Rata Share, a reallocation of the effective date Commitments as a result of any a non-pro-rata subscription to an increase in the aggregate amount combined Commitments may require prepayment of all or portions of certain Committed Loans on the Commitments pursuant to this Section 2.18, date of such increase (i) each New Lender and any such prepayment shall pay be subject to the Administrative Agent an amount equal to its pro rata share provisions of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as aboveSection 4.4); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.
Appears in 1 contract
Optional Increase in Commitments. Following Unless a Potential Event of Default or an Event of Default has occurred and is continuing, Borrower, by written notice to the Effective Administrative Agent, may request on multiple occasions, on or before the date that is six (6) months prior to the Revolving Credit Termination Date, that the Borrower may, if it so elects, increase Commitments be increased by an amount not less than Ten Million Dollars ($10,000,000) per request and not more than One Billion Dollars ($1,000,000,000) in the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation that the aggregate Commitments after such increases shall never exceed Five Billion Dollars ($5,000,000,000)); provided that for any such request (i) any Lender which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment but shall not have any obligation to so increase its Commitment, (ii) any Lender which is a party to this Agreement prior to such request for increase that so elects to increase its Commitment shall be effective only with required to increase its Alternative Currency Commitment on a pro rata basis (provided that to the extent any Lender’s Pro Rata Share of Alternative Currency Commitments was zero prior written consent to such increase, then such Lender shall not be required to allocate any portion of such increase to an Alternative Currency Commitment), and (iii) in the event that any Lender which is a party to this Agreement prior to such request for increase does not elect to increase its Commitment, the Administrative Agent and each Issuing Lenderthe Syndication Agent shall use commercially reasonable efforts to locate additional Eligible Assignees willing to provide commitments for the requested increase, and the Borrower may also identify additional Eligible Assignees willing to provide commitments for the requested increase, provided further that the Administrative Agent shall approve any such additional Eligible Assignees, which consents approval will not be unreasonably withheld or delayed). In the event that Eligible Assignees commit to any such increase, or by agreeing with an existing Lender that such Lender’s Commitment the Commitments of the committed Lenders shall be increased. Upon execution , the Pro Rata Shares of the Lenders shall be adjusted, Borrower or the applicable Qualified Borrower shall make such borrowings and delivery repayments as shall be necessary to effect the reallocation of the Committed Loans so that the Committed Loans are held by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments Pro Rata Shares after giving effect to such increase, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or make new Commitments in response to the Borrower’s request for an increase in the aggregate Commitments pursuant to this Section 2.1(d), in each case without the consent of the Lenders other than those Lenders increasing their Commitments. For the avoidance of doubt, no existing Lender shall have The fees payable by Borrower upon any obligation to participate in such increase except in the Commitments shall be agreed upon by the Administrative Agent and Borrower at the time of such increase. In addition, if as a result of any such increase in the Commitments, there shall be a reallocation of Eurodollar Rate Loans, Borrower shall pay any amounts that may be due pursuant to Section 5.2(f) hereof. Notwithstanding the foregoing, nothing in this Section 2.1(d) shall constitute or be deemed to constitute an agreement by any Lender to increase its absolute and sole discretionCommitment hereunder.
Appears in 1 contract
Optional Increase in Commitments. Following the Effective The Company may, from time to time prior to Term Out Date, by means of a letter to the Borrower mayAdministrative Agent substantially in the form of Exhibit G, if it so elects, increase request that the aggregate amount Commitment be increased by (a) increasing the Pro Rata Share of the Commitments, either Commitment of one or more Banks which have agreed to such increase and/or adding one or more commercial banks or other Persons as a party hereto with a Pro Rata Share in an amount agreed to by designating any such commercial bank or other Person; provided that (i) no commercial bank or other Person shall be added as a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with party hereto without the prior written consent of the Administrative Agent and each Issuing Lender, (which consents will consent shall not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s ; (ii) in no event shall the Commitment exceed $110,000,000 without the written consent of all Banks; and (iii) the Commitment under (and as defined in) the Five-Year Agreement shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender of an instrument increased in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect proportion to the increased Commitments and such opinions of counsel for Commitment under this Agreement (provided that the Borrower with respect Five-Year Agreement is then still in effect). Any increase in the Commitment pursuant to this Section 25 shall be effective three Business Days after the increased Commitments as date on which the Administrative Agent may reasonably request, such has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit G (in the case of an increase in the Commitment of an existing Lender shall have a Commitment as therein set forth Bank) or such other financial institution shall become a Lender with a Commitment as therein set forth and all assumption letter in the rights and obligations form of Annex 2 to Exhibit G (in the case of the addition of a Lender with such commercial bank or other Person as a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the new Bank). The Administrative Agent, who Agent shall promptly notify the Lenders;
(ii) Company and the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date Banks of any increase in Commitments the amount of the Commitment pursuant to this Section 2.18;
(iii) that 25 and of the Pro Rata Share of each Bank after giving effect thereto. The Company shall prepay any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On Loans outstanding on the effective date of any increase in the aggregate amount of the Commitments Commitment pursuant to this Section 2.18, 25 (iand pay additional amounts required pursuant to Section 3.4) each New Lender shall pay to the Administrative Agent an amount equal extent necessary to its pro rata share of keep the aggregate outstanding Loans (and funded participations, if any, ratable with any revised Pro Rata Share arising from any nonratable increase in Letters of Credit) and (ii) the Commitment under this Section. This Section shall supersede any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay provisions in Section 24 to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretioncontrary.
Appears in 1 contract
Sources: Credit Agreement (Xtra Corp /De/)
Optional Increase in Commitments. Following At any time prior to the Effective date that is thirty days prior to the Revolving Availability Termination Date, if no Default shall have occurred and be continuing (or would result after giving effect thereto), the Borrower Borrower, may, if it so elects, increase the aggregate amount of the CommitmentsCommitments (each such increase to be in an aggregate amount that is an integral multiple of $5,000,000 and not less than $10,000,000), either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing the Swingline Lender, which consents consent will not be unreasonably withheld or delayed, and only if such financial institution accepts a Commitment in an aggregate amount that is an integral multiple of $5,000,000 and not less than $10,000,000), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender other financial institution of an instrument (a “Commitment Acceptance”) in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and with all the rights and obligations of a Lender with such a Commitment hereunder, and any such other financial institution shall be deemed to be a Lender for all purposes of this Agreement and the other Loan Documents without any amendment hereto or thereto and without the consent of any other party (other than those required above in this Section 2.05); provided:
(ia) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(iib) that the conditions set forth in Sections 3.02(c) and (d) Borrower shall be satisfied on and as have delivered to the Administrative Agent a copy of the effective date of any increase in Commitments pursuant to this Section 2.18Commitment Acceptance;
(iiic) that any the amount of such increase shall be increase, together with all other increases in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall 2.05 since the date of this Agreement, does not exceed $250,000,00050,000,000;
(d) that, before and after giving effect to such increase, the representations and warranties of the Borrower contained in Article 3 of this Agreement shall be true and correct; and
(e) that the Administrative Agent shall have received such evidence (including an opinion of Borrower’s counsel) as it may reasonably request to confirm the Borrower’s due authorization of the transactions contemplated by this Section 2.05 and the validity and enforceability of the obligations of the Borrower resulting therefrom. On the effective date of any such increase, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders that the conditions set forth in clauses (a) through (e) above have been satisfied. Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.182.05:
(x) within five Domestic Business Days, (i) each New Lender in the case of any Base Rate Borrowings then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Eurodollar Borrowings then outstanding, the Borrower shall pay prepay such Borrowing in its entirety and, to the Administrative Agent an amount equal extent the Borrower elects to its pro rata share of the aggregate outstanding Loans (do so and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay subject to the Administrative Agent an amount equal to conditions specified in Article 4, the increase in its pro rata share of the aggregate outstanding Borrower shall reborrow Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of from the Lenders in outstanding Letters of Credit shall be determined in accordance with proportion to their respective Commitments after giving effect to such increase. For , until such time as all outstanding Loans are held by the avoidance of doubt, no Lenders in such proportion; and
(y) each existing Lender whose Commitment has not increased pursuant to this Section 2.05 (each, a “Non-increasing Lender”) shall be deemed, without further action by any party hereto, to have sold to each Lender whose Commitment has been assumed or increased under this Section 2.05 (each, an “Increased Commitment Lender”), and each Increased Commitment Lender shall be deemed, without further action by any obligation party hereto, to participate have purchased from each Non-Increasing Lender, a participation (on the terms specified in Section 2.04(e) respectively) in each Swingline Loan in which such increase except Non-Increasing Lender has acquired a participation in its absolute and sole discretionan amount equal to such Increased Commitment Lender’s Percentage thereof, until such time as all Swingline Exposures are held by the Lenders in proportion to their respective Commitments after giving effect to such increase.
Appears in 1 contract
Optional Increase in Commitments. Following At any time prior to the Effective -------------------------------- Facility A Termination Date, if no Default has occurred and is continuing, the Borrower may, if it so elects, Company shall have the option to increase the aggregate total amount of the Commitments, Commitments either by designating (a) increasing the Commitment of one or more Banks already party to this Agreement or (b) adding a financial institution not theretofore a Lender party hereto (a “"New Lender”--- Bank") as a party to become a Lender (this Agreement. The effectiveness of any such designation increase is ---- subject to be effective only with the prior written consent satisfaction of the Administrative Agent and each Issuing Lender, which consents will not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; providedfollowing conditions:
(i) that the Borrower Company shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lendersother Banks;
(ii) that each Bank whose Commitment is to increase shall have agreed to such increase by a writing addressed to the conditions set forth in Sections 3.02(c) Company and (d) shall be satisfied on and as of to the effective date of any increase in Commitments pursuant to this Section 2.18Agent;
(iii) that any such increase each New Bank shall be in an amount which is a multiple of $10,000,000; andEligible Assignee;
(iv) that immediately after each New Bank shall have executed counterpart signature pages of this Agreement;
(v) the total Commitments, following such increase is madeincrease, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,0001,500,000,000; and
(vi) the total Facility A Commitments, following such increase, shall not exceed $700,000,000 provided, however, that any such increase in the Commitments -------- ------- shall (i) prior to the Facility B Revolving Loan Termination Date, be allocated between the Facility A Commitments and the Facility B Commitments on a pro rata basis such that the proportions of each such type of Commitment as a portion of the total Commitments remains unchanged from such proportions which exist on the date of this Agreement (i.e., 33 1/3% to the Facility A Commitments and 66 2/3% to the Facility B Commitments); and (ii) on or after the Facility B Revolving Termination Date, be allocated entirely to the Facility A Commitments. On Upon any such increase in the effective date Commitments of a Bank already party to this Agreement, the signature page hereto for such Bank shall be deemed to be amended to reflect such increase. If a New Bank becomes a party to this Agreement, the counterpart signatures executed by such New Bank shall indicate the Commitments of such New Bank. In case of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18Commitments, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments Schedule 2.1 shall be for the account of each other Lendermodified accordingly. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.------------
Appears in 1 contract
Sources: Credit Agreement (McKesson Hboc Inc)
Optional Increase in Commitments. Following (a) At any time prior to the Effective Maturity Date, provided no Event of Default shall have occurred and then be continuing, the Borrower may, if it elect to request (A) an increase to the existing Revolving Commitments (any such increase, the “New Revolving Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “New Term Commitments”, together with the New Revolving Commitments, the “Incremental Commitments”), by up to an aggregate amount not to exceed $350,000,000 for all Incremental Commitments (so electsthat after giving effect to all Incremental Commitments, increase the sum of the Revolving Commitments plus the principal amount of Term Loans made hereunder and pursuant to Section 2.1 does not exceed $1,100,000,000); provided, however, that in no event shall the aggregate amount of the CommitmentsNew Revolving Commitments exceed $250,000,000 or the aggregate amount of the New Term Commitments exceed $100,000,000 unless and until, in each case, approved by further action of the Board of Directors of the General Partner. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that such Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent. Such Incremental Commitments shall be made either by designating a financial institution Qualified Institution not theretofore a Lender (a “New Lender”) Bank to become a Lender Bank (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld) and/or by agreeing with an existing Bank or Banks that such Bank’s Commitment shall be increased, it being understood that no such existing Bank or Banks shall have any obligation to so increase its Commitment). Any arranger for the Incremental Commitments selected by the Borrower shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Banks or other Persons that are Qualified Institutions willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $25,000,000, (y) any Bank approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment; provided that the Banks will first be afforded the opportunity to provide the Incremental Commitments on a pro rata basis, and if any Bank so approached fails to respond within such ten (10) Business Day period after its receipt of such request, such Bank shall be deemed to have declined to provide such Incremental Commitments, and (z) any Bank or other Person that is a Qualified Institution (each, a “New Revolving Credit Bank” or “New Term Loan Bank,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Borrower and the Administrative Agent (such approval not to be unreasonably withheld or delayed), or by agreeing with and, in the case of a New Revolving Commitment, the Fronting Banks and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such New Revolving Credit Bank is an existing Lender that Revolving Credit Bank (other than a Defaulting Lender) with a Revolving Commitment at such Lender’s Commitment shall be increasedtime or such New Term Loan Bank is an existing Term Loan Bank or an Affiliate of an existing Bank. Upon execution and delivery by the Borrower and such Lender Bank or New Lender other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender Bank shall have a Commitment as therein set forth or such other financial institution Qualified Institution shall become a Lender Bank with a Commitment as therein set forth and all the rights and obligations of a Lender Bank with such a Commitment hereunder; providedprovided that:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;Banks; and
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase such Incremental Increase, together with all other Incremental Increases in the aggregate amount of the Commitments pursuant to this Section 2.189.17 since the date of this Agreement, does not cause the sum of (ix) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) Term Loan Amount and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (By) the Administrative Agent shall promptly distribute Revolving Loan Amount to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretionexceed $1,100,000,000.
Appears in 1 contract
Optional Increase in Commitments. Following At any time prior to the Effective date that is thirty (30) days prior to the Revolving Availability Termination Date, if no Default shall have occurred and be continuing (or would result after giving effect thereto), the Borrower Borrowers, may, if it they so electselect, increase the aggregate amount of the CommitmentsSecured Facility Commitments (each such increase to be in an aggregate amount that is an integral multiple of $5,000,000) or of the Unsecured Facility Commitments (each such increase to be in an aggregate amount that is an integral multiple of $5,000,000) or a combination of both (in such proportion as the Parent shall specify), either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Lenderthe Letter of Credit Issuer, which consents consent will not be unreasonably withheld or delayed, and only if such financial institution accepts a Commitment in an aggregate amount that is an integral multiple of $5,000,000), or by agreeing with an one or more existing Lender Lenders that such Lender’s Lenders’ respective, as applicable, Secured Facility Commitment or Unsecured Facility Commitment shall be increased. Upon execution and delivery by the Borrower Borrowers and such Lender or New Lender other financial institution of an instrument (a “Commitment Acceptance”) in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment or Commitments as therein set forth or such other financial institution shall become a Lender with a Commitment or Commitments as therein set forth and with all the rights and obligations of a Lender with such a Commitment or Commitments hereunder, and any such other financial institution shall be deemed to be a Lender for all purposes of this Agreement and the other Loan Documents without any amendment hereto or thereto and without the consent of any other party (other than those required above in this Section 2.11); provided:
(ia) that the Borrower Agent shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(iib) that the conditions set forth in Sections 3.02(c) and (d) Borrower Agent shall be satisfied on and as have delivered to the Administrative Agent a copy of the effective date of any increase in Commitments pursuant to this Section 2.18Commitment Acceptance;
(iiic) that any the amount of such increase shall be increase, together with all other increases in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall 2.11 since the Restatement Effective Date, does not exceed $250,000,00050,000,000;
(d) that, before and after giving effect to such increase, the representations and warranties of the Borrowers contained in Article 3 of this Agreement shall be true and correct in all material respects; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to such qualification therein) in all respects as of such date; and
(e) that the Administrative Agent shall have received such evidence (including an opinion of Borrowers’ counsel) as it may reasonably request to confirm the Borrowers’ due authorization of the transactions contemplated by this Section 2.11 and the validity and enforceability of the obligations of the Borrowers and the Guarantors resulting therefrom. On the effective date of any such increase, the Borrowers shall be deemed to have represented to the Administrative Agent and the Lenders that the conditions set forth in clauses (a) through (e) above have been satisfied. Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, 2.11:
(A) each other Lender within five (5) Business Days, in the case of any Base Rate Borrowings then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Eurodollar Borrowings then outstanding, the Borrowers shall be deemed to have ratably assigned that portion of prepay such Borrowing in its outstanding Loans that is being reduced entirety and, to the New Lenders extent the Borrowers elect to do so and subject to the Increasing Lenders conditions specified in accordance with such Lender’s new Commitment or Article 4, the increased portion thereof as applicable, (B) the Administrative Agent Borrowers shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of reborrow Loans from the Lenders in outstanding Letters of Credit shall be determined in accordance with proportion to their respective Unsecured Facility Commitments after giving effect to such increase. For , until such time as all outstanding Loans are held by the avoidance Lenders in such proportion; provided that, at the request of doubtthe Borrowers, no such repayments and reborrowings shall be effected through deemed repayments and reborrowings, with the Lenders making adjustments in cash among themselves with respect to the Loans then being deemed repaid and reborrowed and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to reallocate among the Lenders the outstanding principal of the Loans and other outstanding amounts, based on the revised Percentages resulting from such increase in the aggregate amount of the Unsecured Facility Commitments; and
(B) each existing Lender whose, as applicable, Secured Facility Commitment or Unsecured Facility Commitment has not increased pursuant to this Section 2.11 (each, a “Non-increasing Lender”) shall be deemed, without further action by any party hereto, to have sold to each Lender whose, as applicable, Secured Facility Commitment or Unsecured Facility Commitment has been assumed or increased under this Section 2.11 (each, an “Increased Commitment Lender”), and each Increased Commitment Lender shall be deemed, without further action by any obligation party hereto, to participate have purchased from each Non-Increasing Lender, a participation (on the terms specified in Section 2.04(e) and 2.05(d), respectively) in each, as applicable, Secured LC Exposure or Unsecured LC Exposure in which such increase except Non-Increasing Lender has acquired a participation in its absolute and sole discretionan amount equal to such Increased Commitment Lender’s Percentage thereof, until such time as all, as applicable, Secured LC Exposures or Unsecured LC Exposures are held by the Lenders in proportion to their respective, as applicable, Secured Facility Commitments or Unsecured Facility Commitments after giving effect to such increase.
Appears in 1 contract
Sources: Credit Agreement (James River Group Holdings, Ltd.)
Optional Increase in Commitments. Following The Borrower may, at any time after the first Anniversary Date occurring after the Effective Date, by means of a letter delivered to the Borrower mayAdministrative Agent substantially in the form of Exhibit C, if it so elects, request that the Aggregate Commitment Amount be increased by an aggregate amount (for all such increases) not exceeding $500,000,000 by (a) increasing the Commitment Amount of one or more Lenders that have agreed to such increase (in their sole discretion) and/or (b) adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment Amount in an amount agreed to by any such Additional Lender; provided that (i) any increase in the Aggregate Commitment Amount shall be in an aggregate amount of $25,000,000 or a higher integral multiple of $1,000,000; (ii) no Additional Lender shall be added as a party hereto without the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent Agent, the Swingline Lenders and each Issuing Lender, the LC Issuers (which consents will shall not be unreasonably withheld withheld) or delayed), if an Event of Default or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution Unmatured Event of Default exists; and delivery by (iii) the Borrower and may not request an increase in the Aggregate Commitment Amount unless the Borrower has delivered to the Administrative Agent (with a copy for each Lender) a certificate (x) stating that any applicable governmental authority has approved such Lender or New Lender of an instrument in form increase, (y) attaching evidence, reasonably satisfactory to the Administrative Agent, together with of each such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments approval and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(iz) stating that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth representations and warranties contained in Sections 3.02(c) and (d) shall be satisfied Section 4.01 are correct on and as of the effective date of any such certificate as though made on and as of such date and that no Event of Default or Unmatured Event of Default exists on such date. Any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments Aggregate Commitment Amount pursuant to this Section 2.18 shall not exceed $250,000,000be effective three Business Days after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex I to Exhibit C (in the case of an increase in the Commitment Amount of an existing Lender) or assumption letter in the form of Annex II to Exhibit C (in the case of the addition of a commercial bank or other Person as a new Lender). On The Administrative Agent shall promptly notify the effective date Borrower and the Lenders of any increase in the aggregate amount of the Commitments Aggregate Commitment Amount pursuant to this Section 2.18 and of the Commitment Amount and Pro Rata Share of each Lender after giving effect thereto. The Borrower shall prepay any Advances outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 8.04(b)) to the extent necessary to keep the outstanding Advances ratable among the Lenders in accordance with any revised Pro Rata Shares arising from any non-ratable increase in the Commitment Amounts under this Section 2.18; provided that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower and each increasing Lender and Additional Lender, as applicable, may make arrangements satisfactory to such parties to cause an increasing Lender or an Additional Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (irather than fund its Pro Rata Share of all outstanding Advances concurrently with the applicable increase) each New Lender shall pay with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment Amount. To the extent that any increase pursuant to this Section 2.18 is not expressly authorized pursuant to resolutions or consents delivered pursuant to Section 3.01(b)(i), the Borrower shall, prior to the effectiveness of such increase, deliver to the Administrative Agent a certificate signed by an amount equal to its pro rata share authorized officer of the aggregate outstanding Loans (Borrower certifying and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has attaching the resolutions or consents that have been increased (an “Increasing Lender”) shall pay adopted to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment approve or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect consent to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.
Appears in 1 contract
Optional Increase in Commitments. Following (i) Subject to the Effective Dateconditions set forth in Section 2.07(b)(ii), the Borrower may, if it so elects, may increase the aggregate amount total Commitments then in effect by increasing the Commitment of the Commitments, either by designating a financial institution not theretofore a Lender (or by causing a “New Lender”) Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(ii) Any increase in the Commitments shall be subject to the following additional conditions:
(A) at no time shall the total Commitments exceed the Maximum Credit Amount;
(B) no Default shall have occurred and be continuing at the effective date of such designation increase;
(C) the Borrower shall have paid all compensation required by Section 5.02 (if any);
(D) no Lender’s Commitment may be increased without the consent of such Lender;
(E) if the Borrower elects to be effective only with increase the total Commitments by increasing the Commitment of a Lender, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit G-1 (a “Commitment Increase Certificate”), and if requested by such Lender, the Borrower shall deliver a new Note payable to the order of such Lender in a principal amount equal to its Commitment after giving effect to such increase, and otherwise duly completed;
(F) if the Borrower elects to increase the total Commitments by causing an Additional Lender to become a party to this Agreement, then, upon the prior written consent of the Administrative Agent and each Issuing Lender, which consents will (such consent not to be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Additional Lender or New Lender of an instrument in form reasonably satisfactory shall execute and deliver to the Administrative AgentAgent a certificate substantially in the form of Exhibit G-2 (an “Additional Lender Certificate”), together with an Administrative Questionnaire, and if requested by such evidence of appropriate corporate authorization on the part of Additional Lender, the Borrower with respect shall deliver a Note payable to the increased Commitments order of such Additional Lender in a principal amount equal to its Commitment, and such opinions of counsel for otherwise duly completed; and
(G) the Borrower with respect and its Restricted Subsidiaries shall have delivered to the increased Commitments Administrative Agent such legal opinions, resolutions, amendment to Security Instruments and other documents as the Administrative Agent may reasonably request.
(iii) Subject to acceptance and recording thereof pursuant to Section 2.07(b)(iv), such existing from and after the effective date specified in the Commitment Increase Certificate or the Additional Lender Certificate: (A) the amount of the total Commitments shall have a Commitment be increased as therein set forth or such therein, and (B) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other financial institution shall become a Lender with a Commitment as therein set forth Loan Documents and all have the rights and obligations of a Lender with such under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as pro rata portion of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, participation interests in Letters of Credit) of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (ii) including any Lender whose Commitment has been increased (an “Increasing Additional Lender”, if applicable) shall pay to hold its Applicable Percentage of the Administrative Agent an amount equal outstanding Loans (and participation interests) after giving effect to the increase in the total Commitments.
(iv) Upon its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount a duly completed Commitment Increase Certificate or an Additional Lender Certificate, executed by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders Borrower and the Increasing Lenders in accordance with such Lender’s new Commitment Lender or the increased portion thereof Borrower and the Additional Lender party thereto, as applicable, (B) the Administrative Questionnaire referred to in Section 2.07(b)(ii), if applicable, the written consent of the Administrative Agent to such increase required by Section 2.07(b)(i)(F), and all other documents and payments required by this Section 2.07(b), the Administrative Agent shall promptly distribute accept such Commitment Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to each other Lender its ratable share of the amounts received be maintained by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretionSection 12.04(b)(iv).
Appears in 1 contract
Optional Increase in Commitments. Following the Effective DateAt any time, if no Default shall have occurred and be continuing (or would result after giving effect thereto), the Borrower Borrower, may, if it so elects, increase the aggregate amount of the CommitmentsCommitments (each such increase to be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000), either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each LC Issuing LenderBank, which consents consent will not be unreasonably withheld or delayed, and only if such financial institution accepts a Commitment in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000), or by agreeing with an existing Lender that such Lender’s 's Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender other financial institution of an instrument (a "COMMITMENT ACCEPTANCE") in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(ia) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(iib) that the conditions set forth in Sections 3.02(c) and (d) Borrower shall be satisfied on and as have delivered to the Administrative Agent a copy of the effective date of any increase in Commitments pursuant to this Section 2.18Commitment Acceptance;
(iiic) that any the amount of such increase shall be increase, together with all other increases in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall 2.20 since the date of this Agreement, does not exceed $250,000,000100,000,000;
(d) that, before and after giving effect to such increase, the representations and warranties of the Borrower contained in Article 3 of this Agreement shall be true and correct; and
(e) that the Administrative Agent shall have received such evidence (including an opinion of Borrower's counsel) as it may reasonably request to confirm the Borrower's due authorization of the transactions contemplated by this Section 2.20 and the validity and enforceability of the obligations of the Borrower resulting therefrom. On the effective date of any such increase, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders that the conditions set forth in clauses (a) through (e) above have been satisfied. Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.2.20:
Appears in 1 contract
Optional Increase in Commitments. Following At any time prior to the Effective Datedate that is forty-two (42) months after the date of this Agreement, provided no Event of Default shall have occurred and then be continuing, the Borrower may, if it so elects, increase the aggregate amount of the CommitmentsCommitments (subject to proviso (b) in the next sentence), either by designating a financial institution Qualified Institution not theretofore a Lender (a “New Lender”) Bank to become a Lender Bank (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld or delayed), or withheld) and/or by agreeing with an existing Lender Bank or Banks that such LenderBank’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender Bank or New Lender other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender Bank shall have a Commitment as therein set forth or such other financial institution Qualified Institution shall become a Lender Bank with a Commitment as therein set forth and all the rights and obligations of a Lender Bank with such a Commitment hereunder; providedprovided that:
(ia) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000Banks; and
(ivb) that immediately after the amount of such increase is madeincrease, together with all other increases in the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall 9.19 since the date of this Agreement, does not cause the Facility Amount to exceed $250,000,000700,000,000. On the effective date of Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.189.19, within five Business Days (iin the case of any Base Rate Loans then outstanding) each New Lender shall pay to or at the Administrative Agent an amount equal to its pro rata share end of the aggregate outstanding then current Interest Period with respect thereto (in the case of any Euro-Dollar Loans (and funded participationsthen outstanding), if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) each Bank’s Pro Rata Share shall be recalculated to reflect such increase in the Administrative Agent Commitments and the outstanding principal balance of the Loans shall promptly distribute be reallocated among the Banks such that the outstanding principal amount of Loans owed to each Bank shall be equal to such Bank’s Pro Rata Share (as recalculated). All payments, repayments and other Lender its ratable share disbursements of the amounts received funds by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit Banks shall thereupon and, at all times thereafter be determined made in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretioneach Bank’s recalculated Pro Rata Share.
Appears in 1 contract
Optional Increase in Commitments. Following (a) At any time prior to the Effective Maturity Date, provided no Event of Default shall have occurred and then be continuing, the Borrower may, if it so electselect to request (A) an increase to the existing Revolving Commitments (any such increase, increase the “New Revolving Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “New Term Loan Commitments”, together with the New Revolving Commitments, the “Incremental Commitments”), by up to an aggregate amount not to exceed $500,000,000 for all Incremental Commitments (so that after giving effect to all Incremental Commitments, the sum of the CommitmentsRevolving Commitments plus the principal amount of Term Loans made hereunder and pursuant to Section 2.1 plus the unused amount of Term Loan Commitments does not exceed $1,600,000,000). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that such Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent. Such Incremental Commitments shall be made either by designating a financial institution Qualified Institution not theretofore a Lender (a “New Lender”) Bank to become a Lender Bank (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld) and/or by agreeing with an existing Bank or Banks that such Bank’s Commitment shall be increased, it being understood that no such existing Bank or Banks shall have any obligation to so increase its Commitment). Any arranger for the Incremental Commitments selected by the Borrower shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Banks or other Persons that are Qualified Institutions willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $25,000,000, (y) any Bank approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment; provided that the Banks will first be afforded the opportunity to provide the Incremental Commitments on a pro rata basis, and if any Bank so approached fails to respond within such ten (10) Business Day period after its receipt of such request, such Bank shall be deemed to have declined to provide such Incremental Commitments, and (z) any Bank or other Person that is a Qualified Institution (each, a “New Revolving Credit Bank” or “New Term Loan Bank,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Borrower and the Administrative Agent (such approval not to be unreasonably withheld or delayed), or by agreeing with and, in the case of a New Revolving Commitment and the Fronting Banks (each of which approvals shall not be unreasonably withheld), unless such New Revolving Credit Bank is an existing Lender that Revolving Credit Bank (other than a Defaulting Lender) with a Revolving Commitment at such Lender’s Commitment shall be increasedtime or such New Term Loan Bank is an existing Term Loan Bank or an Affiliate of an existing Bank. Upon execution and delivery by the Borrower and such Lender Bank or New Lender other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender Bank shall have a Commitment as therein set forth or such other financial institution Qualified Institution shall become a Lender Bank with a Commitment as therein set forth and all the rights and obligations of a Lender Bank with such a Commitment hereunder; providedprovided that:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;Banks; and
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the such Incremental Commitments, together with all other Incremental Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.189.17 since the date of this Agreement, does not cause the sum of (ix) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) Term Loan Amount and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (By) the Administrative Agent shall promptly distribute Revolving Loan Amount to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretionexceed $1,600,000,000.
Appears in 1 contract
Optional Increase in Commitments. Following At any time prior to the Effective Datedate that is twenty-four (24) months after the date of this Agreement, on not more than one (1) occasion, provided no Event of Default shall have occurred and then be continuing, the Borrower may, if it so elects, increase the aggregate amount of the CommitmentsCommitments (subject to proviso (ii) in the next sentence), either by designating a financial institution Qualified Institution not theretofore a Lender (a “New Lender”) Bank to become a Lender Bank (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld or delayed), or withheld) and/or by agreeing with an existing Lender Bank or Banks that such LenderBank’s Commitment (or such Banks’ Commitments) shall be increasedincreased (but in no event shall such Bank have any obligation to so increase its Commitment). Upon execution and delivery by the Borrower and any such Lender Bank or New Lender other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender Bank shall have a Commitment as therein set forth or such other financial institution Qualified Institution shall become a Lender Bank with a Commitment as therein set forth and all the rights and obligations of a Lender Bank with such a Commitment hereunder; providedprovided that:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;Banks; and
(ii) the conditions set forth amount of such increase does not cause the aggregate Dollar Commitments to exceed $1,250,000,000, and shall not result in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any an increase in the Alternate Currency Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.182.1(b), within five Business Days (iin the case of any Base Rate Loans then outstanding) each New Lender shall pay to or at the Administrative Agent an amount equal to its pro rata share end of the aggregate outstanding then current Interest Period with respect thereto (in the case of any Euro-Dollar Loans (and funded participationsthen outstanding), if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) each Bank’s Pro Rata Share shall be recalculated to reflect such increase in the Administrative Agent Dollar Commitments and the outstanding principal balance of the Committed Loans shall promptly distribute be reallocated among the Banks such that the outstanding principal Dollar amount of Committed Loans owed to each Bank (including any new Banks) shall be equal to such Bank’s Pro Rata Share (as recalculated). All payments, repayments and other Lender its ratable share disbursements of the amounts received funds by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit Banks shall thereupon and, at all times thereafter, be determined made in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretioneach Bank’s recalculated Pro Rata Share.
Appears in 1 contract
Sources: Revolving Credit Agreement (Eop Operating LTD Partnership)
Optional Increase in Commitments. Following (a) At any time prior to the Effective Maturity Date, provided no Event of Default shall have occurred and then be continuing, the Borrower may, if it so electselect to request (A) an increase to the existing Revolving Commitments (any such increase, increase the “New Revolving Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “New Term Loan Commitments”, together with the New Revolving Commitments, the “Incremental Commitments”), by up to an aggregate amount not to exceed $600,000,000 for all Incremental Commitments (so that after giving effect to all Incremental Commitments, the sum of the CommitmentsRevolving Commitments plus the principal amount of Term Loans made hereunder and pursuant to Section 2.1 plus the unused amount of Term Loan Commitments does not exceed $1,500,000,000). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that such Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent. Such Incremental Commitments shall be made either by designating a financial institution Qualified Institution not theretofore a Lender (a “New Lender”) Bank to become a Lender Bank (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld) and/or by agreeing with an existing Bank or Banks that such Bank’s Commitment shall be increased, it being understood that no such existing Bank or Banks shall have any obligation to so increase its Commitment). Any arranger for the Incremental Commitments selected by the Borrower shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Banks or other Persons that are Qualified Institutions willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $25,000,000, (y) any Bank approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment; provided that the Banks will first be afforded the opportunity to provide the Incremental Commitments on a pro rata basis, and if any Bank so approached fails to respond within such ten (10) Business Day period after its receipt of such request, such Bank shall be deemed to have declined to provide such Incremental Commitments, and (z) any Bank or other Person that is a Qualified Institution (each, a “New Revolving Credit Bank” or “New Term Loan Bank,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Borrower and the Administrative Agent (such approval not to be unreasonably withheld or delayed), or by agreeing with and, in the case of a New Revolving Commitment, the Fronting Banks and the Swingline Lenders (each of which approvals shall not be unreasonably withheld), unless such New Revolving Credit Bank is an existing Lender that Revolving Credit Bank (other than a Defaulting Lender) with a Revolving Commitment at such Lender’s Commitment shall be increasedtime or such New Term Loan Bank is an existing Term Loan Bank or an Affiliate of an existing Bank. Upon execution and delivery by the Borrower and such Lender Bank or New Lender other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender Bank shall have a Commitment as therein set forth or such other financial institution Qualified Institution shall become a Lender Bank with a Commitment as therein set forth and all the rights and obligations of a Lender Bank with such a Commitment hereunder; providedprovided that:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;Banks; and
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase such Incremental Increase, together with all other Incremental Increases in the aggregate amount of the Commitments pursuant to this Section 2.189.17 since the date of this Agreement, does not cause the sum of (ix) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) Term Loan Amount and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (By) the Administrative Agent shall promptly distribute Revolving Loan Amount to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretionexceed $1,500,000,000.
Appears in 1 contract
Optional Increase in Commitments. Following At any time the Effective DateSeller, the Borrower may, if it so elects, increase the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender Purchaser (a “New Lender”Purchaser) to become a Lender Purchaser (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld or delayed), or by agreeing with an existing Lender Purchaser that such Lender’s Purchasers Commitment shall be increased. Upon execution and delivery by the Borrower Seller and such Lender Purchaser or New Lender other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender Purchaser shall have a Commitment as therein set forth or such other financial institution shall become a Lender Purchaser with a Commitment as therein set forth and all the rights and obligations of a Lender Purchaser with such a Commitment hereunder; provided:
(ia) that the Borrower Seller shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the LendersPurchasers;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iiib) that any such increase shall be in an amount which is a multiple of greater than or equal to $10,000,000; and50,000,000;
(ivc) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 2.19, when combined with the aggregate amount of increases in the commitments under the ABF Agreement pursuant to Section 2.21 thereof, shall not exceed $250,000,000600,000,000; and
(d) that the Sellers may elect to increase the aggregate amount of the Commitments pursuant to this Section 2.19 no more than four times in total. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.182.19, (i) each New Lender Purchaser shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) Capital Investments and (ii) any Lender Purchaser (an Increasing Purchaser) whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); Capital Investments, in each case such payments shall be for the account of each other LenderPurchaser. Upon receipt of such amount by the Administrative Agent, (Ai) each other Lender Purchaser shall be deemed to have ratably assigned that portion of its outstanding Loans Capital Investments that is being reduced to the New Lenders Purchasers and the Increasing Lenders Purchasers in accordance with such Lender’s Purchasers new Commitment or the increased portion thereof as applicable, and (Bii) the Administrative Agent shall promptly distribute to each other Lender Purchaser its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretionparagraph.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Lyondell Chemical Co)
Optional Increase in Commitments. Following Unless a Default or an Event of Default has occurred and is continuing, Borrower, by written notice to the Effective DateAdministrative Agent, shall have the Borrower may, if it so elects, right to request an increase of up to Twenty Billion Yen (JPY 20,000,000,000) such that the aggregate amount of Commitment after all such increases shall not exceed Sixty-Five Billion Yen (JPY 65,000,000,000); provided that for any such request (i) any Bank which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment but shall not have any obligation to so increase its Commitment, and (ii) in the Commitmentsevent that any Bank which is a party to this Agreement prior to such request for increase does not elect to increase its Commitment, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent shall use commercially reasonable efforts to locate additional Qualified Institutions willing to provide commitments for the requested increase, and each Issuing LenderBorrower may also identify additional Qualified Institutions willing to provide commitments for the requested increase, provided further that the Administrative Agent shall approve any such additional Qualified Institutions, which consents approval will not be unreasonably withheld or delayed), or by agreeing with an existing Lender that . Any such Lender’s Bank willing to increase its Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such requested increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay duly execute and deliver to the Administrative Agent an amount equal a Bank Commitment Increase Agreement. Any such additional Qualified Institution willing and approved to its pro rata share of provide commitments for the aggregate outstanding Loans (requested increase shall duly execute and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay deliver to the Administrative Agent an amount equal a New Bank Joinder Agreement pursuant to which such Qualified Institution shall become a Bank hereunder. In the increase in its pro rata share of event that any Bank or Qualified Institutions commit to any such increase, such Banks and Qualified Institutions shall execute and deliver the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to Bank Commitment Increase Agreement or the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof Bank Joinder Agreement, as applicable, (B) the Administrative Agent Commitment of each committed Bank shall promptly distribute to each other Lender its ratable share be increased, the Pro Rata Shares of the amounts received Banks shall be adjusted, Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Committed Loans so that the Committed Loans are held by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined Banks in accordance with their Commitments Pro Rata Shares after giving effect to such increase, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Banks have agreed to increase their respective Commitments or make new Commitments in response to Borrower’s request for an increase in the aggregate Commitment pursuant to this Section 2.1, in each case without the consent of the Banks other than those Banks increasing their Commitments. For The fees payable by Borrower and the avoidance of doubt, no existing Lender shall have Guarantors upon any obligation to participate in such increase except in the Commitments shall be agreed upon by the Administrative Agent, Borrower and the Guarantors. In addition, if as a result of any such increase in the Commitments, there shall be a reallocation of Yen LIBOR Loans, Borrower shall pay any amounts that may be due pursuant to Section 2.15 hereof. Notwithstanding the foregoing, nothing in this Section 2.1(b) shall constitute or be deemed to constitute an agreement by any Bank to increase its absolute and sole discretionCommitment hereunder.
Appears in 1 contract
Optional Increase in Commitments. Following Unless a Potential Event of Default or an Event of Default has occurred and is continuing, Borrower, by written notice to the Effective Administrative Agent, may request on multiple occasions, on or before the date that is six (6) months prior to the Revolving Credit Termination Date, that the Borrower may, if it so elects, increase Commitments be increased by an amount not less than Fifteen Million Dollars ($15,000,000) per request and not more than Four Hundred Thirty Five Million Dollars ($435,000,000) in the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation that the aggregate Commitments after such increases shall never exceed Four Billion Dollars ($4,000,000,000)); provided that for any such request (i) any Lender which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment but shall not have any obligation to so increase its Commitment, (ii) any Lender which is a party to this Agreement prior to such request for increase that so elects to increase its Commitment shall be effective only with required to increase its Alternate Currency Commitment on a pro rata basis (provided that to the extent any Lender’s Pro Rata Share of Alternative Currency Commitments was zero prior written consent to such increase, then such Lender shall not be required to allocate any portion of such increase to an Alternative Currency Commitment), and (iii) in the event that any Lender which is a party to this Agreement prior to such request for increase does not elect to increase its Commitment, the Administrative Agent and each Issuing Lenderthe Syndication Agent shall use commercially reasonable efforts to locate additional Eligible Assignees willing to provide commitments for the requested increase, and the Borrower may also identify additional Eligible Assignees willing to provide commitments for the requested increase, provided further that the Administrative Agent shall approve any such additional Eligible Assignees, which consents approval will not be unreasonably withheld or delayed). In the event that Eligible Assignees commit to any such increase, or by agreeing with an existing Lender that such Lender’s Commitment the Commitments of the committed Lenders shall be increased. Upon execution , the Pro Rata Shares of the Lenders shall be adjusted, Borrower shall make such borrowings and delivery repayments as shall be necessary to effect the reallocation of the Committed Loans so that the Committed Loans are held by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments Pro Rata Shares after giving effect to such increase, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or make new Commitments in response to the Borrower’s request for an increase in the aggregate Commitments pursuant to this Section 2.1(d), in each case without the consent of the Lenders other than those Lenders increasing their Commitments. For the avoidance of doubt, no existing Lender shall have The fees payable by Borrower upon any obligation to participate in such increase except in the Commitments shall be agreed upon by the Administrative Agent and Borrower at the time of such increase. In addition, if as a result of any such increase in the Commitments, there shall be a reallocation of Euro-Dollar Rate Loans, Borrower shall pay any amounts that may be due pursuant to Section 5.2(f) hereof. Notwithstanding the foregoing, nothing in this Section 2.1(d) shall constitute or be deemed to constitute an agreement by any Lender to increase its absolute and sole discretionCommitment hereunder.
Appears in 1 contract
Optional Increase in Commitments. Following (a) Subject to the Effective Dateconditions set forth below, the Borrower may, if it so electsupon at least thirty (30) days prior written notice to the Agent and the Lenders, increase the aggregate amount of the Total Revolving Credit Commitments, either by designating a financial institution lender not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents will consent shall not be unreasonably withheld or delayed), withheld) or by agreeing with an existing Lender that such Lender’s 's Commitment shall be increased. Upon execution increased (thus increasing the Total Revolving Credit Commitments); provided that:
(i) no Default or Event of Default shall have occurred and delivery be continuing hereunder as of the effective date;
(ii) any lender not theretofore a Lender shall meet the criteria set forth in the definition of Eligible Assignee;
(iii) the representations and warranties made by the Borrower and contained in ARTICLE V shall be true and correct on and as of the effective date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date);
(iv) the amount of such increase in the Total Revolving Credit Commitments shall not be less than $10,000,000, and shall not cause the Total Revolving Credit Commitments to exceed $60,000,000;
(v) the Borrower and the Lender or New lender not theretofore a Lender, shall execute and deliver to the Agent, for its acceptance and recording in the register pursuant to SECTION 3.7(B), a Lender of an instrument Addition and Acknowledgement Agreement, in form reasonably and substance satisfactory to the Administrative AgentAgent and acknowledged by the Agent and each Guarantor and substantially in the form of EXHIBIT E attached hereto;
(vi) no existing Lender shall be obligated in any way to increase its Revolving Credit Commitment;
(vii) the Borrower shall pay any amount required to be paid pursuant to SECTION 3.4 hereof resulting from the reallocation of Revolving Credit Loans pursuant to the increase in the Total Revolving Credit Commitments;
(viii) the Borrower shall have paid commitment fees to additional Lenders sufficient to induce such Lenders to provide the requested Commitments; and
(ix) the Agent may request any other documents or information in its reasonable discretion.
(b) Upon the execution, together with such evidence of appropriate corporate authorization on the part delivery, acceptance and recording of the Borrower with respect Lender Addition and Acknowledgement Agreement, from and after the effective date specified in a Lender Addition and Acknowledgement Agreement, which effective date shall be five (5) Business Days after the delivery thereof to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably requestAgent, such existing Lender shall have a Revolving Credit Commitment as therein set forth or such other financial institution Lender shall become a Lender with a Revolving Credit Commitment as therein set forth and all the rights and obligations of a Lender with such a Revolving Credit Commitment hereunder; provided.
(c) The Agent shall maintain a copy of each Lender Addition and Acknowledgement Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders and the amount of the Loans with respect to each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Agent and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Registrar shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.
(d) Upon its receipt of a Lender Addition and Acknowledgement Agreement together with any Note or Notes subject to such addition and assumption and the written consent to such addition and assumption, the Agent shall, if such Lender Addition and Acknowledgement Agreement has been completed and is substantially in the form of EXHIBIT E:
(i) that the Borrower shall provide prompt notice of accept such increase to the Administrative Agent, who shall promptly notify the LendersLender Addition and Acknowledgement Agreement;
(ii) record the conditions set forth information contained therein in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;Register; and
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay give prompt notice thereof to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretionBorrower.
Appears in 1 contract
Sources: Loan Agreement (Lason Inc)
Optional Increase in Commitments. Following Unless a Default or an Event of Default has occurred and is continuing, Borrower, by written notice to Administrative Agent, may request on up to two (2) occasions, on or before the Effective Datethird anniversary of the Closing, that the Borrower may, if it so elects, increase Dollar Commitments and/or the Multi-Currency Commitments be increased by an amount not less than Fifty Million Dollars ($50,000,000) per request and not more than Five Hundred Million Dollars ($500,000,000) in the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation that the aggregate Commitments after such increases shall never exceed Two Billion Seven Hundred Million Dollars ($2,700,000,000)); provided that for any such request (i) if requested by Borrower, any Bank which is a party to be effective only with this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Dollar Commitment and/or Multi-Currency Commitment but shall not have any obligation to so increase its Dollar Commitment and/or Multi-Currency Commitment, and (ii) at the prior written consent request of Borrower, the Administrative Agent and each Issuing Lenderthe Syndication Agent shall use commercially reasonable efforts to locate additional Qualified Institutions willing to provide commitments for the requested increase, and Borrower may also identify additional Qualified Institutions willing to provide commitments for the requested increase, provided further that Administrative Agent shall approve any such additional Qualified Institutions, which consents approval will not be unreasonably withheld or delayed). In the event that Qualified Institutions commit to any such increase, or by agreeing with an existing Lender that such Lender’s Commitment the Commitments of the committed Banks shall be increased. Upon execution , the Pro Rata Shares of the Banks shall be adjusted, new Notes shall be issued, Borrower shall make such borrowings and delivery repayments as shall be necessary to effect the reallocation of the Committed Loans so that the Committed Loans are held by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined Banks in accordance with their Commitments Pro Rata Shares after giving effect to such increase, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Banks have agreed to increase their respective Commitments or make new Commitments in response to the Borrower’s request for an increase in the aggregate Commitments pursuant to this Section 2.1(b), in each case without the consent of the Banks other than those Banks increasing their Commitments. For the avoidance of doubt, no existing Lender shall have The fees payable by Borrower upon any obligation to participate in such increase except in the Commitments shall be agreed upon by the Administrative Agent and Borrower at the time of such increase. In addition, if as a result of any such increase in the Commitments, there shall be a reallocation of Euro-Currency Borrowings, Borrower shall pay any amounts that may be due pursuant to Section 2.14 hereof. Notwithstanding the foregoing, nothing in this Section 2.1(b) shall constitute or be deemed to constitute an agreement by any Bank to increase its absolute and sole discretionCommitment hereunder.
Appears in 1 contract
Optional Increase in Commitments. Following (a) Upon notice to the Effective Agent (which shall promptly notify the Purchasers), at any time after the Closing Date, the Borrower maySeller may on up to three different occasions request additional Commitments; provided that (i) after giving effect to any such addition, if it so elects, increase the aggregate amount of all additional Commitments that have been added pursuant to this Section 2.20 shall not exceed $55,000,000 and (ii) any such addition shall be in an aggregate amount of $10,000,000 or any whole multiples of $1,000,000 in excess thereof.
(b) Any such additional Commitments (the “Additional Commitments”) shall be made by increasing the Commitments with the same terms (including termination date, yield and fees) as the existing Commitments.
(c) At the time of the sending of notice requesting Additional Commitments, either the Seller (in consultation with the Agent) shall specify the time period within which each Purchaser is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Purchasers). Each Purchaser shall notify the Agent within such time period whether or not it agrees to provide an Additional Commitment and, if so, whether and by designating an amount equal to, greater than, or less than its pro rata share (based on the aggregate outstanding Capital Investments as of such date) of such requested increase. Any Purchaser not responding within such time period shall be deemed to have declined to provide an Additional Commitment. The Agent shall notify the Seller and each Purchaser of the Purchasers’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Seller may also invite additional financial institution institutions not theretofore a Lender Purchasers (each, a “New LenderPurchaser”) to become a Lender Purchasers (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender of an instrument ) pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments Agent and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:its counsel.
(id) that If any Additional Commitments are added in accordance with this Section 2.20, the Borrower Agent and the Seller shall provide prompt notice determine the effective date (the “Additional Commitments Effective Date”) and the final allocation of such increase to the Administrative Agent, who addition. The Agent shall promptly notify the Lenders;
Seller and the Purchasers of the final allocation of such addition and the Additional Commitments Effective Date. As a condition precedent to such addition and the Additional Commitments Effective Date, the Seller and the Servicer shall deliver to the Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Seller and a Responsible Officer of the Servicer certifying that, before and after giving effect to such increase, (iii) the conditions set forth representations and warranties contained in Sections 3.02(c) Section Article IV of this Agreement, Article III of the Receivables Sale Agreement, Annex B to the Guaranty or any other Transaction Documents are true and (d) shall be satisfied correct in all material respects on and as of the effective date Additional Commitments Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of any increase in Commitments pursuant to such earlier date, and except that for purposes of this Section 2.18;
2.20(d), the representations and warranties contained in clauses (ii) and (iii) that any such increase of Section 4.2(e) of this Agreement shall be in an amount which is a multiple deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of $10,000,000; andSection 5.5 and (ii) no Potential Event of Termination exists before or after giving effect to such addition.
(ive) that immediately after such increase is made, the aggregate amount of increases in the On each Additional Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18Effective Date, (i) each New Lender Purchaser which is providing an Additional Commitment shall become a “Purchaser” for all purposes of this Agreement and the other Transaction Documents, (ii) each New Purchaser shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) Capital Investments and (iiiii) any Lender Purchaser (an “Increasing Purchaser”) whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); Capital Investments, in each case such payments shall be for the account of each other LenderPurchaser. Upon receipt of such amount by the Administrative Agent, (A1) each other Lender Purchaser shall be deemed to have ratably assigned that portion of its outstanding Loans Capital Investments that is being reduced to the New Lenders Purchasers and the Increasing Lenders Purchasers in accordance with such LenderPurchaser’s new Commitment or the increased portion thereof thereof, as applicable, and (B2) the Administrative Agent shall promptly distribute to each other Lender Purchaser its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretionparagraph.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Fidelity National Information Services, Inc.)
Optional Increase in Commitments. Following (a) At any time prior to the Effective Term Loan Maturity Date, provided no Event of Default shall have occurred and then be continuing, the Borrower may, if it so electselect to request the establishment of one or more new term loan commitments (the “New Term Loan Commitments” or the “Incremental Commitments”), increase the by up to an aggregate amount not to exceed $250,000,000 for all Incremental Commitments (so that after giving effect to all Incremental Commitments, including, without limitation, the Amendment No. 1 Incremental Commitments, the sum of the Commitmentsprincipal amount of Term Loans made hereunder and pursuant to Section 2.1 plus the unused amount of Term Loan Commitments does not exceed $650,000,000). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that such Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent. Such Incremental Commitments shall be made either by designating a financial institution Qualified Institution not theretofore a Lender (a “New Lender”) Bank to become a Lender Bank (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld) and/or by agreeing with an existing Bank or Banks that such Bank’s Commitment shall be increased, it being understood that no such existing Bank or Banks shall have any obligation to so increase its Commitment). Any arranger for the Incremental Commitments selected by the Borrower shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Banks or other Persons that are Qualified Institutions willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $25,000,000, (y) any Bank approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment; provided that the Banks will first be afforded the opportunity to provide the Incremental Commitments on a pro rata basis, and if any Bank so approached fails to respond within such ten (10) Business Day period after its receipt of such request, such Bank shall be deemed to have declined to provide such Incremental Commitments, and (z) any Bank or other Person that is a Qualified Institution (each, a “New Term Loan Bank”) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Borrower and the Administrative Agent (such approval not to be unreasonably withheld or delayed), or by agreeing with unless such New Term Loan Bank is an existing Lender that such Lender’s Commitment shall be increasedTerm Loan Bank or an Affiliate of an existing Bank. Upon execution and delivery by the Borrower and such Lender Bank or New Lender other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender Bank shall have a Commitment as therein set forth or such other financial institution Qualified Institution shall become a Lender Bank with a Commitment as therein set forth and all the rights and obligations of a Lender Bank with such a Commitment hereunder; providedprovided that:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;Banks; and
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the such Incremental Commitments, together with all other Incremental Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.189.17 since the date of this Agreement, (i) each New Lender shall pay does not cause the Term Loan Amount to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretionexceed $500,000,000.
Appears in 1 contract
Optional Increase in Commitments. Following (a) Subject to the Effective Dateconditions set forth below, the Borrower Company may, if it so electsupon at least ten (10) days (or such other period of time agreed to between the Administrative Agent and the Company) prior written notice to the Administrative Agent, increase the aggregate amount of the CommitmentsAggregate Commitments from time to time, either by designating a financial institution lender not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Lender, which consents will shall not be unreasonably withheld or delayed), withheld) or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution increased (thus increasing the Aggregate Commitments); provided that:
(i) no Default or Unmatured Default shall have occurred and delivery be continuing hereunder as of the effective date of such increase;
(ii) the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of such date, except to the Borrower extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date;
(iii) the amount of each such increase in the Aggregate Commitments shall not be less than $10,000,000 (or such other minimum amount agreed to between the Administrative Agent and the Company), and shall not cause the sum of (x) the aggregate increases in the Commitments under this Section 2.19(a) plus (y) the outstanding amount of all New Term Loans made under Section 2.19(b) to exceed $200,000,000;
(iv) the Borrowers and any applicable Lender or New lender not theretofore a Lender, shall execute and deliver to the Administrative Agent, a Lender of an instrument Addition and Acknowledgement Agreement, in form and substance reasonably satisfactory to the Administrative Agent, together Agent and acknowledged by the Administrative Agent and each Borrower;
(v) no existing Lender shall be obligated in any way to increase any of its Commitments unless it has executed and delivered a Lender Addition and Acknowledgement Agreement;
(vi) the Administrative Agent shall consent (which consent shall not be unreasonably withheld) to such increase and the Company shall have complied with such evidence of appropriate corporate authorization on other conditions in connection with such increase as may be reasonably required by the part of Administrative Agent;
(vii) the Borrower interest rates paid with respect to the increased Commitments and such opinions of counsel for the Borrower Commitment shall be identical to those payable with respect to the increased Commitments existing Commitments;
(viii) the Administrative Agent shall have received such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request; and
(ix) a new Lender may not be the Borrower or any Affiliate or Subsidiary of the Borrower. Upon the execution, delivery, acceptance and recording of the Lender Addition and Acknowledgement Agreement, from and after the effective date specified in a Lender Addition and Acknowledgement Agreement, such existing Lender shall have a Commitment as therein set forth or such other financial institution Lender shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder. Upon its receipt of a Lender Addition and Acknowledgement Agreement together with any note or notes, if requested, subject to such addition and assumption and the written consent to such addition and assumption, the Administrative Agent shall, if such Lender Addition and Acknowledgement Agreement has been completed and the other conditions described in this Section 2.19 have been satisfied: (x) accept such Lender Addition and Acknowledgement Agreement; provided(y) record the information contained therein in the Register; and (z) give prompt notice thereof to the Lenders and the Company and deliver to the Lenders a schedule reflecting the new Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Facility Letter of Credit such that, after giving effect thereto, all Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and facility and letter of credit fees. The Borrowers shall make any payments under Section 3.4 resulting from such assignments.
(b) Subject to the conditions set forth below, the Company may, upon at least ten (10) days (or such other period of time agreed to between the Administrative Agent and the Company) prior written notice to the Administrative Agent, request a new credit facility which is a term loan (a “New Term Loan”); provided that:
(i) that no Default or Unmatured Default shall have occurred and be continuing hereunder as of the Borrower shall provide prompt notice effective date of such increase to the Administrative Agent, who shall promptly notify the Lendersincrease;
(ii) the conditions representations and warranties of the Loan Parties set forth in Sections 3.02(c) and (d) the Loan Documents shall be satisfied true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of such date, except to the effective date extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of any increase in Commitments pursuant to this Section 2.18such earlier date;
(iii) that the amount of each such New Term Loan shall not be less than $10,000,000 (or such other minimum amount agreed to between the Administrative Agent and the Company), and shall not cause the sum of (x) the aggregate increases in the Commitments under Section 2.19(a) plus (y) the outstanding amount of any such increase shall be in an amount which is a multiple of New Term Loan and any other New Term Loans made under this Section 2.19(b) to exceed $10,000,000; and200,000,000;
(iv) that immediately after such increase is madethe Company and any applicable Lender or lender not theretofore a Lender, shall execute and deliver to the aggregate amount of increases Administrative Agent, a Lender Addition and Acknowledgement Agreement, in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay form and substance reasonably satisfactory to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to acknowledged by the Administrative Agent an amount equal to and the increase in its pro rata share of the aggregate outstanding Loans Company;
(and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (Av) each other no existing Lender shall be deemed obligated in any way to have ratably assigned that portion of its outstanding Loans that is being reduced to the make any New Lenders Term Loan unless it has executed and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, delivered a Lender Addition and Acknowledgement Agreement;
(Bvi) the Administrative Agent shall promptly distribute consent (which consent shall not be unreasonably withheld) to each such increase and the Company shall have complied with such other Lender its ratable share of the amounts received conditions in connection with such increase as may be reasonably required by the Administrative Agent pursuant to this paragraph and Agent;
(Cvii) the participations of Administrative Agent shall have received such supplemental opinions, resolutions, certificates and other documents as the Lenders in outstanding Letters of Credit Administrative Agent may reasonably request;
(viii) the interest rates, amortization and fees applicable to the New Term Loan shall be determined by the Company, the Administrative Agent and the Lenders thereunder;
(ix) the New Term Loans shall constitute “Loans” for all purposes of the Loan Documents;
(x) this Agreement and the other Loan Documents may be amended in a writing executed and delivered by the Borrowers and the Administrative Agent to reflect any technical changes necessary to give effect to such New Term Loan in accordance with their Commitments after giving effect its terms as set forth herein, which may include the addition of such New Term Loan as a separate facility;
(xi) such New Term Loan is on the same terms and conditions as those set forth in this Agreement, except as set forth in (viii) above or to such increase. For the avoidance extent reasonably satisfactory to the Administrative Agent; and
(xii) a new Lender may not be the Company or any Affiliate or Subsidiary of doubt, no existing Lender the Company.
(c) This provisions of Sections 2.19(a) and (b) shall have supersede any obligation provisions in Section 8.2 or with respect to participate in such increase except in its absolute and sole discretionpro rata payments or distributions to the contrary.
Appears in 1 contract
Optional Increase in Commitments. Following At any time prior to the Effective Datedate that is twenty-four (24) months after the date of this Agreement, on not more than one (1) occassion, provided no Event of Default shall have occurred and then be continuing, the Borrower may, if it so elects, increase the aggregate amount of the CommitmentsCommitments (subject to proviso (ii) in the next sentence), either by designating a financial institution an Approved Bank not theretofore a Lender (a “New Lender”) Bank to become a Lender Bank (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld or delayed), or withheld) and/or by agreeing with an existing Lender Bank or Banks that such LenderBank’s Commitment (or such Banks’ Commitments) shall be increased. Upon execution and delivery by the Borrower and any such Lender Bank or New Lender other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender Bank shall have a Commitment as therein set forth or such other financial institution Approved Bank shall become a Lender Bank with a Commitment as therein set forth and all the rights and obligations of a Lender Bank with such a Commitment hereunder; providedprovided that:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;Banks; and
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as amount of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, does not cause the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,0001,500,000,000. On the effective date of Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.182.1(b), within five Business Days (iin the case of any Base Rate Loans then outstanding) each New Lender shall pay to or at the Administrative Agent an amount equal to its pro rata share end of the aggregate outstanding then current Interest Period with respect thereto (in the case of any Euro-Dollar Loans (and funded participationsthen outstanding), if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) each Bank’s Pro Rata Share shall be recalculated to reflect such increase in the Administrative Agent Commitments and the outstanding principal balance of the Committed Loans shall promptly distribute be reallocated among the Banks such that the outstanding principal amount of Committed Loans owed to each Bank shall be equal to such Bank’s Pro Rata Share (as recalculated). All payments, repayments and other Lender its ratable share disbursements of the amounts received funds by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit Banks shall thereupon and, at all times thereafter, be determined made in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretioneach Bank’s recalculated Pro Rata Share.
Appears in 1 contract
Optional Increase in Commitments. Following (i) Subject to the Effective Dateconditions set forth in Section 2.06(c)(ii), the Borrower may, if it so elects, may increase the aggregate amount Commitments then in effect by increasing the Commitments of the Commitments, either by designating a financial institution not theretofore a Lender (or by causing a “New Lender”) Person that is acceptable to the Administrative Agent that at such time is not a Lender to become a Lender (an “Additional Lender”). Notwithstanding anything to the contrary contained in this Agreement, in no case shall an Additional Lender be the Borrower or an Affiliate of a Borrower.
(ii) Any increase in the Commitments shall be subject to the following additional conditions:
(A) such designation to increase shall not be effective only with the prior written consent of less than $25,000,000 unless the Administrative Agent otherwise consents, and each Issuing Lenderno such increase shall be permitted if after giving effect thereto the aggregate Commitments would exceed $650,000,000;
(B) no Default shall have occurred and be continuing on the effective date of such increase;
(C) on the effective date of such increase, which consents will not no Eurodollar Borrowings shall be unreasonably withheld outstanding or delayed)if any Eurodollar Borrowings are outstanding, or then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by agreeing with an existing Lender that such Section 5.02;
(D) no Lender’s Commitment shall may be increased. Upon execution and delivery increased without the consent of such Lender;
(E) the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the effective date of such increase (calculated in a manner reasonably acceptable to the Administrative Agent), does not exceed the applicable maximum ratio for the last day of the fiscal quarter in which such increase occurs as set forth in Section 9.01(a) assuming that, for purposes of calculating the Consolidated Total Leverage Ratio as of such date, the Lenders have made Loans to the Borrower in an aggregate amount equal to the amount of the aggregate Commitments (including the amount of the increase in the Commitments on such date); and
(F) if the Borrower elects to increase the Commitments by increasing the Commitments of a Lender, the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory shall execute and deliver to the Administrative AgentAgent a certificate substantially in the form of Exhibit G (an “Commitment Increase Certificate”); and
(G) if the Borrower elects to increase the Commitments by causing an Additional Lender to become a party to this Agreement, then the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H (an “Additional Lender Certificate”), together with an Administrative Questionnaire and a processing and recordation fee of $3,500, and the Borrower shall (1) if requested by the Additional Lender, deliver a Note payable to such evidence of appropriate corporate authorization on Additional Lender in a principal amount equal to its Commitment, and otherwise duly completed and (2) pay any applicable fees as may have been agreed to between the part Borrower, the Additional Lender and/or the Administrative Agent.
(iii) Subject to acceptance and recording thereof pursuant to Section 2.06(c)(iv), from and after the effective date specified in the Commitment Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Borrower with Interest Period in respect to the increased Commitments and of such opinions of counsel for Eurodollar Borrowings, unless the Borrower with respect to has paid compensation required by Section 5.02): (A) the amount of the Commitments shall be increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution therein, and (B) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall become be a Lender with a Commitment as therein set forth party to this Agreement and all have the rights and obligations of a Lender with under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Loans (and participation interests in Letters of Credit) of each of the other Lenders (and such a Commitment hereunder; provided:
Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (iincluding any Additional Lender, if applicable) that shall hold its Applicable Percentage of the Borrower shall provide prompt notice of such increase outstanding Loans (and participation interests) after giving effect to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; andthe Commitments.
(iv) that immediately after such increase is madeUpon its receipt of a duly completed Commitment Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or by the Borrower and the Additional Lender party thereto, as applicable, the aggregate amount processing and recording fee referred to in Section 2.06(c)(ii) and the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, the Administrative Agent shall accept such Commitment Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Commitments shall be effective for purposes of increases this Agreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).
(v) Upon any increase in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant 2.06(c), Annex I to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender Agreement shall be deemed amended to have ratably assigned that portion reflect the Commitment of its outstanding Loans that is being reduced to each Lender (including any Additional Lender) as thereby increased and any resulting changes in the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretionLenders’ Applicable Percentages.
Appears in 1 contract
Optional Increase in Commitments. Following (a) Subject to the Effective Dateconditions set forth in Section 2.3(b), the Borrower may, if it so elects, Borrowers may increase the aggregate amount Total Revolving Commitments then in effect by increasing the Revolving Commitment of the Commitments, either by designating a financial institution not theretofore a Lender (or by causing a “New Lender”) Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) Any increase in the Total Revolving Commitments shall be subject to the following additional conditions:
(i) such designation increase shall not be less than $25,000,000 unless Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Revolving Commitments would exceed the Maximum Facility Amount;
(ii) no Default shall have occurred and be continuing at the effective date of such increase;
(iii) Borrowers shall have delivered to Administrative Agent a certificate executed by a Responsible Officer of Borrower Agent certifying that (x) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents are true and correct in all material respects on and as of the date of any such increase (or to the extent qualified by materiality, such representations and warranties shall be true and correct in all respects) and (y) no Default shall have occurred and be continuing at the effective only with date of such increase;
(iv) on the prior written effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless Borrowers pay compensation required by Section 5.13;
(v) no Lender’s Revolving Commitment may be increased without the consent of such Lender;
(vi) if Borrowers elect to increase the Total Revolving Commitments by increasing the Revolving Commitment of a Lender, Borrowers and such Lender shall execute and deliver to Administrative Agent a certificate substantially in the form of Exhibit G-1 (a “Commitment Increase Certificate”); and
(vii) if Borrowers elect to increase the Total Revolving Commitments by causing an Additional Lender to become a party to this Agreement, in which event Borrowers and each Issuing such Additional Lender shall execute and deliver to Administrative Agent a certificate substantially in the form of Exhibit G-2 (an “Additional Lender Certificate”), together with an Administrative Questionnaire and a processing and recordation fee of $3,500, and, if requested by such Additional Lender, which consents will not be unreasonably withheld or delayedBorrowers shall deliver a Revolving Note payable to such Additional Lender in a principal amount equal to its Revolving Commitment, and otherwise duly completed.
(c) Subject to acceptance and recording thereof pursuant to Section 2.3(b), from and after the effective date specified in the Commitment Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless Borrowers have paid compensation required by agreeing with an existing Lender that such Lender’s Section 5.13): (i) the amount of the Total Revolving Commitment shall be increased. Upon execution increased as set forth therein, and delivery by (ii) in the Borrower and such Lender or New Lender case of an instrument in form reasonably satisfactory Additional Lender Certificate, any Additional Lender party thereto shall be a party to this Agreement and the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect other Loan Documents to the increased Commitments which Lenders are parties thereto and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as pro rata portion of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participationsparticipation interests in Letters of Credit, Swingline Loans, Protective Advances and Overadvance Loans) of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Additional Lender, if applicable) shall hold its Applicable Percentage of the outstanding Loans (and participation interests) after giving effect to the increase in the Total Revolving Commitments.
(d) Upon its receipt of a duly completed Commitment Increase Certificate or an Additional Lender Certificate, executed by Borrowers and the Lender or Borrowers and the Additional Lender party thereto, as applicable, the processing and recording fee, if any, referred to in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to Section 2.3(b), the Administrative Agent an amount equal Questionnaire referred to in Section 2.3(b), if applicable, and the increase in its pro rata share written consent of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, Swingline Lender and each Issuing Bank with respect to any Additional Lender (A) each other Lender shall such consent not to be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment unreasonably withheld, conditioned or the increased portion thereof as applicabledelayed), (B) the Administrative Agent shall promptly distribute accept such Commitment Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to each other Lender its ratable share of the amounts received be maintained by the Administrative Agent pursuant to this paragraph and (C) Section 12.6(c). No increase in the participations of the Lenders in outstanding Letters of Credit Total Revolving Commitment shall be determined effective for purposes of this Agreement unless it has been recorded in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate Register as provided in such increase except in its absolute and sole discretionthis Section 2.3(d).
Appears in 1 contract
Optional Increase in Commitments. Following (i) Subject to the Effective Dateconditions set forth in Section 2.06(d)(ii), the Borrower may, if it so elects, may increase the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only Commitments then in effect with the prior written consent of the Administrative Agent and each Issuing Lender, which consents will (not to be unreasonably withheld or delayed), ) by increasing the Commitments of a Lender or by agreeing with causing a Person that at such time is not a Lender to become a Lender (an existing Lender that “Additional Lender”).
(ii) Any increase in the Commitments shall be subject to the following additional conditions:
(A) such increase shall not be less than $25,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Commitments would exceed $500,000,000;
(B) no Default shall have occurred and be continuing at the effective date of such increase;
(C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02;
(D) no Lender’s Commitment shall may be increased. Upon execution and delivery increased without the consent of such Lender;
(E) if the Borrower elects to increase the Commitment by increasing the Commitment of a Lender, the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory shall execute and deliver to the Administrative AgentAgent a certificate substantially in the form of Exhibit H (a “Commitment Increase Certificate”), together with such evidence a processing and recordation fee of appropriate corporate authorization on the part of $3,500, and the Borrower with respect shall deliver, to the increased Commitments extent requested, a new Note payable to the order of such Lender in a principal amount equal to its Commitment after giving effect to such increase, and otherwise duly completed; and
(F) if the Borrower elects to increase the Commitment by causing an Additional Lender to become a party to this Agreement, then the Borrower and such opinions of counsel for the Borrower with respect Additional Lender shall execute and deliver to the increased Commitments as the Administrative Agent may reasonably requesta certificate substantially in the form of Exhibit I (an “Additional Lender Certificate”), together with an Administrative Questionnaire and a processing and recordation fee of $3,500, and the Borrower shall deliver, to the extent requested, a Note payable to the order of such existing Additional Lender in a principal amount equal to its Commitment, and otherwise duly completed.
(iii) From and after the effective date specified in the Commitment Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Commitment shall have a Commitment be increased as therein set forth or such therein, and (B) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other financial institution shall become a Lender with a Commitment as therein set forth Loan Documents and all have the rights and obligations of a Lender with such under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as pro rata portion of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, participation interests in Letters of Credit) of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (ii) including any Lender whose Commitment has been increased (an “Increasing Additional Lender”, if applicable) shall pay to hold its Applicable Percentage of the Administrative Agent an amount equal outstanding Loans (and participation interests) after giving effect to the increase in the Commitment.
(iv) Upon its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount a duly completed Commitment Increase Certificate or an Additional Lender Certificate, executed by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders Borrower and the Increasing Lenders in accordance with such Lender’s new Commitment Lender or the increased portion thereof Borrower and the Additional Lender party thereto, as applicable, (B) the processing and recording fee referred to in Section 2.06(d)(ii), the Administrative Questionnaire referred to in Section 2.06(d)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(d)(i), the Administrative Agent shall promptly distribute accept such Commitment Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to each other Lender its ratable share of the amounts received be maintained by the Administrative Agent pursuant to this paragraph and (C) Section 12.04(c). No increase in the participations of the Lenders in outstanding Letters of Credit Commitment shall be determined effective for purposes of this Agreement unless it has been recorded in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate Register as provided in such increase except in its absolute and sole discretionthis Section 2.06(d)(iv).
Appears in 1 contract
Optional Increase in Commitments. Following At any time prior to the Effective Maturity Date, provided no Event of Default shall have occurred and then be continuing, the Borrower may, if it so elects, increase the aggregate amount of the CommitmentsDollar Commitments and/or Alternative Currency Commitments (subject to proviso (ii) in the next sentence), or request the making of one or more term loan tranches, either by designating a financial institution an Approved Bank not theretofore a Lender (a “New Lender”) Bank to become a Lender Bank (and the Administrative Agent and, if such designation Bank will have a Commitment, each Lead Fronting Bank, shall have consented to each such Bank, such consents not to be effective only unreasonably withheld) and/or by agreeing with the prior written consent of an existing Bank or Banks that such Bank’s Commitment (or such Banks’ Commitments) shall be increased (and the Administrative Agent and each Issuing LenderLead Fronting Bank shall have consented to each such existing Bank’s Commitment increase, which such consents will not to be unreasonably withheld withheld) or delayedsuch Bank’s providing of a term loan commitment (and the Administrative Agent shall have consented to such Bank providing such term loan commitment, such consent not to be unreasonably withheld), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and any such Lender Bank or New Lender other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender Bank shall have a Commitment or term loan commitment as therein set forth or such other financial institution Approved Bank shall become a Lender Bank with a Commitment or term loan commitment as therein set forth and all the rights and obligations of a Lender Bank with such a Commitment or term loan commitment hereunder; providedprovided that:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;Banks; and
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as amount of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple does not cause the aggregate Commitments (including any term loan commitments) to exceed the Dollar Equivalent of $10,000,000; and
(iv) that immediately after such increase is made3,250,000,000, nor the aggregate amount Alternative Currency Commitments to exceed the Dollar Equivalent of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000500,000,000. On the effective date of Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.182.1(b), within five (i5) each New Lender shall pay to Business Days (in the Administrative Agent an amount equal to its pro rata share case of any Base Rate Loans, Daily SOFR Loans and Alternative Currency Daily Rate Loans then outstanding) or at the end of the aggregate outstanding then current Interest Period with respect thereto (in the case of any Term SOFR Loans (and funded participationsAlternative Currency Term Rate Loans then outstanding), if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) each Bank’s Pro Rata Share shall be recalculated to reflect such increase in the Administrative Agent Commitments and the outstanding principal balance of the Committed Loans shall promptly distribute be reallocated among the Banks such that the outstanding principal amount of Committed Loans owed to each Bank shall be equal to such Bank’s Pro Rata Share (as recalculated). All payments, repayments and other Lender its ratable share disbursements of the amounts received funds by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit Banks shall thereupon and, at all times thereafter, be determined made in accordance with their Commitments after giving effect each Bank’s recalculated Pro Rata Share. Upon the reasonable request of any existing Bank or any Approved Bank participating in any increase made at least 10 Business Days prior to the effective date of such increase, (x) the Borrower shall have provided to such Bank or Approved Bank, and such Bank or Approved Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case at least five (5) Business Days prior to the effective date of such increase and (y) at least five (5) Business Days prior to the effective date of such increase. For , any of the avoidance of doubtBorrower, no existing Lender any Qualified Borrower or any Guarantor that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have any obligation delivered, to participate each Bank and Approved Bank that so requests, a Beneficial Ownership Certification in relation to such increase except in its absolute and sole discretionPerson.
Appears in 1 contract
Sources: Revolving Credit Agreement (Erp Operating LTD Partnership)
Optional Increase in Commitments. Following (a) Subject to the Effective Dateconditions set forth below, the Borrower Company may, if it so electsupon at least ten (10) days (or such other period of time agreed to between the Administrative Agent and the Company) prior written notice to the Administrative Agent, increase the aggregate amount of the CommitmentsAggregate Commitments from time to time, either by designating a financial institution lender not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Lender, which consents will shall not be unreasonably withheld or delayed), withheld) or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution increased (thus increasing the Aggregate Commitments); provided that:
(i) no Default or Unmatured Default shall have occurred and delivery be continuing hereunder as of the effective date of such increase;
(ii) the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of such date, except to the Borrower extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date;
(iii) the amount of each such increase in the Aggregate Commitments shall not be less than $10,000,000 (or such other minimum amount agreed to between the Administrative Agent and the Company), and shall not cause the sum of (x) the aggregate increases in the Commitments under this Section 2.19(a) plus (y) the outstanding amount of all New Term Loans made under Section 2.19(b) to exceed $70,000,000;
(iv) the Borrowers and any applicable Lender or New lender not theretofore a Lender, shall execute and deliver to the Administrative Agent, a Lender of an instrument Addition and Acknowledgement Agreement, in form and substance reasonably satisfactory to the Administrative Agent, together Agent and acknowledged by the Administrative Agent and each Borrower;
(v) no existing Lender shall be obligated in any way to increase any of its Commitments unless it has executed and delivered a Lender Addition and Acknowledgement Agreement;
(vi) the Administrative Agent shall consent (which consent shall not be unreasonably withheld) to such increase and the Company shall have complied with such evidence of appropriate corporate authorization on other conditions in connection with such increase as may be reasonably required by the part of Administrative Agent;
(vii) the Borrower interest rates paid with respect to the increased Commitments and such opinions of counsel for the Borrower Commitment shall be identical to those payable with respect to the increased Commitments existing Commitments;
(viii) the Administrative Agent shall have received such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request; and
(ix) a new Lender may not be the Borrower or any Affiliate or Subsidiary of the Borrower. Upon the execution, delivery, acceptance and recording of the Lender Addition and Acknowledgement Agreement, from and after the effective date specified in a Lender Addition and Acknowledgement Agreement, such existing Lender shall have a Commitment as therein set forth or such other financial institution Lender shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder. Upon its receipt of a Lender Addition and Acknowledgement Agreement together with any note or notes, if requested, subject to such addition and assumption and the written consent to such addition and assumption, the Administrative Agent shall, if such Lender Addition and Acknowledgement Agreement has been completed and the other conditions described in this Section 2.19 have been satisfied: (x) accept such Lender Addition and Acknowledgement Agreement; provided(y) record the information contained therein in the Register; and (z) give prompt notice thereof to the Lenders and the Company and deliver to the Lenders a schedule reflecting the new Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Facility Letter of Credit such that, after giving effect thereto, all Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and facility and letter of credit fees. The Borrowers shall make any payments under Section 3.4 resulting from such assignments.
(b) Subject to the conditions set forth below, the Company may, upon at least ten (10) days (or such other period of time agreed to between the Administrative Agent and the Company) prior written notice to the Administrative Agent, request a new credit facility which is a term loan (a “New Term Loan”); provided that:
(i) that no Default or Unmatured Default shall have occurred and be continuing hereunder as of the Borrower shall provide prompt notice effective date of such increase to the Administrative Agent, who shall promptly notify the Lendersincrease;
(ii) the conditions representations and warranties of the Loan Parties set forth in Sections 3.02(c) and (d) the Loan Documents shall be satisfied true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of such date, except to the effective date extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of any increase in Commitments pursuant to this Section 2.18such earlier date;
(iii) that the amount of each such New Term Loan shall not be less than $10,000,000 (or such other minimum amount agreed to between the Administrative Agent and the Company), and shall not cause the sum of (x) the aggregate increases in the Commitments under Section 2.19(a) plus (y) the outstanding amount of any such increase shall be in an amount which is a multiple of New Term Loan (and any other New Term Loans made under this Section 2.19(b)) to exceed $10,000,000; and70,000,000;
(iv) that immediately after such increase is madethe Company and any applicable Lender or lender not theretofore a Lender, shall execute and deliver to the aggregate amount of increases Administrative Agent, a Lender Addition and Acknowledgement Agreement, in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay form and substance reasonably satisfactory to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to acknowledged by the Administrative Agent an amount equal to and the increase in its pro rata share of the aggregate outstanding Loans Company;
(and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (Av) each other no existing Lender shall be deemed obligated in any way to have ratably assigned that portion of its outstanding Loans that is being reduced to the make any New Lenders Term Loan unless it has executed and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, delivered a Lender Addition and Acknowledgement Agreement;
(Bvi) the Administrative Agent shall promptly distribute consent (which consent shall not be unreasonably withheld) to each such increase and the Company shall have complied with such other Lender its ratable share of the amounts received conditions in connection with such increase as may be reasonably required by the Administrative Agent pursuant to this paragraph and Agent;
(Cvii) the participations of Administrative Agent shall have received such supplemental opinions, resolutions, certificates and other documents as the Lenders in outstanding Letters of Credit Administrative Agent may reasonably request;
(viii) the interest rates and fees applicable to the New Term Loan shall be determined by the Company, the Administrative Agent and the Lenders thereunder;
(ix) the New Term Loans shall constitute “Loans” for all purposes of the Loan Documents;
(x) this Agreement and the other Loan Documents may be amended in a writing executed and delivered by the Borrowers and the Administrative Agent to reflect any technical changes necessary to give effect to such New Term Loan in accordance with their Commitments after giving effect its terms as set forth herein, which may include the addition of such New Term Loan as a separate facility;
(xi) such New Term Loan is on the same terms and conditions as those set forth in this Agreement, except as set forth in (viii) above or to such increase. For the avoidance extent reasonably satisfactory to the Administrative Agent; and
(xii) a new Lender may not be the Company or any Affiliate or Subsidiary of doubt, no existing Lender the Company.
(c) This provisions of Sections 2.19(a) and (b) shall have supersede any obligation provisions in Section 8.2 or with respect to participate in such increase except in its absolute and sole discretionpro rata payments or distributions to the contrary.
Appears in 1 contract
Optional Increase in Commitments. Following the Effective Date, the The Borrower may, if it so electsfrom time to time, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit C, request that the Aggregate Commitment Amount be increased by an aggregate amount (for all such increases) not exceeding $250,000,000 by (a) increasing the Commitment Amount of one or more Lenders that have agreed to such increase (in their sole discretion) and/or (b) adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment Amount in an amount agreed to by any such Additional Lender; provided that (i) any increase in the Aggregate Commitment Amount shall be in an aggregate amount of $25,000,000 or a higher integral multiple of $1,000,000; (ii) no Additional Lender shall be added as a party hereto without the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Lender, the LC Issuers (which consents will shall not be unreasonably withheld) or if an Event of Default or an Unmatured Event of Default exists; (iii) subject to Section 8.07(h), no such increase shall be effective without the written consent of the LC Issuers (which consent shall not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution ; and delivery by (iv) the Borrower and may not request an increase in the Aggregate Commitment Amount unless the Borrower has delivered to the Administrative Agent (with a copy for each Lender) a certificate (A) stating that any applicable governmental authority has approved such Lender or New Lender of an instrument in form increase, (B) attaching evidence, reasonably satisfactory to the Administrative Agent, together with of each such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments approval and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(iC) stating that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth representations and warranties contained in Sections 3.02(c) and (d) shall be satisfied Section 4.01 are correct on and as of the effective date of any such certificate as though made on and as of such date and that no Event of Default or Unmatured Event of Default exists on such date. Any increase in Commitments the Aggregate Commitment Amount pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.Section
Appears in 1 contract
Optional Increase in Commitments. Following At any time prior to the Effective date that is thirty days prior to the Revolving Availability Termination Date, if no Default shall have occurred and be continuing (or would result after giving effect thereto), the Borrower Borrower, may, if it so elects, increase the aggregate amount of the CommitmentsCommitments (each such increase to be in an aggregate amount that is an integral multiple of $5,000,000 and not less than $10,000,000), either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing the Swingline Lender, which consents consent will not be unreasonably withheld or delayed, and only if such financial institution accepts a Commitment in an aggregate amount that is an integral multiple of $5,000,000 and not less than $10,000,000), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender other financial institution of an instrument (a “Commitment Acceptance”) in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(ia) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(iib) that the conditions set forth in Sections 3.02(c) and (d) Borrower shall be satisfied on and as have delivered to the Administrative Agent a copy of the effective date of any increase in Commitments pursuant to this Section 2.18Commitment Acceptance;
(iiic) that any the amount of such increase shall be increase, together with all other increases in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall 2.05 since the date of this Agreement, does not exceed $250,000,00025,000,000;
(d) that, before and after giving effect to such increase, the representations and warranties of the Borrower contained in Article 3 of this Agreement shall be true and correct; and
(e) that the Administrative Agent shall have received such evidence (including an opinion of Borrower’s counsel) as it may reasonably request to confirm the Borrower’s due authorization of the transactions contemplated by this Section 2.05 and the validity and enforceability of the obligations of the Borrower resulting therefrom. On the effective date of any such increase, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders that the conditions set forth in clauses (a) through (e) above have been satisfied. Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.182.05:
(x) within five Domestic Business Days, (i) each New Lender in the case of any Base Rate Borrowings then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Eurodollar Borrowings then outstanding, the Borrower shall pay prepay such Borrowing in its entirety and, to the Administrative Agent an amount equal extent the Borrower elects to its pro rata share of the aggregate outstanding Loans (do so and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay subject to the Administrative Agent an amount equal to conditions specified in Article 4, the increase in its pro rata share of the aggregate outstanding Borrower shall reborrow Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of from the Lenders in outstanding Letters of Credit shall be determined in accordance with proportion to their respective Commitments after giving effect to such increase. For , until such time as all outstanding Loans are held by the avoidance of doubt, no Lenders in such proportion; and
(y) each existing Lender whose Commitment has not increased pursuant to this Section 2.05 (each, a “Non-increasing Lender”) shall be deemed, without further action by any party hereto, to have sold to each Lender whose Commitment has been assumed or increased under this Section 2.05 (each, an “Increased Commitment Lender”), and each Increased Commitment Lender shall be deemed, without further action by any obligation party hereto, to participate have purchased from each Non-Increasing Lender, a participation (on the terms specified in Section 2.04(e) respectively) in each Swingline Loan in which such increase except Non-Increasing Lender has acquired a participation in its absolute and sole discretionan amount equal to such Increased Commitment Lender’s Percentage thereof, until such time as all Swingline Exposures are held by the Lenders in proportion to their respective Commitments after giving effect to such increase.
Appears in 1 contract
Optional Increase in Commitments. Following At any time prior to the Effective date that is sixty (60) days prior to the Revolving Availability Termination Date, if no Default shall have occurred and be continuing (or would result after giving effect thereto), the Borrower Borrower, may, if it so elects, increase the aggregate amount of the CommitmentsCommitments (each such increase to be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $25,000,000), either by designating a one or more financial institution institutions not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing the Swingline Lender, which consents will not be unreasonably withheld or delayed, and only if each such financial institution accepts a Commitment in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000), or by agreeing with an one or more existing Lender Lenders that such Lender’s Commitment Lenders’ respective Commitments shall be increasedincreased (with the allocations among such agreeing Lenders and such financial institutions being made by mutual agreement of the Borrower and the Administrative Agent, subject to the limitations on amount set forth above in this Section 2.21). Upon execution and delivery by the Borrower and each such Lender or New Lender other financial institution of an instrument (a “Commitment Acceptance”) in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(ia) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(iib) that the conditions set forth in Sections 3.02(c) and (d) Borrower shall be satisfied on and as have delivered to the Administrative Agent a copy of the effective date of any increase in Commitments pursuant to this Section 2.18Commitment Acceptance;
(iiic) that any the amount of such increase shall be increase, together with all other increases in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall 2.21 since the date of this Agreement, does not exceed $250,000,000100,000,000;
(d) that, before and after giving effect to such increase, the representations and warranties of the Borrower contained in Article 3 of this Agreement shall be true and correct in all material respects (provided that any representation or warranty that by its express terms is made as of an earlier date need be true only as of such earlier date); and
(e) that the Administrative Agent shall have received such evidence (including an opinion of Borrower’s counsel) as it may reasonably request to confirm the Borrower’s due authorization of the transactions contemplated by this Section 2.21 and the validity and enforceability of the obligations of the Borrower resulting therefrom. On the effective date of any such increase, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders that the conditions set forth in clauses (a) through (e) above have been satisfied. Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.182.21:
(x) within five Business Days, (i) each New Lender in the case of any Base Rate Borrowings then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Eurodollar Borrowings then outstanding, the Borrower shall pay prepay such Borrowing in its entirety and, to the Administrative Agent an amount equal extent the Borrower elects to its pro rata share of the aggregate outstanding Loans (do so and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay subject to the Administrative Agent an amount equal to conditions specified in Article 4, the increase in its pro rata share of the aggregate outstanding Borrower shall reborrow Revolving Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of from the Lenders in outstanding Letters of Credit shall be determined in accordance with proportion to their respective Commitments after giving effect to such increase. For , until such time as all outstanding Revolving Loans are held by the avoidance of doubt, no existing Lender shall have any obligation to participate Lenders in such increase except in its absolute and sole discretion.proportion; and
Appears in 1 contract
Sources: Credit Agreement (Radian Group Inc)
Optional Increase in Commitments. Following At any time prior to the Effective date that is thirty days prior to the Revolving Availability Termination Date, if no Default shall have occurred and be continuing (or would result after giving effect thereto), the Borrower Borrower, may, if it so elects, increase the aggregate amount of the CommitmentsCommitments (each such increase to be in an aggregate amount that is an integral multiple of $5,000,000 and not less than $10,000,000), either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Lenderthe Letter of Credit Issuer, which consents will not be unreasonably withheld or delayed, and only if such financial institution accepts a Commitment in an aggregate amount that is an integral multiple of $5,000,000 and not less than $10,000,000), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender other financial institution of an instrument (a “Commitment Acceptance”) in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and with all the rights and obligations of a Lender with such a Commitment hereunder, and any such other financial institution shall be deemed to be a Lender for all purposes of this Agreement and the other Loan Documents without any amendment hereto or thereto and without the consent of any other party (other than those required above in this Section 2.05); provided:
(ia) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(iib) that the conditions set forth in Sections 3.02(c) and (d) Borrower shall be satisfied on and as have delivered to the Administrative Agent a copy of the effective date of any increase in Commitments pursuant to this Section 2.18Commitment Acceptance;
(iiic) that any the amount of such increase shall be increase, together with all other increases in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall 2.05 since the date of this Agreement, does not exceed $250,000,00025,000,000;
(d) that, before and after giving effect to such increase, the representations and warranties of the Borrower contained in Article 3 of this Agreement shall be true and correct; and
(e) that the Administrative Agent shall have received such evidence (including an opinion of Borrower’s counsel) as it may reasonably request to confirm the Borrower’s due authorization of the transactions contemplated by this Section 2.05 and the validity and enforceability of the obligations of the Borrower resulting therefrom. On the effective date of any such increase, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders that the conditions set forth in clauses (a) through (e) above have been satisfied. Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.2.05:
Appears in 1 contract
Optional Increase in Commitments. Following Unless a Default or an Event of Default has occurred and is continuing, Borrower, by written notice to Administrative Agent, may request on up to two (2) occasions, on or before the Effective Datesecond anniversary of the Closing, that the Borrower may, if it so elects, increase Commitments be increased by an amount not less than Fifty Million Dollars ($50,000,000) per request and not more than Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation that the aggregate Commitments after such increases shall never exceed One Billion Dollars ($1,000,000,000)); provided that for any such request (i) any Bank which is a party to be effective only with this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment but shall not have any obligation to so increase its Commitment, and (ii) in the event that any Bank which is a party to this Agreement prior written consent of to such request for increase does not elect to increase its Commitment, the Administrative Agent and each Issuing Lenderthe Syndication Agent shall use commercially reasonable efforts to locate additional Qualified Institutions willing to provide commitments for the requested increase, and Borrower may also identify additional Qualified Institutions willing to provide commitments for the requested increase, provided further that Administrative Agent shall approve any such additional Qualified Institutions, which consents approval will not be unreasonably withheld or delayed). In the event that Qualified Institutions commit to any such increase, or by agreeing with an existing Lender that such Lender’s Commitment the Commitments of the committed Banks shall be increased. Upon execution , the Pro Rata Shares of the Banks shall be adjusted, new Notes shall be issued, Borrower shall make such borrowings and delivery repayments as shall be necessary to effect the reallocation of the Committed Loans so that the Committed Loans are held by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined Banks in accordance with their Commitments Pro Rata Shares after giving effect to such increase, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Banks have agreed to increase their respective Commitments or make new Commitments in response to the Borrower's request for an increase in the aggregate Commitments pursuant to this Section 2.1(b), in each case without the consent of the Banks other than those Banks increasing their Commitments. For the avoidance of doubt, no existing Lender shall have The fees payable by Borrower upon any obligation to participate in such increase except in the Commitments shall be agreed upon by the Administrative Agent and Borrower at the time of such increase. In addition, if as a result of any such increase in the Commitments, there shall be a reallocation of Euro-Dollar Borrowings, Borrower shall pay any amounts that may be due pursuant to Section 2.14 hereof. Notwithstanding the foregoing, nothing in this Section 2.1(b) shall constitute or be deemed to constitute an agreement by any Bank to increase its absolute and sole discretionCommitment hereunder.
Appears in 1 contract
Optional Increase in Commitments. Following the Effective Date, the Borrower The Company may, if it so electsno more than twice a year, request the Lenders by written notice to the U.S. Agent, to increase the aggregate amount Commitments, which notice shall be accompanied by the resolutions of the Commitmentsboard of directors of the Company approving such increase and certified by the Secretary or an Assistant Secretary of the Company, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with provided that in no event shall the prior aggregate Commitments exceed U.S.$300,000,000 without the written consent of all the Administrative Lenders. The U.S. Agent shall transmit such request to each Lender within one Banking Day after its receipt thereof. Each Lender will have the option, in its sole discretion, to subscribe for its proportionate share of such requested increase, according to its then existing Pro Rata Share. The Lenders shall respond in writing to the Company's request through the U.S. Agent within fifteen Banking Days by submitting a supplement in the form of Exhibit J. Any Lender not responding within fifteen Banking Days shall be deemed to have declined the request. At the option of the Company, any part of the increase not so subscribed may be assumed, within ten Banking Days of the Lenders' response, by one or more existing Lenders or assumed by other banks meeting the qualifications of an Eligible Assignee acceptable to the U.S. Agent and each Issuing Lenderthe Company, which consents will consent of the U.S. Agent shall not be unreasonably withheld or delayed)withheld, upon submission of a supplement in the form of Exhibit K, in the case of an existing Lender, or by agreeing with an existing Lender that such Lender’s Commitment Exhibit L, in the case of a new party to this Agreement, and Schedule 2.01 shall be increasedamended accordingly. Upon execution and delivery by the Borrower and such Lender or New Lender In order to maintain outstanding Committed Loans in accordance with each Lender's Pro Rata Share at all times, a reallocation of an instrument in form reasonably satisfactory Commitments as a result of a non-pro rata subscription to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date 2.10 may require a prepayment of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding certain Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative AgentCompany (subject, (A) each other Lender shall be deemed without - 106 - limitation, to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretionSection 3.05 hereof).
Appears in 1 contract
Optional Increase in Commitments. Following the Effective Date, the Borrower The Company may, if it so electsfrom time to time, increase by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit H, request that the aggregate amount of the Commitments, either Commitments be increased by designating a financial institution not theretofore a Lender (a a) increasing the amount of the Commitment of one or more Banks that have agreed (in their sole discretion) to such increase and/or (b) adding one or more commercial banks or other Persons as parties hereto (each an “New LenderAdditional Bank”) with Commitments in amounts agreed to become a Lender (by such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Lender, which consents will not be unreasonably withheld or delayed), or by agreeing with an existing Lender Additional Banks; provided that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an aggregate amount which is of $25,000,000 or a higher integral multiple of $10,000,0001,000,000; and
(ivii) that immediately after such increase is made, the aggregate amount of all such increases during the term of this Agreement shall not exceed $250,000,000; (iii) no Additional Bank shall be added as a party hereto without the written consent of the Administrative Agent, each Issuing Bank and the Swing Line Bank (which consents shall not be unreasonably withheld); and (iv) the Company may not request such an increase unless the Company has delivered to the Administrative Agent a certificate stating that (x) the representations and warranties contained in Article VI are correct in all material respects on and as of the date of such certificate as though made on and as of such date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date) and (y) no Default or Event of Default exists on such date. Any increase in the aggregate amount of the Commitments pursuant to this Section 2.18 2.17 shall not exceed $250,000,000be effective three Business Days after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit H (in the case of an increase in the amount of the Commitment of an existing Bank) or assumption letter in the form of Annex 2 to Exhibit H (in the case of the addition of a commercial bank or other Person as a new Bank) or, in each case, such other period of time as may be agreed among the Company, the increasing and/or new Banks and the Administrative Agent. On The Administrative Agent shall promptly notify the effective date Company and the Banks of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share 2.17 and of the aggregate outstanding Loans (amount of the Commitment and funded participations, if any, in Letters the Pro Rata Share of Credit) and (ii) each Bank after giving effect thereto. If any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share the aggregate amount of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent Commitments pursuant to this paragraph Section 2.17 is not ratable among the Banks, then the Company shall prepay all Revolving Loans outstanding on the date of such increase (and (Cpay any additional amounts required pursuant to Section 4.04) to the participations of extent necessary to cause the Lenders in outstanding Letters of Credit shall Revolving Loans to be determined ratable among the Banks in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretionrevised Pro Rata Shares.
Appears in 1 contract
Sources: Multicurrency Credit Agreement (Briggs & Stratton Corp)
Optional Increase in Commitments. Following the Effective DateAt any time, if no Default or Unmatured Default shall have occurred and be continuing, the Borrower Company ts. may, if it so elects, increase the aggregate amount of the Commitments, either by designating a one or more banks or other financial institution institutions not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld withheld, and of each Issuing Bank that (x) has issued a Letter of Credit as to which there are Letter of Credit Liabilities at such time or delayed), (y) has a commitment to issue Letters of Credit at such time) or by agreeing with an one or more existing Lender Lenders that such Lender’s 's Commitment shall be increased. Upon execution and delivery by the Borrower Company and each such Lender or New Lender bank or other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such bank or other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(ia) that the Borrower Company shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(iib) that the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as amount of the effective date of any such increase in Commitments pursuant to this Section 2.18is not less than $10,000,000;
(iiic) that any the amount of such increase shall be increase, together with all other increases in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall 2.6 since the date of this Agreement, does not exceed $250,000,000; and
(d) that after giving effect to such increase, no Lender has a Commitment in an amount greater than 20% of the aggregate amount of the Commitments. On the effective date of Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.182.6, (i) within five Business Days, in the case of each New Lender Floating Rate Advance then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of each Committed Fixed Rate Advance then outstanding, the Borrower shall pay prepay or repay such Advance in its entirety and, to the Administrative Agent an amount equal extent the Borrower elects to its pro rata share of the aggregate outstanding Loans (do so and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay subject to the Administrative Agent an amount equal to conditions specified in Article IV, the increase in its pro rata share of the aggregate outstanding Borrower shall reborrow Committed Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of from the Lenders in outstanding Letters of Credit shall be determined in accordance with proportion to their respective Commitments after giving effect to such increase. For , until such time as all outstanding Committed Loans are held by the avoidance of doubt, no existing Lender shall have any obligation to participate Lenders in such increase except in its absolute and sole discretionproportion.
Appears in 1 contract
Sources: Credit Agreement (Servicemaster Co)
Optional Increase in Commitments. Following the Effective DateThe Borrower may from time to time, the Borrower may, if it so elects, increase the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) written notice to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and (which shall promptly deliver a copy to each Issuing Lender, which consents will not be unreasonably withheld or delayedof the Lenders), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery executed by the Borrower and one or more financial institutions (any such financial institution being referred to as an “Increasing Lender”), which may include any Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing (it being understood that no Lender shall have a Commitment any obligation to become an Increasing Lender), cause the Commitments of the Increasing Lenders to be increased (or cause Commitments to be extended by the Increasing Lenders, as therein set forth or such other financial institution shall become a the case may be) in an amount for each Increasing Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(csuch notice; provided that (a) and (d) shall be satisfied on and as the amount of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase in the aggregate Commitments shall be in an amount which is a multiple of not less than $10,000,000; and
25,000,000, (ivb) that immediately after such increase is made, the aggregate amount of increases in the Commitments made pursuant to this Section 2.18 2.17 shall not exceed $250,000,0001,000,000,000 and (c) each Increasing Lender must be an Eligible Assignee and, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, each Issuing Bank and the Swingline Lender to the extent its consent would have been required pursuant to Section 9.06(b) for an assignment of a Commitment to such Increasing Lender (which approval shall not be unreasonably withheld, conditioned or delayed). Such notice shall set forth the date (the “Increase Effective Date”) on which such increase is requested to become effective (which shall not be less than five Domestic Business Days or more than 45 days after the date of such notice). Each Increasing Lender shall execute all such documentation as the Administrative Agent and the Borrower shall specify to evidence the increase or the extension of the Commitment of such Increasing Lender and its status as a Lender hereunder (such documentation, an “Incremental Commitments Supplement”). On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18Increase Effective Date, (i) the aggregate principal amount of the Revolving Borrowings outstanding (the “Existing Borrowings”) immediately prior to giving effect to the commitment increase on the Increase Effective Date shall be deemed to be repaid, (ii) after the effectiveness of the commitment increase, the Lenders shall be deemed to have made new Revolving Borrowings (the “Subsequent Borrowings”) of the Types and in an aggregate principal amount equal to the aggregate principal amount of the Existing Borrowings and, in the case of Existing Borrowings that were Eurodollar Borrowings, for the Interest Periods equal to the remaining portions of the Interest Periods in effect prior to such deemed repayment, (iii) each New Lender shall pay to the Administrative Agent by wire transfer of immediately available funds an amount equal to its pro rata share the difference, if positive, between (x) such Lender’s Percentage (calculated after giving effect to the commitment increase) of the aggregate outstanding Loans Subsequent Borrowings and (and funded participationsy) such Lender’s Percentage (calculated without giving effect to the commitment increase) of the Existing Borrowings, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall remit to each Lender the portion of such funds that is equal to the difference, if anypositive, in Letters between (x) such Lender’s Percentage (calculated without giving effect to the commitment increase) of Creditthe Existing Borrowings and (y) such Lender’s Percentage (calculated after giving effect to the commitment increase) of the amount of the Subsequent Borrowings, (v) each Lender (including each Increasing Lender) shall be deemed to hold its Percentage of each Subsequent Borrowing (each calculated after giving effect to the commitment increase) and (iivi) any Lender whose Commitment has been increased (an “Increasing Lender”) the Borrower shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be Agent, for the account of the Lenders (other than any Increasing Lender that was not a Lender before giving effect to the commitment increase), all accrued but unpaid interest on the Existing Borrowings. The deemed payments made pursuant to clause (i) above in respect of each Eurodollar Revolving Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.14 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto (it being agreed that Lenders will be entitled to break-funding compensation only with respect to the net amounts by which their Eurodollar Revolving Loans shall have been reduced as a result of the transactions provided for in the immediately preceding sentence). Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender. Upon receipt ) or addition of such amount an Increasing Lender shall become effective under this Section 2.17 unless (I) to the extent reasonably requested by the Administrative Agent, (Athe Administrative Agent shall have received documents consistent with those delivered pursuant to Section 3.01(b) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced and/or 3.01(d) as to the New Lenders corporate power and authority of the Increasing Lenders in accordance with Borrower to borrow hereunder after giving effect to such Lender’s new Commitment or the increased portion thereof as applicable, increase and (BII) the Administrative Agent shall promptly distribute to each other Lender its ratable share have received a certificate executed by a financial officer of the amounts received by Borrower, dated as of the Increase Effective Date, stating that (1) as of such date, no Default shall have occurred and is continuing and (2) the representations and warranties of the Borrower contained in Article 4 are true in all material respects on and as of such date (except to the extent any such representations or warranties are limited to an earlier date, in which case such representations and warranties shall be true in all material respects as of such earlier date). The Administrative Agent pursuant to this paragraph shall notify the Borrower and (C) the participations Lenders of the Lenders in outstanding Letters occurrence of Credit the Increase Effective Date, and such notice shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute conclusive and sole discretionbinding.
Appears in 1 contract
Sources: Credit Agreement (Marathon Oil Corp)
Optional Increase in Commitments. Following the Effective Date, the Borrower may, if it so elects, increase the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a an “New Additional Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Lender, which consents will not be unreasonably withheld or delayed), or by agreeing with an existing Lender (an “Increasing Lender”) that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Increasing Lender or New Additional Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of internal counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided, that:
(i) that the Borrower shall provide prompt a written notice of such increase at least 15 Business Days prior to the Increase Effective Date (as defined below) to the Administrative Agent, who shall promptly notify the LendersLenders thereafter;
(ii) the conditions set forth in Sections 3.02(c) and (dSection 3.02(b) shall be satisfied both on and as of the date of such notice and on and as of the effective date of any increase in Commitments pursuant to this Section 2.182.15 (the “Increase Effective Date”);
(iii) that any such increase shall be in an amount which of at least $20,000,000 and, if such increase is a multiple greater than $20,000,000, in integral multiples of $10,000,0001,000,000 in excess of such amount; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,0001,300,000,000. On the effective date of any increase Increase Effective Date, in the aggregate amount of the Commitments pursuant to this Section 2.18event that there are outstanding Loans, (i) each New Additional Lender shall pay to the Administrative Agent an amount equal to its pro rata share Share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any each Increasing Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share Share of the aggregate outstanding Loans (and funded participations as above); , in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Additional Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Textron Inc)
Optional Increase in Commitments. Following Section 2.10(a) of the Effective DateCredit Agreement is hereby deleted in its entirety and the following substituted therefor:
(a) At any time, if no Default shall have occurred and be continuing, the Borrower may, if it so elects, may increase the aggregate amount of the CommitmentsAggregate Revolving Commitment, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld or delayed), or by agreeing with an one or more existing Lender Lenders that such Lender’s or Lenders’ Revolving Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender Lenders or other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender or Lenders shall have a Revolving Commitment as therein set forth or such other financial institution shall become a Lender with a Revolving Commitment as therein set forth and all the rights and obligations of a Lender with such a Revolving Commitment hereunder; provided:provided that
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth Administrative Agent and the Required Lenders shall have consented in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant writing to this Section 2.18such increase;
(iii) that any Consolidated EBITDA as of the last day of the most recently ended fiscal quarter for the four fiscal quarter period ending on such increase day shall be in an amount which is a multiple of not less than $10,000,00040,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For , the avoidance of doubt, no existing Lender Aggregate Revolving Commitment shall have any obligation to participate in such increase except in its absolute and sole discretionnot exceed $200,000,000.
Appears in 1 contract
Optional Increase in Commitments. Following At any time prior to the Effective Maturity Date, provided no Event of Default shall have occurred and then be continuing, the Borrower may, if it so elects, increase the aggregate amount of the CommitmentsCommitments (subject to proviso (b) in the next sentence), either by designating a financial institution Qualified Institution not theretofore a Lender (a “New Lender”) Bank to become a Lender Bank (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld or delayed), or withheld) and/or by agreeing with an existing Lender Bank or Banks that such Lender’s Bank's Commitment shall be increased, it being understood that no such existing Bank or Banks shall have any obligation to so increase its Commitment). Upon execution and delivery by the Borrower and such Lender Bank or New Lender other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender Bank shall have a Commitment as therein set forth or such other financial institution Qualified Institution shall become a Lender Bank with a Commitment as therein set forth and all the rights and obligations of a Lender Bank with such a Commitment hereunder; providedprovided that:
(ia) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000Banks; and
(ivb) that immediately after the amount of such increase is madeincrease, together with all other increases in the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall 9.17 since the date of this Agreement, does not cause the Loan Amount to exceed $250,000,000. On the effective date of 700,000,000.
(c) Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.189.17, within five Business Days (in the case of any Base Rate Loans then outstanding) or at the end of the then current Interest Period with respect thereto (in the case of any Euro-Dollar Loans then outstanding), as applicable, each Bank's Commitment Percentage shall be recalculated to reflect such increase in the Commitments and the outstanding principal balance of the Loans shall be reallocated among the Banks such that the outstanding principal amount of Loans owed to each Bank shall be equal to such Bank's Commitment Percentage (as recalculated) thereof. All payments, repayments and other disbursements of funds by the Administrative Agent to Banks shall thereupon and, at all times thereafter be made in accordance with each Bank's recalculated Commitment Percentage. For purposes hereof, “Qualified Institution” means a Bank, or one or more banks, finance companies, insurance or other financial institutions which (i) each New Lender shall pay (A) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior debt obligations of not less than Baa-1 by Moody's or a comparable rating by a rating agency acceptable to the Administrative Agent an amount equal to its pro rata share and (B) has total assets in excess of the aggregate outstanding Loans Ten Billion Dollars (and funded participations$10,000,000,000), if any, in Letters of Credit) and or (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay is reasonably acceptable to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.
Appears in 1 contract
Optional Increase in Commitments. Following Unless a Potential Event of Default or an Event of Default has occurred and is continuing, Borrower, by written notice to the Effective Administrative Agent, may request on multiple occasions, on or before the date that is six (6) months prior to the Revolving Credit Termination Date, that the Borrower may, if it so elects, increase Commitments be increased by an amount not less than Ten Million Dollars ($10,000,000) per request and not more than Seven Hundred and Fifty Million Dollars ($750,000,000) in the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation that the aggregate Commitments after such increases shall never exceed Three Billion Five Hundred Million Dollars ($3,500,000,000)); provided that for any such request (i) any Lender which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment but shall not have any obligation to so increase its Commitment, (ii) any Lender which is a party to this Agreement prior to such request for increase that so elects to increase its Commitment shall be effective only with required to increase its Alternative Currency Commitment on a pro rata basis (provided that to the extent any Lender’s Pro Rata Share of Alternative Currency Commitments was zero prior written consent to such increase, then such Lender shall not be required to allocate any portion of such increase to an Alternative Currency Commitment), and (iii) in the event that any Lender which is a party to this Agreement prior to such request for increase does not elect to increase its Commitment, the Administrative Agent and each Issuing Lenderthe Syndication Agent shall use commercially reasonable efforts to locate additional Eligible Assignees willing to provide commitments for the requested increase, and the Borrower may also identify additional Eligible Assignees willing to provide commitments for the requested increase, provided further that the Administrative Agent shall approve any such additional Eligible Assignees, which consents approval will not be unreasonably withheld or delayed). In the event that Eligible Assignees commit to any such increase, or by agreeing with an existing Lender that such Lender’s Commitment the Commitments of the committed Lenders shall be increased. Upon execution , the Pro Rata Shares of the Lenders shall be adjusted, Borrower or the applicable Qualified Borrower shall make such borrowings and delivery repayments as shall be necessary to effect the reallocation of the Committed Loans so that the Committed Loans are held by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments Pro Rata Shares after giving effect to such increase, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or make new Commitments in response to the Borrower’s request for an increase in the aggregate Commitments pursuant to this Section 2.1(d), in each case without the consent of the Lenders other than those Lenders increasing their Commitments. For the avoidance of doubt, no existing Lender shall have The fees payable by Borrower upon any obligation to participate in such increase except in the Commitments shall be agreed upon by the Administrative Agent and Borrower at the time of such increase. In addition, if as a result of any such increase in the Commitments, there shall be a reallocation of Eurodollar Rate Loans, Borrower shall pay any amounts that may be due pursuant to Section 5.2(f) hereof. Notwithstanding the foregoing, nothing in this Section 2.1(d) shall constitute or be deemed to constitute an agreement by any Lender to increase its absolute and sole discretionCommitment hereunder.
Appears in 1 contract
Optional Increase in Commitments. Following Unless a Default or an Event of Default has occurred and is continuing, Borrower, by written notice to Administrative Agent, may request on up to two (2) occasions, on or before the third anniversary of the Closing, that the Commitments be increased by an amount not less than Fifty Million Dollars ($50,000,000) per request and not more than 50% of the Facility Amount on the Effective Date in the aggregate (such that the aggregate Commitments after such increases shall never exceed the sum of (i) the Facility Amount on the Effective Date and (ii) 50% of the Facility Amount on the Effective Date; provided that for any such request (i) if requested by Borrower, any Bank which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment but shall not have any obligation to so increase its Commitment, and (ii) at the Borrower mayrequest of Borrower, if it so elects, increase the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Lenderthe Syndication Agent shall use commercially reasonable efforts to locate additional Qualified Institutions willing to provide commitments for the requested increase, and Borrower may also identify additional Qualified Institutions willing to provide commitments for the requested increase, provided further that Administrative Agent shall approve any such additional Qualified Institutions, which consents approval will not be unreasonably withheld or delayed). In the event that Qualified Institutions commit to any such increase, or by agreeing with an existing Lender that such Lender’s Commitment the Commitments of the committed Banks shall be increased. Upon execution , the Pro Rata Shares of the Banks shall be adjusted, new Notes shall be issued, Borrower shall make such borrowings and delivery repayments as shall be necessary to effect the reallocation of the Committed Loans so that the Committed Loans are held by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined Banks in accordance with their Commitments Pro Rata Shares after giving effect to such increase, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Banks have agreed to increase their respective Commitments or make new Commitments in response to the Borrower’s request for an increase in the aggregate Commitments pursuant to this Section 2.1(b), in each case without the consent of the Banks other than those Banks increasing their Commitments. For the avoidance of doubt, no existing Lender shall have The fees payable by Borrower upon any obligation to participate in such increase except in the Commitments shall be agreed upon by the Administrative Agent and Borrower at the time of such increase. In addition, if as a result of any such increase in the Commitments, there shall be a reallocation of Euro-Currency Borrowings, Borrower shall pay any amounts that may be due pursuant to Section 2.14 hereof. Notwithstanding the foregoing, nothing in this Section 2.1(b) shall constitute or be deemed to constitute an agreement by any Bank to increase its absolute and sole discretionCommitment hereunder.
Appears in 1 contract
Optional Increase in Commitments. Following the Effective Date, the Borrower may, if it so elects, increase the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a an “New Additional Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Lender, which consents will not be unreasonably withheld or delayed), or by agreeing with an existing Lender (an “Increasing Lender”) that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Increasing Lender or New Additional Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of internal counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided, that:
(i) that the Borrower shall provide prompt a written notice of such increase at least 15 Business Days prior to the Increase Effective Date (as defined below) to the Administrative Agent, who shall promptly notify the LendersLenders thereafter;
(ii) the conditions set forth in Sections 3.02(c) and (dSection 3.02(b) shall be satisfied both on and as of the date of such notice and on and as of the effective date of any increase in Commitments pursuant to this Section 2.182.15 (the “Increase Effective Date”);
(iii) that any such increase shall be in an amount which of at least $20,000,000 and, if such increase is a multiple greater than $20,000,000, in integral multiples of $10,000,0001,000,000 in excess of such amount; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,0001,300,000,000. #96109338v22 On the effective date of any increase Increase Effective Date, in the aggregate amount of the Commitments pursuant to this Section 2.18event that there are outstanding Loans, (i) each New Additional Lender shall pay to the Administrative Agent an amount equal to its pro rata share Share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any each Increasing Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share Share of the aggregate outstanding Loans (and funded participations as above); , in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Additional Lenders and the Increasing Lenders in accordance with such Lender▇▇▇▇▇▇’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Textron Inc)
Optional Increase in Commitments. Following The Borrower may at anytime, by means of a letter to the Effective DateAdministrative Agent substantially in the form of Exhibit L, the Borrower may, if it so elects, increase request that the aggregate amount of the Commitments, either Commitments be increased by designating (i) increasing the amount of the Commitments of one of more Lenders which have agreed to such increase and/or (ii) adding one or more new Lenders as parties hereto with a financial institution not theretofore Commitment in an amount agreed to by each such new Lender; provided that (A) no new Lender shall be added as a party hereto unless such new Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of shall have been approved in writing by the Administrative Agent and each Issuing Lender, (which consents will approval shall not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment (B) in no event shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000100,000,000.00 without the written consent of all Lenders, and (C) at the time of such increase, and after giving effect thereto, no Default or Event of Default shall exist. On the effective date of any Any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, 2.1(b) shall become effective three (i3) each New Lender shall pay to Business Days after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex I to Exhibit L (in the case of an increase in the amount equal to its pro rata share of the aggregate outstanding Loans Commitment of an existing Lender) or assumption letter in the form of Annex II to Exhibit L (and funded participationsin the case of the addition of a new Lender) or on such other date as is agreed among the Borrower, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to and the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other increasing or new Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the The Administrative Agent shall promptly distribute to each other Lender its ratable share notify the Borrower and the Lenders of any increase in the amount of the amounts received by aggregate amount of the Administrative Agent Commitment pursuant to this paragraph Section 2.1(b) and (C) the participations amount of the Lenders Commitment and Percentage of each Lender after giving effect thereto. The Borrower acknowledges that, in outstanding Letters of Credit shall be determined order to maintain Loans in accordance with their each Lender's Percentage, a reallocation of the Commitments after giving effect to such increase. For as a result of a non-pro-rata increase in the avoidance aggregate amount of doubt, no existing Lender shall have any obligation to participate in the Commitments may require prepayment of all or portions of certain Loans on the date of such increase except in its absolute (and sole discretionany such prepayment shall be subject to the provisions of Section 5.5).
Appears in 1 contract
Optional Increase in Commitments. Following At any time on or before the Effective six-month anniversary of the Closing Date, the Borrower may, if it so electsat its option and subject to the conditions described in this Section, increase the aggregate amount Commitments by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the Commitmentsrequirements stated in this Section 2.1(b), either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Lender, which consents will not be unreasonably withheld or delayedconstitute Lenders hereunder), or by agreeing with an existing Lender allowing one or more Lenders to increase their Commitments hereunder, so that such added and increased Commitments shall equal the increase in aggregate Commitments effectuated pursuant to this Section 2.1(b); provided that, without the consent of all the Lenders, no increase in aggregate Commitments pursuant to this Section 2.1(b) shall result in the aggregate Commitments exceeding $150,000,000 less the aggregate amount of reductions, if any, made pursuant to Section 2.4; provided further that, no Lender’s 's Commitment amount shall be increasedincreased without the consent of such Lender. Upon execution and delivery by The Borrower may exercise its option to so increase the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to aggregate Commitments only if the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; providedfollowing conditions are satisfied:
(i) that no Default or Event of Default exists hereunder, and the Borrower shall provide prompt notice of such increase have delivered a certificate to the Administrative Agent, who shall promptly notify the LendersAgent from a Responsible Officer stating that no Default or Event of Default exists;
(ii) the conditions set forth representations and warranties of the Credit Parties contained in Sections 3.02(c) and (d) Article IV shall be satisfied true and correct except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of the effective date of any increase in Commitments pursuant to this Section 2.18such earlier date;
(iii) that any the Guarantors shall have consented to such increase shall be in an amount which is a multiple of $10,000,000writing; and
(iv) that immediately after at any Lender's request the Borrower shall execute a new Note evidencing the increased Commitments of such Lender. The Borrower shall give the Administrative Agent ten Business Days' notice of the Borrower's intention to increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 2.1(b). Such notice shall not exceed $250,000,000specify each new commercial bank or other financial institution (which in any case shall be an Eligible Assignee), if any, the changes in amounts of Commitments that will result, and such other information as is reasonably requested by the Administrative Agent. On the effective date of any Each new commercial bank or other financial institution, and each Lender agreeing to increase in the aggregate amount of the Commitments pursuant to this Section 2.18its Commitment, (i) each New Lender shall pay execute and deliver to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose a Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other LenderIncrease Agreement. Upon receipt execution and delivery of such amount by the Administrative AgentCommitment Increase Agreement and any additional Notes contemplated thereby, (A) each such new commercial bank or other Lender financial institution shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance constitute a "Lender" hereunder with a Commitment as specified therein, or such Lender’s new 's Commitment or shall increase as specified therein, as the increased portion thereof as applicablecase may be. Notwithstanding the foregoing, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For this Section, the avoidance of doubt, no existing Lender terms and conditions hereof shall have any obligation to participate in such increase except in its absolute and sole discretionremain substantially the same as on the Closing Date.
Appears in 1 contract
Sources: Revolving Credit Agreement (McDermott International Inc)
Optional Increase in Commitments. Following Unless a Default or an Event of Default has occurred and is continuing, Prologis, by written notice to Administrative Agent (and without the Effective Dateconsent of any Lender other than an Increasing Lender (as defined below)), shall have the Borrower may, if it so elects, right to increase the aggregate amount of the Commitments, either Commitments by designating a financial institution not theretofore a (a) admitting any Qualified Institution as an additional Lender hereunder (each a “New Lender”) to become a Lender or (such designation to be effective only with b) increasing the prior written consent Commitment of the Administrative Agent and each Issuing Lender, which consents will not be unreasonably withheld or delayed), or by agreeing with an any existing Lender that agrees in writing to such increase (each an “Increasing Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory ”), subject to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; providedfollowing conditions:
(i) that no Person shall be admitted as a New Lender without the Borrower shall provide prompt notice approval of such increase to the Administrative Agent, who shall promptly notify the Lenderswhich approval will not be unreasonably withheld, conditioned or delayed;
(ii) the conditions set forth in Sections 3.02(c) each New Lender shall duly execute and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant deliver to this Section 2.18Administrative Agent a New Lender Joinder Agreement;
(iii) that any such increase each Increasing Lender shall be in an amount which is duly execute and deliver to Administrative Agent a multiple of $10,000,000; andLender Commitment Increase Agreement;
(iv) that immediately after such increase is made, the aggregate amount of all increases in the aggregate Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On JPY 16,500,000,000 (such that the effective date aggregate Commitments after all such increases shall not exceed JPY 75,000,000,000);
(v) each increase in the aggregate Commitments shall be in a minimum aggregate amount of any increase JPY 1,000,000,000 (or such lesser amount as Administrative Agent may agree or shall result in the aggregate amount of the Commitments all increases pursuant to this Section 2.18, 2.1(b) being JPY 16,500,000,000);
(ivi) each New Lender shall pay to upon the Administrative Agent an amount equal to its pro rata share effectiveness of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agentincrease, (A) each other Lender the Pro Rata Shares of the Lenders shall be deemed adjusted and (B) the Borrowers shall make such borrowings and repayments as shall be necessary to have ratably assigned effect the reallocation of the Committed Loans so that portion of its outstanding the Committed Loans that is being reduced to are held by the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments Pro Rata Shares after giving effect to such increase. For ;
(vii) if as a result of any such increase in the avoidance Commitments, there shall be a reallocation of doubtT▇▇▇▇ ▇▇▇▇▇, no existing Lender the applicable Borrowers shall pay any amounts that may be due pursuant to Section 2.11; and
(viii) at least five days prior to the effectiveness of any such increase, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to each Lender that so requests a Beneficial Ownership Certification in relation to such Borrower to the extent such Lender reasonably determines that it is required to obtain a Beneficial Ownership Certification pursuant to the Beneficial Ownership Regulation. Nothing in this Section 2.1(b) shall constitute or be deemed to constitute an agreement by any obligation Lender to participate in such increase except in its absolute and sole discretionCommitment hereunder.
Appears in 1 contract
Optional Increase in Commitments. Following Unless a Default or an Event of Default has occurred and is continuing, Prologis, by written notice to Administrative Agent (and without the Effective Dateconsent of any Lender other than an Increasing Lender (as defined below)), shall have the Borrower may, if it so elects, right to increase the aggregate amount of the Commitments, either Commitments by designating a financial institution not theretofore a (a) admitting any Qualified Institution as an additional Lender hereunder (each a “New Lender”) or (b) increasing the Commitment of any existing Lender that agrees in writing to become such increase (each an “Increasing Lender”), subject to the following conditions:
(i) no Person shall be admitted as a New Lender (such designation to be effective only with without the prior written consent approval of the Administrative Agent and each Issuing LenderAgent, which consents approval will not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) each New Lender shall duly execute and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant deliver to this Section 2.18Administrative Agent a New Lender Joinder Agreement;
(iii) that any such increase each Increasing Lender shall be in an amount which is duly execute and deliver to Administrative Agent a multiple of $10,000,000; andLender Commitment Increase Agreement;
(iv) that immediately after such increase is made, the aggregate amount of all increases in the aggregate Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On JPY 15,000,000,000 (such that the effective date aggregate Commitments after all such increases shall not exceed JPY 65,000,000,000);
(v) each increase in the aggregate Commitments shall be in a minimum aggregate amount of any increase JPY 1,000,000,000 (or such lesser amount as Administrative Agent may agree or shall result in the aggregate amount of the Commitments all increases pursuant to this Section 2.18, 2.1(b) being JPY 15,000,000,000);
(ivi) each New Lender shall pay to upon the Administrative Agent an amount equal to its pro rata share effectiveness of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agentincrease, (A) each other Lender the Pro Rata Shares of the Lenders shall be deemed adjusted and (B) the Borrowers shall make such borrowings and repayments as shall be necessary to have ratably assigned effect the reallocation of the Committed Loans so that portion of its outstanding the Committed Loans that is being reduced to are held by the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments Pro Rata Shares after giving effect to such increase. For the avoidance ;
(vii) if as a result of doubt, no existing Lender shall have any obligation to participate in such increase except in the Commitments, there shall be a reallocation of Yen LIBOR Loans, the applicable Borrowers shall pay any amounts that may be due pursuant to Section 2.11. Nothing in this Section 2.1(b) shall constitute or be deemed to constitute an agreement by any Lender to increase its absolute and sole discretionCommitment hereunder.
Appears in 1 contract
Optional Increase in Commitments. Following Unless a Default or an Event of Default has occurred and is continuing, Borrower, by written notice to the Effective Administrative Agent, may request on one (1) occasion (the “Increase Option”), on or before the six (6) month anniversary of the Closing Date, that the Borrower may, if it so elects, increase Commitments be increased by an amount not more than Three Hundred Fifty Million Dollars ($350,000,000) in the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation that the aggregate Commitments after such increases shall never exceed Six Hundred Million Dollars ($600,000,000)); provided that for any such request (i) any Bank which is a party to be effective only with this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment but shall not have any obligation to so increase its Commitment, and (ii) in the event that any Bank which is a party to this Agreement prior written consent of to such request for increase does not elect to increase its Commitment, the Administrative Agent and each Issuing Lenderthe Lead Arranger shall use commercially reasonable efforts to locate additional Qualified Institutions willing to provide commitments for the requested increase, and the Borrower may also identify additional Qualified Institutions willing to provide commitments for the requested increase, provided further that the Administrative Agent shall approve any such additional Qualified Institutions, which consents approval will not be unreasonably withheld or delayed), or by agreeing with an existing Lender . In the event that Qualified Institutions commit to any such Lender’s Commitment increase and/or the Commitments of the committed Banks shall be increased. Upon execution and delivery by , the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part Pro Rata Shares of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably requestBanks shall be adjusted, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of make such increase to borrowings and repayments (notwithstanding the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions prohibitions set forth in Sections 3.02(cthis Agreements on reborrowings) and (d) as shall be satisfied on and as necessary to effect the reallocation of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) Loans so that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount are held by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined Banks in accordance with their Commitments Pro Rata Shares after giving effect to such increase, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Banks have agreed to increase their respective Commitments or make new Commitments in response to the Borrower’s request for an increase in the aggregate Commitments pursuant to this Section 2.3, in each case without the consent of the Banks other than those Banks increasing their Commitments. For the avoidance of doubt, no existing Lender shall have The fees payable by Borrower upon any obligation to participate in such increase except in the Commitments shall be those agreed upon by the Administrative Agent and Borrower as of the Closing Date. Borrower shall deliver or shall cause to be delivered an opinion of legal counsel, in form and substance reasonably acceptable to the Administrative Agent, with respect to the legality, validity and enforceability of any required amendments. Borrower shall use its reasonable best efforts to cause the closing of any such increase in the Commitments to coincide with the end of the then current Interests Period(s). Notwithstanding the foregoing, nothing in this Section 2.3 shall constitute or be deemed to constitute an agreement by any Bank to increase its Commitment hereunder. The Borrower, simultaneously with its exercise of the Increase Option, may request that the Administrative Agent and any other Banks enter into an amendment to this Credit Agreement deleting Sections 5.8(b), 5.8(e), 5.8(i) and 5.8(j), as well as amending 5.8(h) (in a manner to be agreed upon), and reducing the capitalization rate of 0.0875 for purposes of determining Unencumbered Asset Value and/or Total Asset Value, to 0.0850. Any such amendments shall be subject to the consent of the Administrative Agent in its absolute and sole discretion.
Appears in 1 contract
Optional Increase in Commitments. Following At any time the Effective DateBorrower, the Borrower may, if it so elects, increase the aggregate amount of the Commitments, either by designating a one or more financial institution institutions not theretofore a Lender (each, a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld or delayed), or and/or by agreeing with one or more existing Lenders (each, an existing Lender “Increasing Lender”) that each such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with each such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments New Lender and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Increasing Lender shall have a Commitment as therein set forth or in such other financial institution shall become a Lender instrument with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; providedprovided that:
(i) that no Event of Default shall have occurred and be continuing immediately before or after giving effect to such increase;
(ii) the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of greater than or equal to $10,000,000; and;
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 2.19 shall not exceed $250,000,00050,000,000;
(v) any such increase in the Commitments shall not constitute a separate tranche of Commitments but an increase thereof, and shall have the same terms as the outstanding Loans including, without limitation, the Applicable Rate with respect to such New Lender or Increasing Lender’s portion of the outstanding Loans which shall not exceed the Applicable Rate in effect as of the Effective Date;
(vi) no New Lender or Increasing Lender shall receive any additional fees or compensation directly or indirectly from Holdings, the Borrower or any Restricted Subsidiary for such Lender’s new Commitment or the increased portion thereof, as applicable, other than upfront fees no greater than those paid to the initial Lenders on a comparable basis; and
(vii) the Borrower may elect to increase the aggregate amount of the Commitments pursuant to this Section 2.19 no more than twice. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.182.19, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Increasing Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); Loans, in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (Ai) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, and (Bii) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretionparagraph.
Appears in 1 contract
Optional Increase in Commitments. Following The Borrowers may, on one occasion, during the Effective period from the Refinancing Date to the Commitment Termination Date, by means of a letter to the Agent and each Bank substantially in the form of Exhibit 2.15, request that the Banks increase the combined Commitments; provided that (i) such letter shall be accompanied by a certificate of an Authorized Officer of each Borrower as to resolutions of the board of trustees of the Borrower mayapproving such increase, if it so elects, (ii) the amount of the increase in Commitments shall not be less than $50,000,000 and (iii) in no event shall the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with combined Commitments exceed $650,000,000 without the prior written consent of all Banks. Each Bank shall have the Administrative option (in its sole and complete discretion) to subscribe for its proportionate share of such increase, according to its then-existing Pro Rata Share. Each Bank shall respond to the Borrowers' request within 20 Business Days by submitting a response in the form of Attachment 1 to Exhibit 2.15 to the Agent (and any Bank not responding within such period shall be deemed to have declined such request). At the option of the Borrowers, any part of the proposed increase not so subscribed may be assumed, within 10 Business Days after all Banks have responded to (or are deemed to have declined) such request, by one or more existing Banks and/or by one or more Persons meeting the qualifications of an Eligible Assignee, in amounts which are acceptable to the Borrowers; it being understood that any assumption by a Person which is not an existing Bank shall be subject to consent of the Agent and each Issuing Lender, Borrower (which consents will shall not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any Any increase in the combined Commitments pursuant to this Section 2.18;
2.15 shall become effective on the date on which (iiia) the proposed increase has been fully subscribed or each of the Borrowers has notified the Agent that any such Borrower accepts an increase shall be in an amount the combined Commitments which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, less than the aggregate full amount of increases the requested increase (but not less than the amount specified in clause (ii) of the first sentence of this Section 2.15) and (b) the Agent shall have received from each Borrower replacement Notes and/or one or more new Notes in favor of the Banks whose Commitments have changed or been put in place as a result of the increase in the combined Commitments and such other documents as the Banks, through the Agent, shall have reasonably requested from the Borrowers. The Agent shall promptly notify the Borrowers and the Banks of any increase in the amount of the combined Commitments pursuant to this Section 2.18 shall not exceed $250,000,0002.15 and of the Commitment and Pro Rata Share of each Bank after giving effect thereto. On Each Borrower acknowledges that, in order to maintain Loans in accordance with each Bank's Pro Rata Share, a reallocation of the effective date Commitments as a result of any a non- pro-rata subscription to an increase in the aggregate amount combined Commitments may require prepayment of all or portions of certain Loans on the Commitments pursuant to this Section 2.18, date of such increase (i) each New Lender and any such prepayment shall pay be subject to the Administrative Agent an amount equal to its pro rata share provisions of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as aboveSection 3.4); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Van Kampen Senior Floating Rate Fund)
Optional Increase in Commitments. Following the Effective DateAt any time, if no Default shall have occurred and be continuing (or would result after giving effect thereto), the Borrower Borrower, may, if it so elects, increase the aggregate amount of the CommitmentsCommitments (each such increase to be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000), either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each LC Issuing LenderBank, which consents consent will not be unreasonably withheld or delayed, and only if such financial institution accepts a Commitment in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000), or by agreeing with an existing Lender that such Lender’s 's Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender other financial institution of an instrument (a "Commitment Acceptance") in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(ia) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(iib) that the conditions set forth in Sections 3.02(c) and (d) Borrower shall be satisfied on and as have delivered to the Administrative Agent a copy of the effective date of any increase in Commitments pursuant to this Section 2.18Commitment Acceptance;
(iiic) that any the amount of such increase shall be increase, together with all other increases in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall 2.20 since the date of this Agreement, does not exceed $250,000,000150,000,000;
(d) that, before and after giving effect to such increase, the representations and warranties of the Borrower contained in Article 3 of this Agreement shall be true and correct; and
(e) that the Administrative Agent shall have received such evidence (including an opinion of Borrower's counsel) as it may reasonably request to confirm the Borrower's due authorization of the transactions contemplated by this Section 2.20 and the validity and enforceability of the obligations of the Borrower resulting therefrom. On the effective date of any such increase, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders that the conditions set forth in clauses (a) through (e) above have been satisfied. Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.2.20:
Appears in 1 contract
Optional Increase in Commitments. Following The Company may from time to time prior to December 14, 2001, by means of a letter to the Effective DateAdministrative Agent substantially in the form of Exhibit K, request that the Borrower may, if it so elects, increase the aggregate amount of the Commitments, either combined Commitments be increased by designating (a) increasing the amount of the Commitment of any Bank which has agreed to such increase and/or (b) adding an Eligible Assignee as a financial institution not theretofore party hereto with a Lender Commitment in an amount agreed to by any such Person; provided that (i) no Eligible Assignee shall be added as a “New Lender”) to become a Lender (such designation to be effective only with party hereto without the prior written consent of the Administrative Agent and each Issuing Lender, (which consents will shall not be unreasonably withheld or delayedwithheld), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution ; and delivery by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) in no event shall the conditions set forth aggregate amount of all increases in Sections 3.02(c) and (d) shall be satisfied on and as the combined Commitments exceed $125,000,000 without the written consent of the effective date of any all Banks. Any increase in the combined Commitments pursuant to this Section 2.18;
(iii) that any such increase 2.09 shall be in an amount which is a multiple effective three Business Days (or such other period of $10,000,000; and
(iv) that immediately after such increase is madetime as the Company, the aggregate Administrative Agent and the increasing or new Bank shall agree) after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Bank) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Eligible Assignee as a new Bank). The Administrative Agent shall promptly notify the Company and the Banks of any increase in the amount of increases in the combined Commitments pursuant to this Section 2.18 shall not exceed $250,000,0002.09 and of the amount of the Commitment and the Pro Rata Share of each Bank after giving effect thereto. On The Company acknowledges that, in order to maintain Loans in accordance with each Bank's Pro Rata Share, a reallocation of the effective date Commitments as a result of any a non-pro-rata increase in the aggregate amount combined Commitments may require prepayment of all or portions of certain Loans on the Commitments pursuant to this Section 2.18, date of such increase (i) each New Lender and any such prepayment shall pay be subject to the Administrative Agent an amount equal to its pro rata share provisions of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretionSection 4.
Appears in 1 contract
Sources: Multicurrency Credit Agreement (Briggs & Stratton Corp)
Optional Increase in Commitments. Following Unless a Default or an Event of Default has occurred and is continuing, Borrower, by written notice to Administrative Agent, shall have the Effective Date, the Borrower may, if it so elects, right to request an increase of up to Twenty Billion Yen (JPY 20,000,000,000) such that the aggregate amount of Commitment after all such increases shall not exceed Fifty Six Billion Five Hundred Million Yen (JPY 56,500,000,000); provided that for any such request (i) any Bank which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment but shall not have any obligation to so increase its Commitment, and (ii) in the Commitmentsevent that any Bank which is a party to this Agreement prior to such request for increase does not elect to increase its Commitment, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent shall use commercially reasonable efforts to locate additional Qualified Institutions willing to provide commitments for the requested increase, and each Issuing LenderBorrower may also identify additional Qualified Institutions willing to provide commitments for the requested increase, provided, further, that Administrative Agent shall approve any such additional Qualified Institutions, which consents approval will not be unreasonably withheld or delayed). Any such Bank willing to increase its Commitment for the requested increase shall duly execute and deliver to Administrative Agent a Bank Commitment Increase Agreement. Any such additional Qualified Institution willing and approved to provide commitments for the requested increase shall duly execute and deliver to Administrative Agent a New Bank Joinder Agreement pursuant to which such Qualified Institution shall become a Bank hereunder. In the event that any Bank or Qualified Institutions commit to any such increase, such Banks and Qualified Institutions shall execute and deliver the Bank Commitment Increase Agreement or by agreeing with an existing Lender that such Lender’s the New Bank Joinder Agreement, as applicable, the Commitment of each committed Bank shall be increased. Upon execution , the Pro Rata Shares of the Banks shall be adjusted, Borrower shall make such borrowings and delivery repayments as shall be necessary to effect the reallocation of the Committed Loans so that the Committed Loans are held by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined Banks in accordance with their Commitments Pro Rata Shares after giving effect to such increase, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Banks have agreed to increase their respective Commitments or make new Commitments in response to Borrower’s request for an increase in the aggregate Commitment pursuant to this Section 2.1, in each case without the consent of the Banks other than those Banks increasing their Commitments. For The fees payable by Borrower and the avoidance of doubt, no existing Lender shall have Guarantors upon any obligation to participate in such increase except in the Commitments shall be agreed upon by Administrative Agent, Borrower and the Guarantors. In addition, if as a result of any such increase in the Commitments, there shall be a reallocation of Yen LIBOR Loans, Borrower shall pay any amounts that may be due pursuant to Section 2.14 hereof. Notwithstanding the foregoing, nothing in this Section 2.1(b) shall constitute or be deemed to constitute an agreement by any Bank to increase its absolute and sole discretionCommitment hereunder.
Appears in 1 contract
Optional Increase in Commitments. Following the Effective DateAt any time, provided no Event of Default shall have occurred and be continuing, the Borrower may, if it so elects, increase the aggregate amount of the Commitments, either by designating a financial institution Qualified Institution 97 103 not theretofore a Lender (a “New Lender”) Bank to become a Lender Bank (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld or delayed), or withheld) and/or by agreeing with an existing Lender Bank or Banks that such Lender’s Bank's Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender Bank or New Lender other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender Bank shall have a Commitment as therein set forth or such other financial institution shall become a Lender Bank with a Commitment as therein set forth and all the rights and obligations of a Lender Bank with such a Commitment hereunder; providedprovided that:
(ia) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000Banks; and
(ivb) that immediately after the amount of such increase is madeincrease, together with all other increases in the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall 9.20 since the date of this Agreement, does not cause the Facility Amount to exceed $250,000,000700,000,000. On the effective date of Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.189.20, (iwithin five Business Days ( in the case of any Base Rate Loans then outstanding) each New Lender shall pay to or at the Administrative Agent an amount equal to its pro rata share end of the aggregate outstanding then current Interest Period with respect thereto (in the case of any Euro-Dollar Loans (and funded participationsthen outstanding), if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) each Bank's Pro Rata Share shall be recalculated to reflect such increase in the Administrative Agent Commitments and the outstanding principal balance of the Loans shall promptly distribute be reallocated among the Banks such that the outstanding principal amount of Loans owed to each Bank shall be equal to such Bank's Pro Rata Share (as recalculated). All payments, repayments and other Lender its ratable share disbursements of the amounts received funds by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit Banks shall thereupon and, at all times thereafter be determined made in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretioneach Bank's recalculated Pro Rata Share.
Appears in 1 contract
Optional Increase in Commitments. Following the Effective Date, the The Borrower may, if it so electsfrom time to time, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit C, request that the Aggregate Commitment Amount be increased by an aggregate amount (for all such increases) not exceeding $1,000,000,000 by (a) increasing the Commitment Amount of one or more Lenders that have agreed to such increase (in their sole discretion) and/or (b) adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment Amount in an amount agreed to by any such Additional Lender; provided that (i) any increase in the Aggregate Commitment Amount shall be in an aggregate amount of $25,000,000 or a higher integral multiple of $1,000,000; (ii) no Additional Lender shall be added as a party hereto without the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Lender, the LC Issuers (which consents will shall not be unreasonably withheld) or if an Event of Default or an Unmatured Event of Default exists; (iii) subject to Section 8.07(h), no such increase shall be effective without the written consent of the LC Issuers (which consent shall not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution ; and delivery by (iv) the Borrower and may not request an increase in the Aggregate Commitment Amount unless the Borrower has delivered to the Administrative Agent (with a copy for each Lender) a certificate
(A) stating that any applicable governmental authority has approved such Lender or New Lender of an instrument in form increase, (B) attaching evidence, reasonably satisfactory to the Administrative Agent, together with of each such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments approval and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(iC) stating that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth representations and warranties contained in Sections 3.02(c) and (d) shall be satisfied Section 4.01 are correct on and as of the effective date of any such certificate as though made on and as of such date and that no Event of Default or Unmatured Event of Default exists on such date. Any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments Aggregate Commitment Amount pursuant to this Section 2.18 shall not exceed $250,000,000be effective three Business Days after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit C (in the case of an increase in the Commitment Amount of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit C (in the case of the addition of a commercial bank or other Person as a new Lender). On The Administrative Agent shall promptly notify the effective date Borrower and the Lenders of any increase in the aggregate amount of the Commitments Aggregate Commitment Amount pursuant to this Section 2.18 and of the Commitment Amount and Pro Rata Share of each Lender after giving effect thereto. The Borrower shall prepay any Advances outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 8.04(b)) to the extent necessary to keep the outstanding Advances ratable among the Lenders in accordance with any revised Pro Rata Shares arising from any non-ratable increase in the Commitment Amounts under this Section 2.18; provided that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower and each increasing Lender and Additional Lender, as applicable, may make arrangements satisfactory to such parties to cause an increasing Lender or an Additional Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (irather than fund its Pro Rata Share of all outstanding Advances concurrently with the applicable increase) each New Lender shall pay with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment Amount. To the extent that any increase pursuant to this Section 2.18 is not expressly authorized pursuant to resolutions or consents delivered pursuant to Section 3.01(b)(i), the Borrower shall, prior to the effectiveness of such increase, deliver to the Administrative Agent a certificate signed by an amount equal to its pro rata share authorized officer of the aggregate outstanding Loans (Borrower certifying and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has attaching the resolutions or consents that have been increased (an “Increasing Lender”) shall pay adopted to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment approve or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect consent to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Exelon Corp)
Optional Increase in Commitments. Following (a) Subject to the Effective Dateconditions set forth below, the Borrower Company may, if it so electsupon at least thirty (30) days prior written notice to the Agent and the Lenders, increase the aggregate amount of the CommitmentsAggregate Commitment, either by designating a financial institution lender not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents will consent shall not be unreasonably withheld or delayed), withheld) or by agreeing with an existing Lender that such Lender’s 's Commitment shall be increased. Upon execution increased (thus increasing the Aggregate Commitment); provided that:
(i) no Default or Unmatured Default shall have occurred and delivery be continuing hereunder as of the effective date;
(ii) any lender not theretofore a Lender shall meet the criteria set forth in the definition of Eligible Assignee;
(iii) the representations and warranties made by the Borrower Company and contained in Article V shall be true and correct on and as of the effective date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date);
(iv) the aggregate amount of all such increases in the Aggregate Commitments shall not exceed $50,000,000;
(v) The Company and the Lender or New lender not theretofore a Lender, shall execute and deliver to the Agent a Lender of an instrument Addition and Acknowledgement Agreement, in form reasonably and substance satisfactory to the Administrative AgentAgent and acknowledged by the Agent and each Borrower and Guarantor and substantially in the form of Exhibit E attached hereto;
(vi) no existing Lender shall be obligated in any way to increase its Commitment;
(vii) the Company shall pay any amount required to be paid pursuant to Section 3.4 hereof resulting from the reallocation of Loans pursuant to the increase in the Aggregate Commitment;
(viii) the Company shall have paid commitment fees to additional Lenders sufficient to induce such Lenders to provide the requested Commitments; and
(ix) the Agent may request any other documents or information in its reasonable discretion.
(b) Upon the execution, together with such evidence of appropriate corporate authorization on the part delivery, acceptance and recording of the Borrower with respect Lender Addition and Acknowledgement Agreement, from and after the effective date specified in a Lender Addition and Acknowledgement Agreement, which effective date shall be five (5) Business Days after the delivery thereof to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably requestAgent, such existing Lender shall have a Commitment as therein set forth or such other financial institution Lender shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided.
(c) Upon its receipt of a Lender Addition and Acknowledgement Agreement together with any Note or Notes subject to such addition and assumption and the written consent to such addition and assumption, the Agent shall, if such Lender Addition and Acknowledgement Agreement has been completed and is substantially in the form of Exhibit E:
(i) that the Borrower shall provide prompt notice of accept such increase to the Administrative Agent, who shall promptly notify the LendersLender Addition and Acknowledgement Agreement;
(ii) record the conditions set forth information contained therein in Sections 3.02(cthe Register; and
(iii) give prompt notice thereof to the Lenders and the Company. Within five (d5) Business Days after receipt of notice, the Company shall execute and deliver to the Agent, in exchange for the surrendered Note or Notes of any existing Lender or with respect to any Lender not theretofore a Lender, a new Note or Notes to the order of the applicable Lenders in amounts equal to the Commitments of such Lenders pursuant to the Lender Addition and Acknowledgement Agreement. Such new Note or Notes shall be satisfied on and as in an aggregate principal amount equal to the aggregate principal amount of such Commitments, shall be dated the effective date of any increase such Lender Addition and Acknowledgement Agreement and shall otherwise be in Commitments pursuant to this Section 2.18;
(iii) that any such increase substantially the form of the existing Notes. Each surrendered Note and/or Notes shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant canceled and returned to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretionCompany.
Appears in 1 contract
Optional Increase in Commitments. Following At any time prior to the Effective date that is thirty (30) days prior to the Revolving Availability Termination Date, if no Default shall have occurred and be continuing (or would result after giving effect thereto), the Borrower Borrower, may, if it so elects, increase the aggregate amount of the CommitmentsCommitments (each such increase to be in an aggregate amount that is an integral multiple of $5,000,000 and not less than $10,000,000), either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing the Swingline Lender, which consents consent will not be unreasonably withheld or delayed, and only if such financial institution accepts a Commitment in an aggregate amount that is an integral multiple of $5,000,000 and not less than 38 $10,000,000), or by agreeing with an existing Lender that such Lender’s 's Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender other financial institution of an instrument (a “Commitment Acceptance”) in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and with all the rights and obligations of a Lender with such a Commitment hereunder, and any such other financial institution shall be deemed to be a Lender for all purposes of this Agreement and the other Loan Documents without any amendment hereto or thereto and without the consent of any other party (other than those required above in this Section 2.11); provided:
(ia) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(iib) that the conditions set forth in Sections 3.02(c) and (d) Borrower shall be satisfied on and as have delivered to the Administrative Agent a copy of the effective date of any increase in Commitments pursuant to this Section 2.18Commitment Acceptance;
(iiic) that any the amount of such increase shall be increase, together with all other increases in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall 2.11 since the date of this Agreement, does not exceed $250,000,00025,000,000;
(d) that, before and after giving effect to such increase, the representations and warranties of the Borrower contained in Article 3 of this Agreement shall be true and correct in all material respects; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to such qualification therein) in all respects as of such date; and
(e) that the Administrative Agent shall have received such evidence (including an opinion of Borrower's counsel) as it may reasonably request to confirm the Borrower's due authorization of the transactions contemplated by this Section 2.11 and the validity and enforceability of the obligations of the Borrower resulting therefrom. On the effective date of any such increase, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders that the conditions set forth in clauses (a) through (e) above have been satisfied. Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.2.11:
Appears in 1 contract
Optional Increase in Commitments. Following Unless a Default or an Event of Default has occurred and is continuing, Prologis, by written notice to Administrative Agent (and without the Effective Dateconsent of any Bank other than an Increasing Bank (as defined below)), shall have the Borrower may, if it so elects, right to increase the aggregate amount of the Commitments, either Commitments by designating a financial institution not theretofore a Lender admitting any Qualified Institution as an additional Bank hereunder (each a “New LenderBank”) or (b) increasing the Commitment of any existing Bank that has agreed in writing to become such increase (each an “Increasing Bank”), subject to the following conditions:
(i) no Person shall be admitted as a Lender (such designation to be effective only with New Bank without the prior written consent approval of the Administrative Agent and each Issuing LenderAgent, which consents approval will not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) each New Bank shall duly execute and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant deliver to this Section 2.18Administrative Agent a New Bank Joinder Agreement;
(iii) that any such increase each Increasing Bank shall be in an amount which is duly execute and deliver to Administrative Agent a multiple of $10,000,000; andBank Commitment Increase Agreement;
(iv) that immediately after such increase is made, the aggregate amount of all increases in the aggregate Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On JPY 11,500,000,000 (such that the effective date aggregate Commitments after all such increases shall not exceed JPY 56,500,000,000);
(v) each increase in the aggregate Commitments shall be in a minimum aggregate amount of any increase JPY 1,000,000,000 (or such lesser amount as Administrative Agent may agree or shall result in the aggregate amount of the Commitments all increases pursuant to this Section 2.18, 2.1(b) being JPY 11,500,000,000);
(ivi) each New Lender shall pay to upon the Administrative Agent an amount equal to its pro rata share effectiveness of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agentincrease, (A) each other Lender the Pro Rata Shares of the Banks shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders adjusted and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent Borrowers shall promptly distribute make such borrowings and repayments as shall be necessary to each other Lender its ratable share effect the reallocation of the amounts received Committed Loans so that the Committed Loans are held by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined Banks in accordance with their Commitments Pro Rata Shares after giving effect to such increase. For the avoidance ;
(vii) if as a result of doubt, no existing Lender shall have any obligation to participate in such increase except in the Commitments, there shall be a reallocation of Yen LIBOR Loans, the applicable Borrowers shall pay any amounts that may be due pursuant to Section 2.11. Nothing in this Section 2.1(b) shall constitute or be deemed to constitute an agreement by any Bank to increase its absolute and sole discretionCommitment hereunder.
Appears in 1 contract
Optional Increase in Commitments. Following At any time prior to the Effective date that is thirty (30) days prior to the Revolving Availability Termination Date, if no Default shall have occurred and be continuing (or would result after giving effect thereto), the Borrower Borrower, may, if it so elects, increase the aggregate amount of the CommitmentsCommitments (each such increase to be in an aggregate amount that is an integral multiple of $5,000,000 and not less than $10,000,000), either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing the Swingline Lender, which consents consent will not be unreasonably withheld or delayed, and only if such financial institution accepts a Commitment in an aggregate amount that is an integral multiple of $5,000,000 and not less than $10,000,000), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender other financial institution of an instrument (a “Commitment Acceptance”) in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and with all the rights and obligations of a Lender with such a Commitment hereunder, and any such other financial institution shall be deemed to be a Lender for all purposes of this Agreement and the other Loan Documents without any amendment hereto or thereto and without the consent of any other party (other than those required above in this Section 2.11); provided:
(ia) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(iib) that the conditions set forth in Sections 3.02(c) and (d) Borrower shall be satisfied on and as have delivered to the Administrative Agent a copy of the effective date of any increase in Commitments pursuant to this Section 2.18Commitment Acceptance;
(iiic) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of such increase, together with all other increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.182.11 since the date of this Agreement, does not exceed One Hundred Million Dollars (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above$100,000,000); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.;
Appears in 1 contract
Optional Increase in Commitments. Following the Effective DateAt any time, if no Default shall have occurred and be continuing, the Borrower may, if it so elects, increase the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) Bank to become a Lender Bank (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld or delayed), withheld) or by agreeing with an existing Lender Bank that such Lender’s Bank's Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender Bank or New Lender other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender Bank shall have a Commitment as therein set forth or such other financial institution shall become a Lender Bank with a Commitment as therein set forth and all the rights and obligations of a Lender Bank with such a Commitment hereunder; providedPROVIDED:
(ia) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the LendersBanks;
(iib) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and that no Commitment of any Bank exceeds, as a result of such increase, 10% of the effective date aggregate amount of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000the Commitments; and
(ivc) that immediately after the amount of such increase is madeincrease, together with all other increases in the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall 2.17 since the date of this Agreement, does not exceed $250,000,000500,000,000. On the effective date of Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.182.17, (i) each New Lender within five Domestic Business Days, in the case of any Group of Base Rate Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Group of Euro-Currency Loans then outstanding, the Borrower shall pay prepay such Group in its entirety and, to the Administrative Agent an amount equal extent the Borrower elects to its pro rata share of the aggregate outstanding Loans (do so and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay subject to the Administrative Agent an amount equal conditions specified in Article 3, the Borrower shall reborrow Syndicated Loans from the Banks in proportion to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their respective Commitments after giving effect to such increase. For , until such time as all outstanding Syndicated Loans are held by the avoidance of doubt, no existing Lender shall have any obligation to participate Banks in such increase except in its absolute and sole discretionproportion.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Tyco International LTD /Ber/)
Optional Increase in Commitments. Following The Company may at any time, by means of a letter to the Effective DateAgent substantially in the form of Exhibit H, request that the Borrower may, if it so elects, combined Commitments be increased by (a) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (b) adding an Eligible Assignee as a party hereto with a Commitment in an amount agreed to by such Eligible Assignee; provided that (i) no Eligible Assignee shall be added as a party hereto without the written consent of the Agent (which shall not be unreasonably withheld) and (ii) in no event shall the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with combined Commitments exceed $120,000,000 without the prior written consent of the Administrative Agent and each Issuing Lender, which consents will not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment shall be increasedall Lenders. Upon execution and delivery by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any Any increase in the combined Commitments pursuant to this Section 2.18;
2.14 shall effective three Business Days after the date on which the Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit H (iiiin the case of an increase in the Commitment of an existing Lender) that any or assumption letter in the form of Annex 2 to Exhibit H (in the case of the addition of an Eligible Assignee as a new Lender) or on such increase shall be in an amount which other date as is a multiple of $10,000,000; and
(iv) that immediately after such increase is madeagreed among the Company, the aggregate Agent and the increasing or new Lender. The Agent shall promptly notify the Company and the Lenders of any increase in the amount of increases in the combined Commitments pursuant to this Section 2.18 shall not exceed $250,000,0002.14 and of the Commitment and Pro Rata Share of each Lender after giving effect thereto. On The Company acknowledges that, in order to maintain Loans in accordance with each Lender's Pro Rata Share, a reallocation of the effective date Commitments as a result of any a non-pro-rata increase in the aggregate amount combined Commitments may require prepayment of all or portions of certain Loans on the Commitments pursuant to this Section 2.18, date of such increase (i) each New Lender and any such prepayment shall pay be subject to the Administrative Agent an amount equal to its pro rata share provisions of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as aboveSection 3.4); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Truserv Corp)
Optional Increase in Commitments. Following At any time the Effective DateBorrower, the Borrower may, if it so elects, increase the aggregate amount of the Commitments, either by designating a one or more financial institution institutions not theretofore a Lender (each, a “"New Lender”") to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld or delayed), or and/or by agreeing with one or more existing Lenders (each, an existing Lender "Increasing Lender") that each such Lender’s 's Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with each such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments New Lender and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Increasing Lender shall have a Commitment as therein set forth or in such other financial institution shall become a Lender instrument with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; providedprovided that:
(i) that no Event of Default shall have occurred and be continuing immediately before or after giving effect to such increase;
(ii) the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of greater than or equal to $10,000,000; and;
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 2.19 shall not exceed $250,000,00050,000,000;
(v) any such increase in the Commitments shall not constitute a separate tranche of Commitments but an increase thereof, and shall have the same terms as the outstanding Loans including, without limitation, the Applicable Rate with respect to such New Lender or Increasing Lender's portion of the outstanding Loans which shall not exceed the Applicable Rate in effect as of the Effective Date;
(vi) no New Lender or Increasing Lender shall receive any additional fees or compensation directly or indirectly from Holdings, the Borrower or any Restricted Subsidiary for such Lender's new Commitment or the increased portion thereof, as applicable, other than upfront fees no greater than those paid to the initial Lenders on a comparable basis; and
(vii) the Borrower may elect to increase the aggregate amount of the Commitments pursuant to this Section 2.19 no more than twice. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.182.19, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Increasing Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); Loans, in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (Ai) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s 's new Commitment or the increased portion thereof as applicable, and (Bii) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretionparagraph.
Appears in 1 contract
Optional Increase in Commitments. (a) Following the Effective Date, the Borrower may, if it so elects, increase the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a an “New Additional Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent Agent, the Issuing Bank and each Issuing the Swingline Lender, which consents consent will not be unreasonably withheld or delayedwithheld), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization and/or confirmations on the part of the Borrower and the Parent Guarantor with respect to the increased Commitments and such opinions of counsel for the Borrower and the Parent Guarantor with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) Section 4.03 shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.182.20;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 2.20, shall not exceed $250,000,000. 100,000,000.
(b) On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.182.20, (i) each New Additional Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) whose Commitment has been increased shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); Loans, in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Additional Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, applicable and (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increaseparagraph. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Mallinckrodt PLC)
Optional Increase in Commitments. Following The Company may from time to time, by means of a letter to the Effective DateAdministrative Agent substantially in the form of Exhibit G, request that the Borrower may, if it so elects, increase Aggregate Commitments be increased by (a) increasing the aggregate amount of the Commitments, either Commitment of one or more Lenders which have agreed to such increase and/or (b) adding an Eligible Assignee as a party hereto with a Commitment in an amount agreed to by designating such Eligible Assignee; provided that (i) no Eligible Assignee shall be added as a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (party hereto unless such designation to be effective only with the prior written consent of Eligible Assignee shall have been approved in writing by the Administrative Agent and each Issuing Lender, (which consents will approval shall not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment (ii) in no event shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender Aggregate Commitments exceed $300,000,000 without the written consent of an instrument in form reasonably satisfactory to all Lenders, (iii) at the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice time of such increase to the Administrative Agentand after giving effect thereto, who no Event of Default or Unmatured Event of Default shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) exist and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (both before and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase, the Company shall be in pro forma compliance with all financial covenants set forth in Section 7. For Any increase in the avoidance amount of doubtthe Aggregate Commitment pursuant to this Section 2.16 shall become effective three Business Days after the date on which the Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit G (in the case of an increase in the amount of the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit G (in the case of the addition of an Eligible Assignee as a new Lender) or on such other date as is agreed among the Company, no existing the Agent and the increasing or new Lender. The Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitment pursuant to this Section 2.16 and of the amount of the Commitment and Pro Rata Share of each Lender shall have any obligation after giving effect thereto. The Company acknowledges that, in order to participate maintain Loans in accordance with each Lender’s Pro Rata Share, a reallocation of the Commitments as a result of a non-pro-rata increase in the amount of the Aggregate Commitment may require prepayment of all or portions of certain Loans on the date of such increase except in its absolute (and sole discretionany such prepayment shall be subject to the provisions of Section 3.4).
Appears in 1 contract
Sources: Credit Agreement (Smith a O Corp)
Optional Increase in Commitments. Following (a) (a) Effective as of the Effective Closing Date, or at any time thereafter (prior to the Borrower mayRevolving Termination Date) but no more than once per month, if it so electsno Default or Event of Default has occurred and is continuing both before and after giving effect to an increase, the Company shall have the option to increase the aggregate amount Aggregate Commitment by (i) increasing the Commitment of one or more Banks already party to this Agreement (each such Bank increasing its Commitment, an "Increasing Bank"), in each case pursuant to a Commitment Increase Agreement, in substantially the form of Exhibit L (a "Commitment Increase Agreement") and/or (ii) adding one or more lending institutions not a party hereto (each such new bank, a "New Bank") as a party to this Agreement, in each case pursuant to a New Bank Agreement, in substantially the form of Exhibit M (a "New Bank Agreement"). The effectiveness of any such increase is subject to the satisfaction of the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Lender, which consents will not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; providedfollowing conditions:
(iA) that any request for increase of the Commitment of an Increasing Bank be made through the Agent (it being understood that an Increasing Bank may accept or reject any increase request in its sole and absolute discretion);
(B) that the Borrower Company shall provide prompt prior written notice of such any proposed increase (whether involving an Increasing Bank or a New Bank) to the Administrative Agent, at least 15 Business Days (or such shorter period as the Agent may agree to in the given instance) prior to the effectiveness of such increase, who shall promptly notify the LendersBanks;
(iiC) in the conditions set forth in Sections 3.02(c) case of a Commitment increase by an Increasing Bank, that the Company and (d) such Increasing Bank shall be satisfied on have entered into a Commitment Increase Agreement, and as of such Commitment Increase Agreement shall have been delivered to the effective date of any increase in Commitments pursuant to this Section 2.18Agent;
(iiiD) in the case of an accession hereto by a New Bank, that the Company and such New Bank shall have entered into a New Bank Agreement, and such New Bank Agreement shall have been delivered to the Agent;
(E) that the Agent shall have acknowledged and accepted the Commitment Increase Agreement or New Bank Agreement, as the case may be (such acknowledgment and acceptance not to be unreasonably withheld);
(F) that each New Bank shall be an Eligible Assignee;
(G) that the Aggregate Commitment, following such increase, shall not exceed $1,250,000,000;
(H) that any fees payable to any Increasing Bank or New Bank in connection with such increase shall be in an amount which is a multiple of $10,000,000have been paid; and
(ivI) that immediately after such increase is madeany other amounts then due hereunder in connection therewith, the aggregate amount of increases in the Commitments pursuant to this including any amounts payable under Section 2.18 shall not exceed $250,000,000. On the effective date 3.04 as a result of any increase in assignments of Offshore Rate Committed Loans under subsection 2.16(b) on a day other than the aggregate amount last day of the Commitments pursuant to this Section 2.18an Interest Period, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretionbeen paid.
Appears in 1 contract
Optional Increase in Commitments. Following At any time prior to the Effective Datedate that is thirty (30) months after the date of this Agreement, provided no Event of Default shall have occurred and then be continuing, the Borrower may, if it so elects, increase the aggregate amount of the CommitmentsCommitments (subject to proviso (b) in the next sentence), either by designating a financial institution Qualified Institution not theretofore a Lender (a “New Lender”) Bank to become a Lender Bank (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing LenderAgent, which consents consent will not be unreasonably withheld or delayed), or withheld) and/or by agreeing with an existing Lender Bank or Banks that such LenderBank’s Commitment shall be increased, it being understood that no such existing Bank or Banks shall have any obligation to so increase its Commitment). Upon execution and delivery by the Borrower and such Lender Bank or New Lender other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender Bank shall have a Commitment as therein set forth or such other financial institution Qualified Institution shall become a Lender Bank with a Commitment as therein set forth and all the rights and obligations of a Lender Bank with such a Commitment hereunder; providedprovided that:
(ia) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000Banks; and
(ivb) that immediately after the amount of such increase is madeincrease, together with all other increases in the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall 9.17 since the date of this Agreement, does not cause the Loan Amount to exceed $250,000,000. On the effective date of 700,000,000.
(c) Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.189.17, within five Business Days (in the case of any Base Rate Loans then outstanding) or at the end of the then current Interest Period with respect thereto (in the case of any Euro-Dollar Loans then outstanding), as applicable, each Bank’s pro rata share shall be recalculated to reflect such increase in the Commitments and the outstanding principal balance of the Loans shall be reallocated among the Banks such that the outstanding principal amount of Loans owed to each Bank shall be equal to such Bank’s pro rata share (as recalculated). All payments, repayments and other disbursements of funds by the Administrative Agent to Banks shall thereupon and, at all times thereafter be made in accordance with each Bank’s recalculated pro rata share. For purposes hereof, “Qualified Institution” means a Bank, or one or more banks, finance companies, insurance or other financial institutions which (i) each New Lender shall pay (A) has (or, in the case of a bank which is a subsidiary, such bank’s parent has) a rating of its senior debt obligations of not less than Baa-1 by Moody’s or a comparable rating by a rating agency acceptable to the Administrative Agent an amount equal to its pro rata share and (B) has total assets in excess of the aggregate outstanding Loans Ten Billion Dollars (and funded participations$10,000,000,000), if any, in Letters of Credit) and or (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay is reasonably acceptable to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.
Appears in 1 contract
Optional Increase in Commitments. Following The Borrower may from time to time, by written notice to the Effective DateAdministrative Agent, executed by the Borrower mayand one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), if which may include any Lender (it so electsbeing understood that no Lender shall have any obligation to become an Increasing Lender), cause the Commitments of the Increasing Lenders to be increased (or cause Commitments to be extended by the Increasing Lenders, as the case may be) in an amount for each Increasing Lender set forth in such notice; provided that (i) the amount of any such increase in the aggregate Commitments shall be not less than $25,000,000, (ii) the aggregate amount of the Commitmentsincreases in Commitments made pursuant to this Section shall not exceed $1,000,000,000 and (iii) each Increasing Lender, either by designating a financial institution if not theretofore already a Lender (a “New Lender”) hereunder, shall be subject to become a Lender (such designation to be effective only with the prior written consent approval of the Administrative Agent and each Issuing Lender, Bank (which consents will approval shall not be unreasonably withheld withheld, conditioned or delayed), or by agreeing with an existing Lender that ) and shall execute all such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments documentation as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice specify to evidence the Commitment of such increase to the Administrative Agent, who Increasing Lender and its status as a Lender hereunder. Such notice shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(cthe date (the “Increase Effective Date”) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant requested to this Section 2.18 become effective (which shall not exceed $250,000,000be less than five Domestic Business Days or more than 45 days after the date of such notice). On the effective date of any increase in Increase Effective Date, (A) the aggregate principal amount of the Commitments pursuant Revolving Loans outstanding (the “Initial Loans”) immediately prior to this Section 2.18giving effect to the commitment increase on the Increase Effective Date shall be deemed to be repaid, (iB) after the effectiveness of the commitment increase, the Lenders shall be deemed to have made new Revolving Loans (the “Subsequent Borrowings”) of the types and in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and, in the case of Eurodollar Revolving Loans, for the Interest Periods equal to the remaining portions of the Interest Periods in effect prior to such deemed repayment, (C) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent same day funds an amount equal to the increase in its pro rata share difference, if positive, between (x) such Lender’s Percentage (calculated after giving effect to the commitment increase) of the aggregate outstanding Loans Subsequent Borrowings and (and funded participations as y) such Lender’s Percentage (calculated without giving effect to the commitment increase) of the Initial Loans, (D) after the Administrative Agent receives the funds specified in clause (C) above); in , the Administrative Agent shall pay to each case such payments shall be for Lender the account of each other Lender. Upon receipt portion of such funds that is equal to the difference, if positive, between (1) such Lender’s Percentage (calculated without giving effect to the commitment increase) of the Initial Loans and (2) such Lender’s Percentage (calculated after giving effect to the commitment increase) of the amount by of the Administrative AgentSubsequent Borrowings, (AE) each other Lender (including each Increasing Lender) shall be deemed to have ratably assigned that portion hold its Percentage of its outstanding Loans that is being reduced each Subsequent Borrowing (each calculated after giving effect to the New commitment increase) and (F) the Borrower shall pay each Lender (other than any Increasing Lender that was not a Lender before giving effect to the Commitment increase) any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (A) above in respect of each Eurodollar Revolving Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.14 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto (it being agreed that Lenders will be entitled to break-funding compensation only with respect to the net amounts by which their Eurodollar Revolving Loans shall have been reduced as a result of the transactions provided for in the immediately preceding sentence). Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) or addition of an Increasing Lender shall become effective under this Section unless (x) on the date of such increase, the conditions set forth in Section 3.02(b) and (c) shall be satisfied (with all references in such paragraphs to a Credit Event being deemed to be references to such increase) and the Increasing Lenders in accordance with Administrative Agent shall have received a certificate to that effect dated such Lender’s new Commitment or date and executed by a financial officer of the increased portion thereof as applicableBorrower, and (By) the Administrative Agent shall promptly distribute to have received (with sufficient copies for each other Lender its ratable share of the amounts received by the Administrative Agent Lenders) documents consistent with those delivered pursuant to this paragraph Section 3.01(b) and (Cd) as to the participations corporate power and authority of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments Borrower to borrow hereunder after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Marathon Oil Corp)
Optional Increase in Commitments. Following the Effective The Company may, from time to time prior to Termination Date, by means of a letter to the Borrower mayAdministrative Agent substantially in the form of Exhibit G, if it so elects, increase request that the aggregate amount Commitment be increased by (a) increasing the Pro Rata Share of the Commitments, either Commitment of one or more Banks which have agreed to such increase and/or (b) adding one or more commercial banks or other Persons as a party hereto with a Pro Rata Share in an amount agreed to by designating any such commercial bank or other Person; provided that (i) no commercial bank or other Person shall be added as a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with party hereto without the prior written consent of the Administrative Agent and each Issuing Lender, (which consents will consent shall not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s ; (ii) in no event shall the Commitment exceed $165,000,000 without the written consent of all Banks; and (iii) the Commitment under (and as defined in) the 364 Day Agreement shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender of an instrument increased in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect proportion to the increased Commitments and such opinions of counsel for Commitment under this Agreement (provided that the Borrower with respect 364 Day Agreement is then still in effect). Any increase in the Commitment pursuant to this Section 25 shall be effective three Business Days after the increased Commitments as date on which the Administrative Agent may reasonably request, such has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit G (in the case of an increase in the Commitment of an existing Lender shall have a Commitment as therein set forth Bank) or such other financial institution shall become a Lender with a Commitment as therein set forth and all assumption letter in the rights and obligations form of Annex 2 to Exhibit G (in the case of the addition of a Lender with such commercial bank or other Person as a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the new Bank). The Administrative Agent, who Agent shall promptly notify the Lenders;
(ii) Company and the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date Banks of any increase in Commitments the amount of the Commitment pursuant to this Section 2.18;
(iii) that 25 and of the Pro Rata Share of each Bank after giving effect thereto. The Company shall prepay any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On Loans outstanding on the effective date of any increase in the aggregate amount of the Commitments Commitment pursuant to this Section 2.18, 25 (iand pay additional amounts required pursuant to Section 3.4) each New Lender shall pay to the Administrative Agent an amount equal extent necessary to its pro rata share of keep the aggregate outstanding Loans (and funded participations, if any, ratable with any revised Pro Rata Share arising from any nonratable increase in Letters of Credit) and (ii) the Commitment under this Section. This Section shall supersede any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay provisions in Section 24 to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments after giving effect to such increase. For the avoidance of doubt, no existing Lender shall have any obligation to participate in such increase except in its absolute and sole discretioncontrary.
Appears in 1 contract
Sources: Credit Agreement (Xtra Corp /De/)
Optional Increase in Commitments. Following Unless a Potential Event of Default or an Event of Default has occurred and is continuing, Borrower, by written notice to the Effective Administrative Agent, may request on multiple occasions, on or before the date that is six (6) months prior to the Revolving Credit Termination Date, that the Borrower may, if it so elects, increase Commitments be increased by an amount not less than Ten Million Dollars ($10,000,000) per request and not more than Five Hundred Million Dollars ($500,000,000) in the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation that the aggregate Commitments after such increases shall never exceed Two Billion Five Hundred Million Dollars ($2,500,000,000)); provided that for any such request (i) any Lender which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment but shall not have any obligation to so increase its Commitment, (ii) any Lender which is a party to this Agreement prior to such request for increase that so elects to increase its Commitment shall be effective only with required to increase its Alternative Currency Commitment on a pro rata basis (provided that to the extent any Lender’s Pro Rata Share of Alternative Currency Commitments was zero prior written consent to such increase, then such Lender shall not be required to allocate any portion of such increase to an Alternative Currency Commitment), and (iii) in the event that any Lender which is a party to this Agreement prior to such request for increase does not elect to increase its Commitment, the Administrative Agent and each Issuing Lenderthe Syndication Agent shall use commercially reasonable efforts to locate additional Eligible Assignees willing to provide commitments for the requested increase, and the Borrower may also identify additional Eligible Assignees willing to provide commitments for the requested increase, provided further that the Administrative Agent shall approve any such additional Eligible Assignees, which consents approval will not be unreasonably withheld or delayed). In the event that Eligible Assignees commit to any such increase, or by agreeing with an existing Lender that such Lender’s Commitment the Commitments of the committed Lenders shall be increased. Upon execution , the Pro Rata Shares of the Lenders shall be adjusted, Borrower or the applicable Qualified Borrower shall make such borrowings and delivery repayments as shall be necessary to effect the reallocation of the Committed Loans so that the Committed Loans are held by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof as applicable, (B) the Administrative Agent shall promptly distribute to each other Lender its ratable share of the amounts received by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined in accordance with their Commitments Pro Rata Shares after giving effect to such increase, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or make new Commitments in response to the Borrower’s request for an increase in the aggregate Commitments pursuant to this Section 2.1(d), in each case without the consent of the Lenders other than those Lenders increasing their Commitments. For the avoidance of doubt, no existing Lender shall have The fees payable by Borrower upon any obligation to participate in such increase except in the Commitments shall be agreed upon by the Administrative Agent and Borrower at the time of such increase. In addition, if as a result of any such increase in the Commitments, there shall be a reallocation of Euro-Dollar Rate Loans, Borrower shall pay any amounts that may be due pursuant to Section 5.2(f) hereof. Notwithstanding the foregoing, nothing in this Section 2.1(d) shall constitute or be deemed to constitute an agreement by any Lender to increase its absolute and sole discretionCommitment hereunder.
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Optional Increase in Commitments. Following Unless a Default or an Event of Default has occurred and is continuing, Borrower, by written notice to the Effective DateAdministrative Agent, shall have the Borrower may, if it so elects, right to request an increase of up to Ten Billion Yen (JPY 10,000,000,000) such that the aggregate amount of Commitment after all such increases shall not exceed Fifty-Five Billion Yen (JPY 55,000,000,000); provided that for any such request (i) any Bank which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment but shall not have any obligation to so increase its Commitment, and (ii) in the Commitmentsevent that any Bank which is a party to this Agreement prior to such request for increase does not elect to increase its Commitment, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Lenderthe Syndication Agent shall use commercially reasonable efforts to locate additional Qualified Institutions willing to provide commitments for the requested increase, and Borrower may also identify additional Qualified Institutions willing to provide commitments for the requested increase, provided further that the Administrative Agent shall approve any such additional Qualified Institutions, which consents approval will not be unreasonably withheld or delayed), or by agreeing with an existing Lender that . Any such Lender’s Bank willing to increase its Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided:
(i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;
(ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18;
(iii) that any such requested increase shall be in an amount which is a multiple of $10,000,000; and
(iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay duly execute and deliver to the Administrative Agent an amount equal a Bank Commitment Increase Agreement. Any such additional Qualified Institution willing and approved to its pro rata share of provide commitments for the aggregate outstanding Loans (requested increase shall duly execute and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay deliver to the Administrative Agent an amount equal a New Bank Joinder Agreement pursuant to which such Qualified Institution shall become a Bank hereunder. In the increase in its pro rata share of event that any Bank or Qualified Institutions commit to any such increase, such Banks and Qualified Institutions shall execute and deliver the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of its outstanding Loans that is being reduced to Bank Commitment Increase Agreement or the New Lenders and the Increasing Lenders in accordance with such Lender’s new Commitment or the increased portion thereof Bank Joinder Agreement, as applicable, (B) the Administrative Agent Commitment of each committed Bank shall promptly distribute to each other Lender its ratable share be increased, the Pro Rata Shares of the amounts received Banks shall be adjusted, Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Committed Loans so that the Committed Loans are held by the Administrative Agent pursuant to this paragraph and (C) the participations of the Lenders in outstanding Letters of Credit shall be determined Banks in accordance with their Commitments Pro Rata Shares after giving effect to such increase, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Banks have agreed to increase their respective Commitments or make new Commitments in response to Borrower’s request for an increase in the aggregate Commitment pursuant to this Section 2.1, in each case without the consent of the Banks other than those Banks increasing their Commitments. For The fees payable by Borrower and the avoidance of doubt, no existing Lender shall have Guarantors upon any obligation to participate in such increase except in the Commitments shall be agreed upon by the Administrative Agent, Borrower and the Guarantors. In addition, if as a result of any such increase in the Commitments, there shall be a reallocation of TIBOR Loans, Borrower shall pay any amounts that may be due pursuant to Section 2.15 hereof. Notwithstanding the foregoing, nothing in this Section 2.1(b) shall constitute or be deemed to constitute an agreement by any Bank to increase its absolute and sole discretionCommitment hereunder.
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