Additional Revolving Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefrom, the Borrower shall have the right after the Closing Date and on or prior to 180 days prior to the Maturity Date, and upon at least five (5) Business Days prior written notice to the Administrative Agent (which shall promptly notify each of the Lenders), to request that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Revolving Loan Commitment as a result of any such request by the Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.8 , and (y) such Additional Revolving Loan Commitment Agreement has become effective, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Loan Commitment as in effect prior to giving effect to such Additional Revolving Loan Commitment provided pursuant to this Section 2.8, (iii) any Lender (or, in the circumstances contemplated by clause (vi) below, any other Person which will qualify as an Eligible Assignee) may so provide an Additional Revolving Loan Commitment without the consent of any other Lender, (iv) each provision of Additional Revolving Loan Commitments on a given date pursuant to this Section 2.8 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vi) below, Eligible Assignees who will become Lenders)) of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 2.8 shall not cause the Aggregate Commitment to exceed Five Hundred Million Dollars ($500,000,000), (vi) if after the Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Revolving Loan Commitments pursuant to this Section 2.8, the Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower as provided below) then the Borrower may request Additional Revolving Loan Commitments from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees hereunder in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee in any respect than the terms offered to the Lenders, provided that any such Additional Revolving Loan Commitments provided by any such Eligible Assignee which is not already a Lender shall be in a minimum amount (for such Eligible Assignee) of at least $5,000,000. (b) In connection with the Additional Revolving Loan Commitments to be provided pursuant to this Section 2.8, (i) the Borrower, the Administrative Agent and each such Lender or other Eligible Assignee (each, an “Additional Revolving Loan Lender”) which agrees to provide an Additional Revolving Loan Commitment shall execute and deliver to the Administrative Agent an Additional Revolving Loan Commitment Agreement substantially in the form of Exhibit J (appropriately completed), with the effectiveness of such Additional Revolving Loan Lender’s Additional Revolving Loan Commitment to occur upon delivery of such Additional Revolving Loan Commitment Agreement to the Administrative Agent, the payment of up-front, commitment or other fees required in connection therewith (including, without limitation, any fees owing to the Administrative Agent) and the satisfaction of the other conditions in this Section 2.8(b) to the reasonable satisfaction of the Administrative Agent, (ii) the Additional Loan Commitment Requirements and any other conditions precedent agreed to by the Borrower that may be set forth in the respective Additional Revolving Loan Commitment Agreement shall have been satisfied, and (iii) if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Closing Date pursuant to Section 5.1.11 as may be reasonably requested by the Administrative Agent, and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Revolving Loan Commitment Agreement, and at such time (i) the Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Revolving Loan Commitments, (ii) Annex I shall be deemed modified to reflect the revised Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Additional Revolving Loan Lender, Revolving Notes will be issued at the Borrower’s expense, to such Additional Revolving Loan Lender, to be in conformity with the requirements of Section 2.7 (with appropriate modification) to the extent needed to reflect the Additional Revolving Loan Commitment made by such Additional Revolving Loan Lender. (c) In connection with any provision of Additional Revolving Loan Commitments pursuant to this Section 2.8, the Lenders and the Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Loans and incur additional Revolving Loans or (y) take such other actions as may be reasonably required by the Administrative Agent (including by requiring new Revolving Loans to be incurred and added to then outstanding Borrowings of the respective such Loans, even though as a result thereof such new Loans may have a shorter Interest Period than the then outstanding Borrowings of the respective such Loans), in each case to the extent necessary so that all of the Additional Revolving Loan Lenders effectively participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their Percentages (determined after giving effect to any increase in the Revolving Loan Commitment pursuant to this Section 2.8), (ii) the Borrower shall pay to the respective Lenders any costs of the type referred to in Section 4.5 in connection with any repayment and/or Borrowing required pursuant to preceding clause (i), and (iii) to the extent Revolving Loans are to be so incurred or added to the then outstanding Borrowings of the respective Loans which are maintained as LIBO Rate Loans, the Lenders that have made such Loans shall be entitled to receive from the Borrower such amounts, as reasonably determined by the respective Lenders, to compensate them for funding the various Revolving Loans during an existing Interest Period (rather than at the beginning of the respective Interest Period, based upon rates then applicable thereto). All determinations by any Lender pursuant to clauses (ii) and (iii) above shall, absent manifest error, be final and conclusive and binding on all parties hereto.
Appears in 3 contracts
Samples: Credit Agreement (Strategic Hotels & Resorts, Inc), Credit Agreement (Strategic Hotels & Resorts, Inc), Credit Agreement (Strategic Hotels & Resorts, Inc)
Additional Revolving Loan Commitments. (a) Section 2.8.1 So long as no Default or Event of Default then exists or would result therefrom, the Borrower shall have the right after the Closing Date and on or prior to 180 days prior to second anniversary of the Maturity Closing Date, and upon at least five ten (510) Business Days prior written notice to the Administrative Agent (which shall promptly notify each of the Lenders), to request on up to three (3) occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Revolving Loan Commitment as a result of any such request by the Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.8 2.8, and (y) such Additional Revolving Loan Commitment Agreement has become effective, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Loan Commitment as in effect prior to giving effect to such Additional Revolving Loan Commitment provided pursuant to this Section 2.8, (iii) any Lender (or, in the circumstances contemplated by clause (vi) below, any other Person which will qualify as an Eligible Assignee) may so provide an Additional Revolving Loan Commitment without the consent of any other Lender, (iv) each provision of Additional Revolving Loan Commitments on a given date pursuant to this Section 2.8 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vi) below, Eligible Assignees who will become Lenders)) of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 2.8 shall not cause exceed the Aggregate Maximum Additional Revolving Loan Commitment to exceed Five Hundred Million Dollars ($500,000,000)Amount, (vi) if after the Borrower has requested the then existing Lenders (other than any then Defaulting Lenders) to provide Additional Revolving Loan Commitments pursuant to this Section 2.8, the Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower as provided below) then the Borrower may request Additional Revolving Loan Commitments from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees hereunder in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee (including through any other agreements or understandings between Borrower and/or its Affiliates, on the one hand, and such Eligible Assignee and its Affiliates, on the other) in any respect than the terms offered to the Lenders, provided that any such Additional Revolving Loan Commitments provided by any such Eligible Assignee which is not already a Lender shall be in a minimum amount (for such Eligible Assignee) of at least $5,000,000.
(b) Section 2.8.2 In connection with the Additional Revolving Loan Commitments to be provided pursuant to this Section 2.8, (i) the Borrower, the Administrative Agent and each such Lender or other Eligible Assignee (each, an “Additional Revolving Loan Lender”) which agrees to provide an Additional Revolving Loan Commitment shall execute and deliver to the Administrative Agent an Additional Revolving Loan Commitment Agreement substantially in the form of Exhibit J (appropriately completed), with the effectiveness of such Additional Revolving Loan Lender’s Additional Revolving Loan Commitment to occur upon delivery of such Additional Revolving Loan Commitment Agreement to the Administrative Agent, the payment of up-front, commitment or other any fees required in connection therewith (including, without limitation, any fees owing to the Administrative Agent) and the satisfaction of the other conditions in this Section 2.8(b) 2.8.2 to the reasonable satisfaction of the Administrative Agent, (ii) the Additional Loan Commitment Requirements and any other conditions precedent agreed to by the Borrower that may be set forth in the respective Additional Revolving Loan Commitment Agreement shall have been satisfied, and (iii) if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Closing Date pursuant to Section 5.1.11 as may be reasonably requested by the Administrative Agent, and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Revolving Loan Commitment Agreement, and at such time (i) the Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Revolving Loan Commitments, (ii) Annex I shall be deemed modified to reflect the revised Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Additional Revolving Loan Lender, Revolving Notes will be issued at the Borrower’s expense, to such Additional Revolving Loan Lender, to be in conformity with the requirements of Section 2.7 (with appropriate modification) to the extent needed to reflect the Additional Revolving Loan Commitment made by such Additional Revolving Loan Lender.
(c) Section 2.8.3 In connection with any provision of Additional Revolving Loan Commitments pursuant to this Section 2.8, the Lenders and the Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Loans and incur additional Revolving Loans or (y) take such other actions as may be reasonably required by the Administrative Agent (including by requiring new Revolving Loans to be incurred and added to then outstanding Borrowings of the respective such Loans, even though as a result thereof such new Loans may have a shorter Interest Period than the then outstanding Borrowings of the respective such Loans), in each case to the extent necessary so that all of the Additional Revolving Loan Lenders effectively participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their Percentages (determined after giving effect to any increase in the Revolving Loan Commitment pursuant to this Section 2.8), (ii) the Borrower shall pay to the respective Lenders any costs of the type referred to in Section 4.5 in connection with any repayment and/or Borrowing required pursuant to preceding clause (i), and (iii) to the extent Revolving Loans are to be so incurred or added to the then outstanding Borrowings of the respective Loans which are maintained as LIBO Rate Loans, the Lenders that have made such Loans shall be entitled to receive from the Borrower such amounts, as reasonably determined by the respective Lenders, to compensate them for funding the various Revolving Loans during an existing Interest Period (rather than at the beginning of the respective Interest Period, based upon rates then applicable thereto). All determinations by any Lender pursuant to clauses (ii) and (iii) above shall, absent manifest error, be final and conclusive and binding on all parties hereto.
Appears in 2 contracts
Samples: Credit Agreement (Spirit Realty Capital, Inc.), Credit Agreement (Spirit Realty Capital, Inc.)
Additional Revolving Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefrom, the U.S. Borrower shall have the right at any time and from time to time after the Closing Effective Date and on or prior to 180 30 days prior to the initial Maturity Date (or, if extended pursuant to Section 2.04, 60 days prior to the Maturity DateDate (as extended)), and upon at least five (5) 15 Business Days prior written notice to the Administrative Agent (which shall promptly notify each of the Lenders), to request on up to five occasions (including those on which requests are made pursuant to Section 2.16(d)) that one or more Lenders (and/or one or more other Persons which will become Lenders as provided belowin clause (vii) below (a “New Lender”)) provide Additional Revolving Loan Commitments (which may in the case of Canadian Lenders (or, in the circumstances contemplated by clause (vii) below, any other Person that becomes a Canadian Lender (a “New Canadian Lender”)) include a Canadian Dollar Revolving Loan Sub-Commitment and with respect to Alternate Currency RL Lenders may include related Additional Alternate Currency Revolving Loan Sub-Commitments with respect to one or more Alternate Currency Revolving Loan Sub-Tranches) and, subject to the applicable terms and conditions contained in this Agreement, make Revolving Loans pursuant thereto; , it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Revolving Loan Commitment (or a related Additional Alternate Currency Revolving Loan Sub-Commitment) as a result of any such request by the U.S. Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Revolving Loan Commitment (and any related Additional Alternate Currency Revolving Loan Sub-Commitment) and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (bSection 2.16(b) of this Section 2.8 , and (y) such Additional Revolving Loan Commitment Agreement has become effective, and (y) the other conditions set forth in Section 2.16(b) shall have been satisfied, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Loan Commitment (or any Alternate Currency Revolving Loans under a given Alternate Currency Revolving Loan Sub-Tranche in excess of its Alternate Currency Revolving Loan Sub-Commitment relating to such Alternate Currency Revolving Loan Sub-Tranche), in each case as in effect prior to giving effect to such Additional Revolving Loan Commitment (and any related Additional Alternate Currency Revolving Loan Sub-Commitment) provided pursuant to this Section 2.82.16, (iii) any Lender (or, in the circumstances contemplated by clause (vi) below, any other Person which will qualify as an Eligible Assignee) or New Lender may so provide an Additional Revolving Loan Commitment (and any related Additional Alternate Currency Revolving Loan Sub-Commitment and any Canadian Lender or any New Canadian Lender may so provide a Canadian Revolving Loan Sub-Commitment) without the consent of any other LenderLender but with the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld), (iv) each provision of Additional Revolving Loan Commitments (and any related Additional Alternate Currency Revolving Loan Sub-Commitment) on a given date pursuant to this Section 2.8 2.16 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vi) below, Eligible Assignees who will become New Lenders)) of at least $5,000,000 10,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount of all Additional Revolving Loan Commitments Commitments, together with all Term Loans, permitted to be provided pursuant to this Section 2.8 2.16 shall not cause exceed $400,000,000, and, after giving effect to any Additional Alternate Currency Revolving Loan Subcommitments, no Alternate Currency Revolving Loan Sub-Commitment Sub-Limit shall exceed the Aggregate Commitment to exceed Five Hundred Million Dollars ($500,000,000)Maximum Alternative Currency Revolving Sub-Commitment, (vi) if the fees payable to any Lender (including any New Lender) providing an Additional Revolving Loan Commitment shall be as set forth in the relevant Additional Revolving Loan Commitment Agreement, (vii) if, after the U.S. Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Revolving Loan Commitments (and any related Additional Alternate Currency Revolving Loan Sub-Commitment) pursuant to this Section 2.82.16, the U.S. Borrower has not received Additional Revolving Loan Commitments (and any related Additional Alternate Currency Revolving Loan Sub-Commitment) in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments (and any related Additional Alternate Currency Revolving Loan Sub-Commitment) which the U.S. Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the U.S. Borrower to the Administrative Agent as provided below) above), then the U.S. Borrower may request Additional Revolving Loan Commitments (and any related Additional Alternate Currency Revolving Loan Sub-Commitment) from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees Transferees hereunder (or from Persons who qualify as a Canadian Lender in the case of the Canadian Dollar Revolving Loan Sub-Commitment) in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee Transferee (or other Person qualifying as a Canadian Lender) in any respect than the terms offered to the Lenders, provided that any such Additional Revolving Loan Commitments (and any related Additional Alternate Currency Revolving Loan Sub-Commitment) provided by any such Eligible Assignee Transferee (or other Person qualifying as a Canadian Lender) which is not already a Lender shall be in a minimum amount (for such Eligible AssigneeTransferee) of at least $5,000,000.
10,000,000, and (bviii) In connection with all actions taken by the Additional Revolving Loan Commitments to be provided U.S. Borrower pursuant to this Section 2.8, (i) the Borrower, the Administrative Agent and each such Lender or other Eligible Assignee (each, an “Additional Revolving Loan Lender”) which agrees to provide an Additional Revolving Loan Commitment shall execute and deliver to the Administrative Agent an Additional Revolving Loan Commitment Agreement substantially in the form of Exhibit J (appropriately completed), with the effectiveness of such Additional Revolving Loan Lender’s Additional Revolving Loan Commitment to occur upon delivery of such Additional Revolving Loan Commitment Agreement to the Administrative Agent, the payment of up-front, commitment or other fees required in connection therewith (including, without limitation, any fees owing to the Administrative Agent) and the satisfaction of the other conditions in this Section 2.8(b) to the reasonable satisfaction of the Administrative Agent, (ii) the Additional Loan Commitment Requirements and any other conditions precedent agreed to by the Borrower that may be set forth in the respective Additional Revolving Loan Commitment Agreement shall have been satisfied, and (iii) if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Closing Date pursuant to Section 5.1.11 as may be reasonably requested by the Administrative Agent, and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Revolving Loan Commitment Agreement, and at such time (i) the Revolving Loan Commitment under, and for all purposes of, this Agreement 2.16 shall be increased by the aggregate amount of such Additional Revolving Loan Commitments, (ii) Annex I shall be deemed modified to reflect the revised Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Additional Revolving Loan Lender, Revolving Notes will be issued at the Borrower’s expense, to such Additional Revolving Loan Lender, to be in conformity with the requirements of Section 2.7 (with appropriate modification) to the extent needed to reflect the Additional Revolving Loan Commitment made by such Additional Revolving Loan Lender.
(c) In connection with any provision of Additional Revolving Loan Commitments pursuant to this Section 2.8, the Lenders and the Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, (i) the Borrower shall, done in coordination with the Administrative Agent, (x) repay outstanding Revolving Loans and incur additional Revolving Loans or (y) take such other actions as may be reasonably required by the Administrative Agent (including by requiring new Revolving Loans to be incurred and added to then outstanding Borrowings of the respective such Loans, even though as a result thereof such new Loans may have a shorter Interest Period than the then outstanding Borrowings of the respective such Loans), in each case to the extent necessary so that all of the Additional Revolving Loan Lenders effectively participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their Percentages (determined after giving effect to any increase in the Revolving Loan Commitment pursuant to this Section 2.8), (ii) the Borrower shall pay to the respective Lenders any costs of the type referred to in Section 4.5 in connection with any repayment and/or Borrowing required pursuant to preceding clause (i), and (iii) to the extent Revolving Loans are to be so incurred or added to the then outstanding Borrowings of the respective Loans which are maintained as LIBO Rate Loans, the Lenders that have made such Loans shall be entitled to receive from the Borrower such amounts, as reasonably determined by the respective Lenders, to compensate them for funding the various Revolving Loans during an existing Interest Period (rather than at the beginning of the respective Interest Period, based upon rates then applicable thereto). All determinations by any Lender pursuant to clauses (ii) and (iii) above shall, absent manifest error, be final and conclusive and binding on all parties hereto.
Appears in 2 contracts
Samples: Credit Agreement (Host Hotels & Resorts L.P.), Credit Agreement (Host Hotels & Resorts, Inc.)
Additional Revolving Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefrom, the U.S. Borrower shall have the right at any time and from time to time after the Closing Effective Date and on or prior to 180 30 days prior to the Maturity Date, and upon at least five (5) 15 Business Days prior written notice to the Administrative Agent (which shall promptly notify each of the Lenders), to request on up to four occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided belowin clause (vii) below (a “New Lender”)) provide Additional Revolving Loan Commitments (which may in the case of Canadian Lenders (or, in the circumstances contemplated by clause (vii) below, any other Person that becomes a Canadian Lender (a “New Canadian Lender”)) include a Canadian Dollar Revolving Loan Sub-Commitment) and, subject to the applicable terms and conditions contained in this Agreement, make Dollar Revolving Loans or Canadian Revolving Loans, as the case may be, pursuant thereto; , it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Revolving Loan Commitment as a result of any such request by the U.S. Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (bSection 2.16(b) of this Section 2.8 , and (y) such Additional Revolving Loan Commitment Agreement has become effective, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Loan Commitment as in effect prior to giving effect to such Additional Revolving Loan Commitment Commitments provided pursuant to this Section 2.82.16, (iii) any Lender (or, in the circumstances contemplated by clause (vi) below, any other Person which will qualify as an Eligible Assignee) or New Lender may so provide an Additional Revolving Loan Commitment (and any Canadian Lender or any New Canadian Lender may so provide a Canadian Revolving Loan Sub-Commitment) without the consent of any other LenderLender but with the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld), (iv) each provision of Additional Revolving Loan Commitments on a given date pursuant to this Section 2.8 2.16 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vi) below, Eligible Assignees who will become New Lenders)) of at least $5,000,000 10,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 2.8 2.16 shall not cause the Aggregate Commitment to exceed Five Hundred Million Dollars ($500,000,000)100,000,000, (vi) if the fees payable to any Lender (including any New Lender) providing an Additional Revolving Loan Commitment shall be as set forth in the relevant Additional Revolving Loan Commitment Agreement, (vii) if, after the U.S. Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Revolving Loan Commitments pursuant to this Section 2.82.16, the U.S. Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the U.S. Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the U.S. Borrower to the Administrative Agent as provided below) above), then the U.S. Borrower may request Additional Revolving Loan Commitments (including additional Canadian Dollar Revolving Loan Sub-Commitments) from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees Transferees hereunder (or from Persons who qualify as a Canadian Lender in the case of the Canadian Dollar Revolving Loan Sub-Commitment) in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee Transferee (or other Person qualifying as a Canadian Lender) in any respect than the terms offered to the Lenders, provided that any such Additional Revolving Loan Commitments provided by any such Eligible Assignee Transferee (or other Person qualifying as a Canadian Lender) which is not already a Lender shall be in a minimum amount (for such Eligible AssigneeTransferee) of at least $5,000,00010,000,000, and (viii) all actions taken by the U.S. Borrower pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent.
(b) In connection with At the time of any provision of Additional Revolving Loan Commitments to be provided pursuant to this Section 2.82.16, (i) the U.S. Borrower, the Administrative Agent and each such Lender or other Eligible Assignee Transferee (each, an “Additional Revolving Loan Lender”) which agrees to provide an Additional Revolving Loan Commitment shall execute and deliver to the Administrative Agent an Additional Revolving Loan Commitment Agreement substantially in the form of Exhibit J (appropriately completed), subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Revolving Loan Lender’s Additional Revolving Loan Commitment to occur upon delivery of such Additional Revolving Loan Commitment Agreement to the Administrative Agent, the payment of up-front, commitment or other any fees required in connection therewith (including, without limitation, any fees owing to the Administrative Agent) and the satisfaction of the other conditions in this Section 2.8(b2.16(b) to the reasonable satisfaction of the Administrative Agent), (ii) the Additional U.S. Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the Lenders, and incur additional Revolving Loans from certain other Lenders, in each case so that all of the Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitment Requirements and Commitments (after giving effect to any other conditions precedent agreed to by the Borrower that may be set forth increase in the respective Additional Total Revolving Loan Commitment Agreement shall have been satisfied, pursuant to this Section 2.16) and with the U.S. Borrower being obligated to pay to the respective Lenders the costs of the type referred to in Section 2.12 in connection with any such repayment and (iii) if requested by the Administrative Agent, the U.S. Borrower shall deliver to the Administrative Agent an opinion or opinionsopinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the U.S. Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such of the matters similar to those set forth in the opinions of counsel delivered to the Administrative Agent on the Closing Effective Date pursuant to Section 5.1.11 as may be reasonably requested by the Administrative Agent, 6.02 and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the effectiveness occurrence of each Additional Revolving Loan Commitment AgreementDate, and at (v) on each such time (i) date, the Total Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Revolving Loan Commitments, (iiw) Annex I on each such date, the Total Revolving A Loan Capacity shall be increased by either (1) a fraction of the aggregate amount of such Additional Revolving Loan Commitments, the numerator of which is the Total Revolving A Loan Capacity as of such date and the denominator of which is the Total Revolving Loan Commitments prior to giving effect to such Additional Revolving Loan Commitments or (2) such greater amount as the U.S. Borrower shall designate (provided that such designated increase in the Total Revolving A Loan Capacity shall not exceed the aggregate amount of such Additional Revolving Loan Commitments), and the Total Revolving B Loan Capacity shall be increased by the aggregate amount of such Additional Revolving Loan Commitments minus the increase in the Total Revolving A Loan Capacity on such date pursuant to this clause (w), (x) on each such date Schedule I-A shall be deemed modified to reflect the revised Revolving Loan Commitments of the affected Lenders, (y) on each such date on which an additional Canadian Dollar Revolving Loan Sub-Commitment is provided, Schedule I-B shall be deemed modified to reflect the revised Canadian Dollar Revolving Loan Subcommitment of the affected Canadian Lenders and (iiiz) to the extent requested by any Additional Revolving Loan Lenderavailability amounts set forth in clauses (B), Revolving Notes will be issued at the Borrower’s expense, to such Additional Revolving Loan Lender, to be in conformity with the requirements (C) and (D) of Section 2.7 (with appropriate modification2.01(a)(vii) to shall automatically be increased by the extent needed to reflect same percentage as the Additional percentage increase in the Total Revolving A Loan Commitment made by such Additional Revolving Loan Lender.
(c) In connection with any provision of Additional Revolving Loan Commitments Capacity pursuant to this Section 2.8, the Lenders and the Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Loans and incur additional Revolving Loans or (y) take such other actions as may be reasonably required by the Administrative Agent (including by requiring new Revolving Loans to be incurred and added to then outstanding Borrowings of the respective such Loans, even though as a result thereof such new Loans may have a shorter Interest Period than the then outstanding Borrowings of the respective such Loans), in each case to the extent necessary so that all of the Additional Revolving Loan Lenders effectively participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their Percentages (determined after giving effect to any increase in the Revolving Loan Commitment pursuant to this Section 2.8), (ii) the Borrower shall pay to the respective Lenders any costs of the type referred to in Section 4.5 in connection with any repayment and/or Borrowing required pursuant to preceding clause (i), and (iii) to the extent Revolving Loans are to be so incurred or added to the then outstanding Borrowings of the respective Loans which are maintained as LIBO Rate Loans, the Lenders that have made such Loans shall be entitled to receive from the Borrower such amounts, as reasonably determined by the respective Lenders, to compensate them for funding the various Revolving Loans during an existing Interest Period (rather than at the beginning of the respective Interest Period, based upon rates then applicable thereto). All determinations by any Lender pursuant to clauses (ii) and (iii) above shall, absent manifest error, be final and conclusive and binding on all parties hereto2.16.
Appears in 2 contracts
Samples: Credit Agreement (Host Marriott L P), Credit Agreement (Host Marriott Corp/)
Additional Revolving Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefrom, the Borrower shall have the right after the Closing Date and on or prior to 180 days prior to the Maturity Date, and upon at least five fifteen (515) Business Days prior written notice to the Administrative Agent (which shall promptly notify each of the Lenders), to request on up to two (2) occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Revolving Loan Commitment as a result of any such request by the Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.8 , and (y) such Additional Revolving Loan Commitment Agreement has become effective, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Loan Commitment as in effect prior to giving effect to such Additional Revolving Loan Commitment provided pursuant to this Section 2.8, (iii) any Lender (or, in the circumstances contemplated by clause (vi) below, any other Person which will qualify as an Eligible Assignee) may so provide an Additional Revolving Loan Commitment without the consent of any other Lender, (iv) each provision of Additional Revolving Loan Commitments on a given date pursuant to this Section 2.8 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vi) below, Eligible Assignees who will become Lenders)) of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 2.8 shall not cause exceed the Aggregate Maximum Additional Revolving Loan Commitment to exceed Five Hundred Million Dollars ($500,000,000)Amount, (vi) if after the Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Revolving Loan Commitments pursuant to this Section 2.8, the Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower as provided below) then the Borrower may request Additional Revolving Loan Commitments from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees hereunder in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee in any respect than the terms offered to the Lenders, provided that any such Additional Revolving Loan Commitments provided by any such Eligible Assignee which is not already a Lender shall be in a minimum amount (for such Eligible Assignee) of at least $5,000,000.
(b) In connection with the Additional Revolving Loan Commitments to be provided pursuant to this Section 2.8, (i) the Borrower, the Administrative Agent and each such Lender or other Eligible Assignee (each, an “Additional Revolving Loan Lender”) which agrees to provide an Additional Revolving Loan Commitment shall execute and deliver to the Administrative Agent an Additional Revolving Loan Commitment Agreement substantially in the form of Exhibit J (appropriately completed), with the effectiveness of such Additional Revolving Loan Lender’s Additional Revolving Loan Commitment to occur upon delivery of such Additional Revolving Loan Commitment Agreement to the Administrative Agent, the payment of up-front, commitment or other any fees required in connection therewith (including, without limitation, any fees owing to the Administrative Agent) and the satisfaction of the other conditions in this Section 2.8(b) to the reasonable satisfaction of the Administrative Agent, (ii) the Additional Loan Commitment Requirements and any other conditions precedent agreed to by the Borrower that may be set forth in the respective Additional Revolving Loan Commitment Agreement shall have been satisfied, and (iii) if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Closing Date pursuant to Section 5.1.11 as may be reasonably requested by the Administrative Agent, and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Revolving Loan Commitment Agreement, and at such time (i) the Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Revolving Loan Commitments, (ii) Annex I shall be deemed modified to reflect the revised Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Additional Revolving Loan Lender, Revolving Notes will be issued at the Borrower’s expense, to such Additional Revolving Loan Lender, to be in conformity with the requirements of Section 2.7 (with appropriate modification) to the extent needed to reflect the Additional Revolving Loan Commitment made by such Additional Revolving Loan Lender.
(c) In connection with any provision of Additional Revolving Loan Commitments pursuant to this Section 2.8, the Lenders and the Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Loans and incur additional Revolving Loans or (y) take such other actions as may be reasonably required by the Administrative Agent (including by requiring new Revolving Loans to be incurred and added to then outstanding Borrowings of the respective such Loans, even though as a result thereof such new Loans may have a shorter Interest Period than the then outstanding Borrowings of the respective such Loans), in each case to the extent necessary so that all of the Additional Revolving Loan Lenders effectively participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their Percentages (determined after giving effect to any increase in the Revolving Loan Commitment pursuant to this Section 2.8), (ii) the Borrower shall pay to the respective Lenders any costs of the type referred to in Section 4.5 in connection with any repayment and/or Borrowing required pursuant to preceding clause (i), and (iii) to the extent Revolving Loans are to be so incurred or added to the then outstanding Borrowings of the respective Loans which are maintained as LIBO Rate Loans, the Lenders that have made such Loans shall be entitled to receive from the Borrower such amounts, as reasonably determined by the respective Lenders, to compensate them for funding the various Revolving Loans during an existing Interest Period (rather than at the beginning of the respective Interest Period, based upon rates then applicable thereto). All determinations by any Lender pursuant to clauses (ii) and (iii) above shall, absent manifest error, be final and conclusive and binding on all parties hereto.
Appears in 1 contract
Additional Revolving Loan Commitments. (a) So long as no Default ------------------------------------- or Event of Default then exists or would result therefrom, the Borrower shall have the right after the Closing Date at any time and from time to time on or prior to 180 days prior to the Maturity DateJuly 31, 2003 and upon at least five (5) 10 Business Days Days' prior written notice to the Administrative Agent (which shall promptly notify each of the Lenders), to request on up to three occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Revolving Loans pursuant thereto; , it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Revolving Loan Commitment as a result of any such request by the Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and has executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (bSection 1.15(b) of this Section 2.8 , and (y) such Additional Revolving Loan Commitment Agreement has become effective, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Loan Commitment as in effect prior to giving effect to such Additional Revolving Loan Commitment provided pursuant to this Section 2.81.15, (iii) any Lender (or, in the circumstances contemplated by clause (vivii) below, any other Person which will qualify as an Eligible AssigneeTransferee) may so provide an Additional Revolving Loan Commitment without the consent of any other LenderLender but with the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld), (iv) each provision of Additional Revolving Loan Commitments on a given date pursuant to this Section 2.8 1.15 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vivii) below, Eligible Assignees Transferees who will become Lenders)) of at least $5,000,000 10,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 2.8 1.15 shall not cause the Aggregate Commitment to exceed Five Hundred Million Dollars ($500,000,000)75,000,000, (vi) if the fees payable to any Lender (including, in the circumstances contemplated by clause (vii) below, any Eligible Transferee who will become a Lender) providing an Additional Revolving Loan Commitment shall be as set forth in the relevant Additional Revolving Loan Commitment Agreement, (vii) if, after the Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Revolving Loan Commitments pursuant to this Section 2.81.15 on the terms to be applicable thereto, the Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower to the Administrative Agent as provided below) above), then the Borrower may request Additional Revolving Loan Commitments from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees Transferees hereunder in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee Transferee in any respect than the terms offered to the Lenders, provided that any such Additional Revolving Loan Commitments -------- provided by any such Eligible Assignee Transferee which is not already a Lender shall be in a minimum amount (for such Eligible AssigneeTransferee) of at least $5,000,000, and (viii) all actions taken by the Borrower pursuant to this Section 1.15(a) shall be done in coordination with the Administrative Agent.
(b) In connection with At the time of any provision of Additional Revolving Loan Commitments to be provided pursuant to this Section 2.81.15, (i) the Borrower, the Administrative Agent and each such Lender or other Eligible Assignee Transferee (each, an “"Additional Revolving Loan Lender”") which agrees to provide an Additional Revolving Loan Commitment shall execute and deliver to the Administrative Agent an Additional Revolving Loan Commitment Agreement substantially Agreement, subject to such modifications in form and substance reasonably satisfactory to the form of Exhibit J Administrative Agent as may be necessary or appropriate (appropriately completed), with the effectiveness of such Additional Revolving Loan Lender’s 's Additional Revolving Loan Commitment to occur upon delivery of such Additional Revolving Loan Commitment Agreement to the Administrative Agent, the payment of up-front, commitment or other any fees required in connection therewith (including, without limitation, any fees owing to the Administrative Agent) and the satisfaction of the other conditions in this Section 2.8(b1.15(b) to the reasonable satisfaction of the Administrative Agent), (ii) the Additional Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the Lenders, and incur additional Revolving Loans from certain other Lenders, in each case so that all of the Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitment Requirements and --- ---- Commitments (after giving effect to any other conditions precedent agreed to by the Borrower that may be set forth increase in the respective Additional Total Revolving Loan Commitment Agreement shall have been satisfiedpursuant to this Section 1.15) and with the Borrower being obligated to pay to the respective Lenders the costs of the type referred to in Section 1.11 in connection with any such repayment and/or Borrowing, and (iii) if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent an opinion or opinionsopinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such of the matters similar to those set forth in the opinions of counsel delivered to the Administrative Agent on the Closing Effective Date pursuant to Section 5.1.11 as may be reasonably requested by the Administrative Agent, 5.03 and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the effectiveness occurrence of each Additional Revolving Loan Commitment AgreementDate, and at (x) on each such time (i) date, the Total Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Revolving Loan Commitments, and (iiy) Annex on each such date Schedule I shall be deemed modified to reflect the revised Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Additional Revolving Loan Lender, Revolving Notes will be issued at the Borrower’s expense, to such Additional Revolving Loan Lender, to be in conformity with the requirements of Section 2.7 (with appropriate modification) to the extent needed to reflect the Additional Revolving Loan Commitment made by such Additional Revolving Loan Lender.
(c) In connection with any provision of Additional Revolving Loan Commitments pursuant to this Section 2.8, the Lenders and the Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Loans and incur additional Revolving Loans or (y) take such other actions as may be reasonably required by the Administrative Agent (including by requiring new Revolving Loans to be incurred and added to then outstanding Borrowings of the respective such Loans, even though as a result thereof such new Loans may have a shorter Interest Period than the then outstanding Borrowings of the respective such Loans), in each case to the extent necessary so that all of the Additional Revolving Loan Lenders effectively participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their Percentages (determined after giving effect to any increase in the Revolving Loan Commitment pursuant to this Section 2.8), (ii) the Borrower shall pay to the respective Lenders any costs of the type referred to in Section 4.5 in connection with any repayment and/or Borrowing required pursuant to preceding clause (i), and (iii) to the extent Revolving Loans are to be so incurred or added to the then outstanding Borrowings of the respective Loans which are maintained as LIBO Rate Loans, the Lenders that have made such Loans shall be entitled to receive from the Borrower such amounts, as reasonably determined by the respective Lenders, to compensate them for funding the various Revolving Loans during an existing Interest Period (rather than at the beginning of the respective Interest Period, based upon rates then applicable thereto). All determinations by any Lender pursuant to clauses (ii) and (iii) above shall, absent manifest error, be final and conclusive and binding on all parties hereto.
Appears in 1 contract
Samples: Credit Agreement (Nm Licensing LLC)
Additional Revolving Loan Commitments. (a) So long as no Default or ------------------------------------- Event of Default then exists or would result therefrom, the Borrower shall have the right after the Closing Date at any time and from time to time on or prior to 180 days prior to the Maturity DateApril 30, 2003 and upon at least five (5) 15 Business Days prior written notice to the Administrative Agent (which shall promptly notify each of the LendersBanks), to request on up to five occasions that one or more Lenders Banks (and/or one or more other Persons which will become Lenders Banks as provided below) provide Additional Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Revolving Loans pursuant thereto; , it being understood and agreed, however, that (i) no Lender Bank shall be obligated to provide an Additional Revolving Loan Commitment as a result of any such request by the Borrower, (ii) until such time, if any, as (x) such Lender Bank has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (bSection 1.14(b) of this Section 2.8 , and (y) such Additional Revolving Loan Commitment Agreement has become effective, such Lender Bank shall not be obligated to fund any Revolving Loans in excess of its Revolving Loan Commitment as in effect prior to giving effect to such Additional Revolving Loan Commitment Commitments provided pursuant to this Section 2.81.14, (iii) any Lender Bank (or, in the circumstances contemplated by clause (vivii) below, any other Person which will qualify as an Eligible AssigneeTransferee) may so provide an Additional Revolving Loan Commitment without the consent of any other LenderBank but with the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld), (iv) each provision of Additional Revolving Loan Commitments on a given date pursuant to this Section 2.8 1.14 shall be in a minimum aggregate amount (for all Lenders Banks (including, in the circumstances contemplated by clause (vivii) below, Eligible Assignees Transferees who will become LendersBanks)) of at least $5,000,000 25,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 2.8 1.14 shall not cause the Aggregate Commitment to exceed Five Hundred Million Dollars ($500,000,000)225,000,000, (vi) if the fees payable to any Bank (including, in the circumstances contemplated by clause (vii) below, any Eligible Transferee who will become a Bank) providing an Additional Revolving Loan Commitment shall be as set forth in the relevant Additional Revolving Loan Commitment Agreement, (vii) if, after the Borrower has requested the then existing Lenders Banks (other than Defaulting LendersBanks) to provide Additional Revolving Loan Commitments pursuant to this Section 2.81.14 on the terms to be applicable thereto, the Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower to the Administrative Agent as provided below) above), then the Borrower may request Additional Revolving Loan Commitments from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees Transferees hereunder in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee Transferee in any respect than the terms offered to the LendersBanks, provided that any such Additional Revolving Loan Commitments provided -------- by any such Eligible Assignee Transferee which is not already a Lender Bank shall be in a minimum amount (for such Eligible AssigneeTransferee) of at least $5,000,00010,000,000, and (viii) all actions taken by the Borrower pursuant to this Section 1.14(a) shall be done in coordination with the Administrative Agent.
(b) In connection with At the time of any provision of Additional Revolving Loan Commitments to be provided pursuant to this Section 2.81.14, (i) the Borrower, the Administrative Agent and each such Lender Bank or other Eligible Assignee Transferee (each, an “"Additional Revolving Loan Lender”Bank") which agrees to provide an Additional Revolving Loan Commitment shall execute and deliver to the Administrative Agent an Additional Revolving Loan Commitment Agreement substantially in the form of Exhibit J (appropriately completed), subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Revolving Loan Lender’s Bank's Additional Revolving Loan Commitment to occur upon delivery of such Additional Revolving Loan Commitment Agreement to the Administrative Agent, the payment of up-front, commitment or other any fees required in connection therewith (including, without limitation, any fees owing to the Administrative Agent) and the satisfaction of the other conditions in this Section 2.8(b1.14(b) to the reasonable satisfaction of the Administrative Agent), (ii) the Additional Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the Banks, and incur additional Revolving Loans from certain other Banks, in each case so that all of the Banks participate in each outstanding Borrowing of Revolving Loans pro rata on the --- ---- basis of their respective Revolving Loan Commitment Requirements and Commitments (after giving effect to any other conditions precedent agreed to by the Borrower that may be set forth increase in the respective Additional Total Revolving Loan Commitment Agreement shall have been satisfied, pursuant to this Section 1.14) and with the Borrower being obligated to pay to the respective Banks the costs of the type referred to in Section 1.11 in connection with any such repayment and/or Borrowing and (iii) if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent an opinion or opinionsopinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such of the matters similar to those set forth in the opinions of counsel delivered to the Administrative Agent on the Closing Effective Date pursuant to Section 5.1.11 as may be reasonably requested by the Administrative Agent, 4.03 and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender Bank as to the effectiveness occurrence of each Additional Revolving Loan Commitment AgreementDate, and at (x) on each such time (i) date, the Total Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Revolving Loan Commitments, and (iiy) Annex on each such date Schedule I shall be deemed modified to reflect the revised Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Additional Revolving Loan Lender, Revolving Notes will be issued at the Borrower’s expense, to such Additional Revolving Loan Lender, to be in conformity with the requirements of Section 2.7 (with appropriate modification) to the extent needed to reflect the Additional Revolving Loan Commitment made by such Additional Revolving Loan LenderBanks.
(c) In connection with any provision of Additional Revolving Loan Commitments pursuant to this Section 2.8, the Lenders and the Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Loans and incur additional Revolving Loans or (y) take such other actions as may be reasonably required by the Administrative Agent (including by requiring new Revolving Loans to be incurred and added to then outstanding Borrowings of the respective such Loans, even though as a result thereof such new Loans may have a shorter Interest Period than the then outstanding Borrowings of the respective such Loans), in each case to the extent necessary so that all of the Additional Revolving Loan Lenders effectively participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their Percentages (determined after giving effect to any increase in the Revolving Loan Commitment pursuant to this Section 2.8), (ii) the Borrower shall pay to the respective Lenders any costs of the type referred to in Section 4.5 in connection with any repayment and/or Borrowing required pursuant to preceding clause (i), and (iii) to the extent Revolving Loans are to be so incurred or added to the then outstanding Borrowings of the respective Loans which are maintained as LIBO Rate Loans, the Lenders that have made such Loans shall be entitled to receive from the Borrower such amounts, as reasonably determined by the respective Lenders, to compensate them for funding the various Revolving Loans during an existing Interest Period (rather than at the beginning of the respective Interest Period, based upon rates then applicable thereto). All determinations by any Lender pursuant to clauses (ii) and (iii) above shall, absent manifest error, be final and conclusive and binding on all parties hereto.
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Additional Revolving Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefrom, the The Borrower shall have the right after the Closing Date at any time and on or prior from time to 180 days prior to the Maturity Date, time and upon at least five (5) Business Days 30 days prior written notice to the Administrative Agent (which shall promptly notify each of the Lenders)Agent, to request on one or more occasions that one or more Lenders Banks (and/or one or more other Persons which will become Lenders Banks as provided below) provide Additional Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Additional Revolving Loan Commitment Agreement, make Revolving Loans pursuant thereto; to Section 1.01(c), it being understood and agreed, however, that (i) no Lender Bank shall be obligated to provide an Additional Revolving Loan Commitment as a result of any such request by the Borrower, (ii) until such time, if any, as (x) such Lender Bank has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (bSection 1.14(b) of this Section 2.8 , and (y) such Additional Revolving Loan Commitment Agreement has become effectiveother conditions set forth in Section 1.14(b) shall have been satisfied, such Lender Bank shall not be obligated to fund any Revolving Loans Loans, or participate in any Letters of Credit, in excess of its Revolving Loan Commitment the amounts provided for in Section 1.01(c) or 2.03, as in effect prior to the case may be, before giving effect to such Additional Revolving Loan Commitment Commitments provided pursuant to this Section 2.81.14, (iii) any Lender Bank (or, in the circumstances contemplated by clause (vivii) below, any other Person which will qualify as an Eligible AssigneeTransferee) may so provide an Additional Revolving Loan Commitment without the consent of any other LenderBank (it being understood and agreed that the consent of the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required if any such Additional Revolving Loan Commitments are to be provided by a Person which is not already a Bank), (iv) each provision of Additional Revolving Loan Commitments on a given date pursuant to this Section 2.8 1.14 shall be in a minimum aggregate amount (for all Lenders Banks (including, in the circumstances contemplated by clause (vivii) below, Eligible Assignees Transferees who will become LendersBanks)) of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof5,000,000, (v) the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 2.8 1.14 shall not cause the Aggregate Commitment to exceed Five Hundred Million Dollars ($500,000,000)10,000,000, (vi) if the up-front fees payable to any Bank providing an Additional Revolving Loan Commitment shall be as set forth in the relevant Additional Revolving Loan Commitment Agreement, (vii) if, after the Borrower has requested the then existing Lenders Banks (other than Defaulting LendersBanks) to provide Additional Revolving Loan Commitments pursuant to this Section 2.81.14 on the terms to be applicable thereto, the Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower to the Administrative Agent as provided below) above), then the Borrower may request Additional Revolving Loan Commitments from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees Transferees hereunder in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee Transferee in any respect than the terms offered to the LendersBanks, provided PROVIDED that any such Additional Revolving Loan Commitments provided by any such Eligible Assignee Transferee which is not already a Lender Bank shall be in a minimum amount (for such Eligible AssigneeTransferee) of at least $5,000,0002,500,000, and (viii) all actions taken by the Borrower pursuant to this Section 1.14(a) shall be done in coordination with the Administrative Agent.
(b) In connection with At the time of any provision of Additional Revolving Loan Commitments to be provided pursuant to this Section 2.81.14, (i) the Borrower, the Administrative Agent and each such Lender Bank or other Eligible Assignee (each, an “Additional Revolving Loan Lender”) Transferee which agrees to provide an Additional Revolving Loan Commitment (each, an "Additional Revolving Loan Bank") shall execute and deliver to the Administrative Agent an Additional Revolving Loan Commitment Agreement substantially in the form of Exhibit J C, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (appropriately completed), with the effectiveness of such Additional Revolving Loan Lender’s Bank's Additional Revolving Loan Commitment to occur upon delivery of such Additional Revolving Loan Commitment Agreement to the Administrative Agent, the payment of up-front, commitment or other any fees required in connection therewith (including, without limitation, any fees owing to the Administrative Agent) and the satisfaction of the other conditions in this Section 2.8(b1.14(b) to the reasonable satisfaction of the Administrative Agent), (ii) if the proceeds of the Revolving Loans to be incurred pursuant to such Additional Revolving Loan Commitment Requirements and any other conditions precedent agreed are to by the Borrower that may be set forth in utilized to finance a Permitted Acquisition on the respective Additional Revolving Loan Commitment Agreement shall have been satisfied, and (iii) if requested by the Administrative AgentDate, the Borrower shall deliver to the Administrative Agent the officer's certificate required to be delivered pursuant to Section 7.14(vi) in connection with such proposed Permitted Acquisition, (iii) the Borrower shall, in coordination with the Administrative Agent, repay all outstanding Revolving Loans of the XX Xxxxx, and incur additional Revolving Loans from other XX Xxxxx in each case so that the XX Xxxxx participate in each Borrowing of Revolving Loans PRO RATA on the basis of their respective Revolving Loan Commitments (after giving effect to any increase in the Total Revolving Loan Commitment pursuant to this Section 1.14) and with the Borrower being obligated to pay the respective XX Xxxxx the costs of the type referred to in Section 1.11 in connection with any such repayment and/or Borrowing and (iv) the Borrower shall deliver to the Administrative Agent an opinion or opinionsopinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such of the matters similar to those set forth in the opinions opinion of counsel delivered to the Administrative Agent on the Closing Initial Borrowing Date pursuant to Section 5.1.11 as may be reasonably requested by the Administrative Agent, 5.04 and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender Bank as to the effectiveness occurrence of each Additional Revolving Loan Commitment AgreementDate, and at (w) on each such time (i) date, the Total Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Revolving Loan Commitments, (iix) Annex on each such date Schedule I shall be deemed modified to reflect the revised Revolving Loan Commitments of the affected Lenders Banks, (y) upon surrender of any old Revolving Notes by the respective Additional Revolving Loan Bank (or, if lost, a standard lost note indemnity in form and (iii) substance reasonably satisfactory to the Borrower), to the extent requested by any Additional Revolving Loan LenderBank, a new Revolving Notes Note will be issued issued, at the Borrower’s 's expense, to such Additional Revolving Loan LenderBank, to be in conformity with the requirements of Section 2.7 1.05 (with appropriate modificationmodifications) to the extent needed to reflect the Additional revised Revolving Loan Commitment made by of such Additional Revolving Loan Lender.
Bank and (cz) In connection on such date with any provision respect to all outstanding Letters of Additional Revolving Loan Commitments pursuant to this Section 2.8Credit and Unpaid Drawings, the Lenders and the Borrower hereby agree that, notwithstanding anything there shall be an automatic adjustment to the contrary contained in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Loans and incur additional Revolving Loans or (y) take such other actions as may be reasonably required participations by the Administrative Agent (including by requiring Banks in such Letters of Credit and Unpaid Drawings to reflect the new Revolving Loans to be incurred and added to then outstanding Borrowings Percentages of the respective such Loans, even though as a result thereof such new Loans may have a shorter Interest Period than the then outstanding Borrowings of the respective such Loans), in each case to the extent necessary so that all of the Additional Revolving Loan Lenders effectively participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their Percentages (determined after giving effect to any increase in the Revolving Loan Commitment pursuant to this Section 2.8), (ii) the Borrower shall pay to the respective Lenders any costs of the type referred to in Section 4.5 in connection with any repayment and/or Borrowing required pursuant to preceding clause (i), and (iii) to the extent Revolving Loans are to be so incurred or added to the then outstanding Borrowings of the respective Loans which are maintained as LIBO Rate Loans, the Lenders that have made such Loans shall be entitled to receive from the Borrower such amounts, as reasonably determined by the respective Lenders, to compensate them for funding the various Revolving Loans during an existing Interest Period (rather than at the beginning of the respective Interest Period, based upon rates then applicable thereto). All determinations by any Lender pursuant to clauses (ii) and (iii) above shall, absent manifest error, be final and conclusive and binding on all parties heretoXX Xxxxx.
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Additional Revolving Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefrom, the Borrower shall have the right after the Closing Date and on or prior to 180 days prior to the Stated Maturity Date, and upon at least five (5) 15 Business Days prior written notice to the Administrative Agent (which shall promptly notify each of the Lenders), to request on up to two (2) occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Revolving Loan Commitment as a result of any such request by the Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.8 , and (y) such Additional Revolving Loan Commitment Agreement has become effective, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Loan Commitment as in effect prior to giving effect to such Additional Revolving Loan Commitment provided pursuant to this Section 2.8, (iii) any Lender (or, in the circumstances contemplated by clause (vi) below, any other Person which will qualify as an Eligible Assignee) may so provide an Additional Revolving Loan Commitment without the consent of any other Lender, (iv) each provision of Additional Revolving Loan Commitments on a given date pursuant to this Section 2.8 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vi) below, Eligible Assignees who will become Lenders)) of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 2.8 shall not cause exceed the Aggregate Maximum Additional Revolving Loan Commitment to exceed Five Hundred Million Dollars ($500,000,000)Amount, (vi) if after the Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Revolving Loan Commitments pursuant to this Section 2.8, the Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower as provided below) then the Borrower may request Additional Revolving Loan Commitments from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees hereunder in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee in any respect than the terms offered to the Lenders, provided that any such Additional Revolving Loan Commitments provided by any such Eligible Assignee which is not already a Lender shall be in a minimum amount (for such Eligible Assignee) of at least $5,000,000.
(b) In connection with the Additional Revolving Loan Commitments to be provided pursuant to this Section 2.8, (i) the Borrower, the Administrative Agent and each such Lender or other Eligible Assignee (each, an “"Additional Revolving Loan Lender”") which agrees to provide an Additional Revolving Loan Commitment shall execute and deliver to the Administrative Agent an Additional Revolving Loan Commitment Agreement substantially in the form of Exhibit J K (appropriately completed), with the effectiveness of such Additional Revolving Loan Lender’s 's Additional Revolving Loan Commitment to occur upon delivery of such Additional Revolving Loan Commitment Agreement to the Administrative Agent, the payment of up-front, commitment or other any fees required in connection therewith (including, without limitation, any fees owing to the Administrative Agent) and the satisfaction of the other conditions in this Section 2.8(b) to the reasonable satisfaction of the Administrative Agent, (ii) the Additional Loan Commitment Requirements and any other conditions precedent agreed to by the Borrower that may be set forth in the respective Additional Revolving Loan Commitment Agreement shall have been satisfied, and (iii) if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Closing Date pursuant to Section 5.1.11 as may be reasonably requested by the Administrative Agent, and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Revolving Loan Commitment Agreement, and at such time (i) the Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Revolving Loan Commitments, (ii) Annex I shall be deemed modified to reflect the revised Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Additional Revolving Loan Lender, Revolving Notes will be issued at the Borrower’s 's expense, to such Additional Revolving Loan Lender, to be in conformity with the requirements of Section 2.7 (with appropriate modification) to the extent needed to reflect the Additional Revolving Loan Commitment made by such Additional Revolving Loan Lender.
(c) In connection with any provision of Additional Revolving Loan Commitments pursuant to this Section 2.8, the Lenders and the Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Loans and incur additional Revolving Loans or (y) take such other actions as may be reasonably required by the Administrative Agent (including by requiring new Revolving Loans to be incurred and added to then outstanding Borrowings of the respective such Loans, even though as a result thereof such new Loans may have a shorter Interest Period than the then outstanding Borrowings of the respective such Loans), in each case to the extent necessary so that all of the Additional Revolving Loan Lenders effectively participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their Percentages (determined after giving effect to any increase in the Revolving Loan Commitment pursuant to this Section 2.8) pro rata on the basis of their Percentages (determined after giving effect to any increase in the Revolving Loan Commitment pursuant to this Section 2.8), (ii) the Borrower shall pay to the respective Lenders any costs of the type referred to in Section 4.5 in connection with any repayment and/or Borrowing required pursuant to preceding clause (i), and (iii) to the extent Revolving Loans are to be so incurred or added to the then outstanding Borrowings of the respective such Loans which are maintained as LIBO Rate Loans, the Lenders that have made such Loans shall be entitled to receive from the Borrower such amounts, as reasonably determined by the respective Lenders, to compensate them for funding the various Revolving Loans during an existing Interest Period (rather than at the beginning of the respective Interest Period, based upon rates then applicable thereto). All determinations by any Lender pursuant to clauses clause (ii) and (iii) above shall, absent manifest error, be final and conclusive and binding on all parties hereto.
Appears in 1 contract
Additional Revolving Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefrom, the Borrower shall have the right after at any time and from time to time, with the Closing Date and on or prior to 180 days prior to the Maturity Date, and upon at least five (5) Business Days prior written notice to consent of the Administrative Agent (which consent shall promptly notify each of the Lendersnot be unreasonably withheld), to request that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Revolving Loan Commitment as a result of any such request by the Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (bSection 1.14(b) of this Section 2.8 , and (y) such Additional Revolving Loan Commitment Agreement has become effectiveeffective in accordance with its terms, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Loan Commitment as in effect prior to giving effect to such Additional Revolving Loan Commitment provided pursuant to this Section 2.81.14, (iii) any Lender (or, in the circumstances contemplated by clause (vivii) below, any other Person which will qualify as an Eligible AssigneeTransferee) may so provide an Additional Revolving Loan Commitment without the consent of any other LenderLender but with the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld), (iv) each provision of Additional Revolving Loan Commitments on a given date pursuant to this Section 2.8 1.14 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vivii) below, Eligible Assignees Transferees who will become Lenders)) of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 2.8 1.14 shall not cause the Aggregate Commitment to exceed Five Hundred Million Dollars ($500,000,000)30,000,000, (vi) if the fees payable to any Lender (including, in the circumstances contemplated by clause (vii) below, any Eligible Transferee who will become a Lender) providing an Additional Revolving Loan Commitment shall be as set forth in the relevant Additional Revolving Loan Commitment Agreement and as approved by the Administrative Agent (which approval shall not be unreasonably withheld), (vii) if, after the Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Revolving Loan Commitments pursuant to this Section 2.81.14 on the terms to be applicable thereto, the Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower to the Administrative Agent as provided below) above), then the Borrower may request Additional Revolving Loan Commitments from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees Transferees hereunder in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee Transferee in any respect than the terms offered to the then existing Lenders, provided that any such Additional Revolving Loan Commitments provided by any such Eligible Assignee Transferee which is not already a Lender shall be in a minimum amount (for such Eligible AssigneeTransferee) of at least $5,000,0002,500,000, (viii) all Revolving Loans made pursuant to such Additional Revolving Loan Commitments (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement and the other applicable Credit Documents and shall be secured by the Security Documents, and guaranteed under the Subsidiaries Guaranty, on the basis provided in the respective Credit Documents, and (ix) all actions taken by the Borrower pursuant to this Section 1.14(a) shall be done in coordination with the Administrative Agent.
(b) In connection with At the time of any provision of Additional Revolving Loan Commitments to be provided pursuant to this Section 2.81.14, (i) the Borrower, the Administrative Agent and each such Lender or other Eligible Assignee Transferee (each, an “"Additional Revolving Loan RL Lender”") which agrees to provide an Additional Revolving Loan Commitment shall execute and deliver to the Administrative Agent an Additional Revolving Loan Commitment Agreement substantially in the form of Exhibit J (appropriately completed), ) (with the effectiveness of such Additional Revolving Loan RL Lender’s 's Additional Revolving Loan Commitment to occur upon delivery of such Additional Revolving Loan Commitment Agreement to the Administrative Agent, the payment of up-front, commitment or other any fees required in connection therewith (including, without limitation, any fees owing to the Administrative Agent) and the satisfaction of the other conditions in this Section 2.8(b1.14(b) to the reasonable satisfaction of the Administrative Agent), (ii) the Additional Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the RL Lenders, and incur additional Revolving Loans from certain other RL Lenders, in each case to the extent necessary so that all of the RL Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitment Requirements and Commitments (after giving effect to any other conditions precedent agreed to by the Borrower that may be set forth increase in the respective Additional Total Revolving Loan Commitment Agreement shall have been satisfiedpursuant to this Section 1.14) and with the Borrower being obligated to pay to the respective RL Lenders the costs of the type referred to in Section 1.11 in connection with any such repayment and/or Borrowing, and (iii) if to the extent requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent (x) an opinion or opinionsopinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such of the matters similar to those set forth in the opinions of counsel delivered to the Administrative Agent on the Closing Effective Date pursuant to Section 5.1.11 as may be reasonably requested by the Administrative Agent, 5.03 and such other matters as the Administrative Agent may reasonably request, and (y) certified resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the respective Boards of Directors of the Credit Parties authorizing the incurrence of such additional Obligations under the Credit Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness occurrence of each Additional Revolving Loan Commitment AgreementDate, and at (x) on each such time (i) date, the Total Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Revolving Loan Commitments, and (iiy) Annex on each such date Schedule I shall be deemed modified to reflect the revised Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Additional Revolving Loan Lender, Revolving Notes will be issued at the Borrower’s expense, to such Additional Revolving Loan Lender, to be in conformity with the requirements of Section 2.7 (with appropriate modification) to the extent needed to reflect the Additional Revolving Loan Commitment made by such Additional Revolving Loan LenderLenders.
(c) In connection with any provision of Additional Revolving Loan Commitments pursuant to this Section 2.8, the Lenders and the Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Loans and incur additional Revolving Loans or (y) take such other actions as may be reasonably required by the Administrative Agent (including by requiring new Revolving Loans to be incurred and added to then outstanding Borrowings of the respective such Loans, even though as a result thereof such new Loans may have a shorter Interest Period than the then outstanding Borrowings of the respective such Loans), in each case to the extent necessary so that all of the Additional Revolving Loan Lenders effectively participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their Percentages (determined after giving effect to any increase in the Revolving Loan Commitment pursuant to this Section 2.8), (ii) the Borrower shall pay to the respective Lenders any costs of the type referred to in Section 4.5 in connection with any repayment and/or Borrowing required pursuant to preceding clause (i), and (iii) to the extent Revolving Loans are to be so incurred or added to the then outstanding Borrowings of the respective Loans which are maintained as LIBO Rate Loans, the Lenders that have made such Loans shall be entitled to receive from the Borrower such amounts, as reasonably determined by the respective Lenders, to compensate them for funding the various Revolving Loans during an existing Interest Period (rather than at the beginning of the respective Interest Period, based upon rates then applicable thereto). All determinations by any Lender pursuant to clauses (ii) and (iii) above shall, absent manifest error, be final and conclusive and binding on all parties hereto.
Appears in 1 contract
Additional Revolving Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefrom, the U.S. Borrower shall have the right at any time and from time to time after the Closing Effective Date and on or prior to 180 30 days prior to the Maturity Date, and upon at least five (5) 15 Business Days prior written notice to the Administrative Agent (which shall promptly notify each of the Lenders), to request on up to four occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Dollar Revolving Loans pursuant thereto; , it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Revolving Loan Commitment as a result of any such request by the U.S. Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (bSection 2.16(b) of this Section 2.8 , and (y) such Additional Revolving Loan Commitment Agreement has become effective, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Loan Commitment as in effect prior to giving effect to such Additional Revolving Loan Commitment Commitments provided pursuant to this Section 2.82.16, (iii) any Lender (or, in the circumstances contemplated by clause (vivii) below, any other Person which will qualify as an Eligible AssigneeTransferee) may so provide an Additional Revolving Loan Commitment without the consent of any other LenderLender but with the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld), (iv) each provision of Additional Revolving Loan Commitments on a given date pursuant to this Section 2.8 2.16 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vivii) below, Eligible Assignees Transferees who will become Lenders)) of at least $5,000,000 10,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 2.8 2.16 shall not cause the Aggregate Commitment to exceed Five Hundred Million Dollars ($500,000,000)100,000,000, (vi) if the fees payable to any Lender (including, in the circumstances contemplated by clause (vii) below, any Eligible Transferee who will become a Lender) providing an Additional Revolving Loan Commitment shall be as set forth in the relevant Additional Revolving Loan Commitment Agreement, (vii) if, after the U.S. Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Revolving Loan Commitments pursuant to this Section 2.82.16, the U.S. Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the U.S. Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the U.S. Borrower to the Administrative Agent as provided below) above), then the U.S. Borrower may request Additional Revolving Loan Commitments from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees Transferees hereunder in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee Transferee in any respect than the terms offered to the Lenders, provided that any such Additional Revolving Loan Commitments provided by any such Eligible Assignee Transferee which is not already a Lender shall be in a minimum amount (for such Eligible AssigneeTransferee) of at least $5,000,00010,000,000, and (viii) all actions taken by the U.S. Borrower pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent.
(b) In connection with At the time of any provision of Additional Revolving Loan Commitments to be provided pursuant to this Section 2.82.16, (i) the U.S. Borrower, the Administrative Agent and each such Lender or other Eligible Assignee Transferee (each, an “"Additional Revolving Loan Lender”") which agrees to provide an Additional Revolving Loan Commitment shall execute and deliver to the Administrative Agent an Additional Revolving Loan Commitment Agreement substantially in the form of Exhibit J (appropriately completed), subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Revolving Loan Lender’s 's Additional Revolving Loan Commitment to occur upon delivery of such Additional Revolving Loan Commitment Agreement to the Administrative Agent, the payment of up-front, commitment or other any fees required in connection therewith (including, without limitation, any fees owing to the Administrative Agent) and the satisfaction of the other conditions in this Section 2.8(b2.16(b) to the reasonable satisfaction of the Administrative Agent), (ii) the Additional U.S. Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the Lenders, and incur additional Revolving Loans from certain other Lenders, in each case so that all of the Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitment Requirements and Commitments (after giving effect to any other conditions precedent agreed to by the Borrower that may be set forth increase in the respective Additional Total Revolving Loan Commitment Agreement shall have been satisfied, pursuant to this Section 2.16) and with the U.S. Borrower being obligated to pay to the respective Lenders the costs of the type referred to in Section 2.12 in connection with any such repayment and (iii) if requested by the Administrative Agent, the U.S. Borrower shall deliver to the Administrative Agent an opinion or opinionsopinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the U.S. Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such of the matters similar to those set forth in the opinions of counsel delivered to the Administrative Agent on the Closing Effective Date pursuant to Section 5.1.11 as may be reasonably requested by the Administrative Agent, 6.02 and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the effectiveness occurrence of each Additional Revolving Loan Commitment AgreementDate, and at (x) on each such time (i) date, the Total Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Revolving Loan Commitments, and (iiy) Annex I on each such date Schedule I-A shall be deemed modified to reflect the revised Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Additional Revolving Loan Lender, Revolving Notes will be issued at the Borrower’s expense, to such Additional Revolving Loan Lender, to be in conformity with the requirements of Section 2.7 (with appropriate modification) to the extent needed to reflect the Additional Revolving Loan Commitment made by such Additional Revolving Loan LenderLenders.
(c) In connection with any provision of Additional Revolving Loan Commitments pursuant to this Section 2.8, the Lenders and the Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Loans and incur additional Revolving Loans or (y) take such other actions as may be reasonably required by the Administrative Agent (including by requiring new Revolving Loans to be incurred and added to then outstanding Borrowings of the respective such Loans, even though as a result thereof such new Loans may have a shorter Interest Period than the then outstanding Borrowings of the respective such Loans), in each case to the extent necessary so that all of the Additional Revolving Loan Lenders effectively participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their Percentages (determined after giving effect to any increase in the Revolving Loan Commitment pursuant to this Section 2.8), (ii) the Borrower shall pay to the respective Lenders any costs of the type referred to in Section 4.5 in connection with any repayment and/or Borrowing required pursuant to preceding clause (i), and (iii) to the extent Revolving Loans are to be so incurred or added to the then outstanding Borrowings of the respective Loans which are maintained as LIBO Rate Loans, the Lenders that have made such Loans shall be entitled to receive from the Borrower such amounts, as reasonably determined by the respective Lenders, to compensate them for funding the various Revolving Loans during an existing Interest Period (rather than at the beginning of the respective Interest Period, based upon rates then applicable thereto). All determinations by any Lender pursuant to clauses (ii) and (iii) above shall, absent manifest error, be final and conclusive and binding on all parties hereto.
Appears in 1 contract
Samples: Credit Agreement (Host Marriott L P)
Additional Revolving Loan Commitments. (a) So If at any time after the Effective Date each Lender consents to this subsection 2.1A(iii), so long as no Default or Event of Default then exists or would result therefrom, Potential Event of Default has occurred and is continuing and the Borrower shall have Consolidated Borrowing Base is not less than the right Revolving Loan Commitments after the Closing Date and on or prior to 180 days prior giving effect to the Maturity Dateproposed increase, and upon at least five (5) Business Days prior written Borrower may, by notice to the Administrative Agent (which shall promptly notify each of Agent, request that, on the Lenders), to request that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Revolving Loan Commitments and, terms and subject to the applicable terms and conditions contained in this Agreement, make Revolving Loans pursuant thereto; it being understood and agreed, however, the Lenders and/or other financial institutions not then a party to this Agreement that (i) no Lender shall be obligated to provide an Additional Revolving Loan Commitment as a result of any such request are approved by the Borrower, Agent (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.8 , and (y) such Additional Revolving Loan Commitment Agreement has become effective, such Lender which approval shall not be obligated to fund any Revolving Loans in excess of its unreasonably withheld) provide additional Revolving Loan Commitment as in effect prior to giving effect to Commitments; provided that (1) such Additional Revolving Loan Commitment provided pursuant to this Section 2.8, (iii) any Lender (or, in the circumstances contemplated by clause (vi) below, any other Person which will qualify as an Eligible Assignee) may so provide an Additional Revolving Loan Commitment without the consent of any other Lender, (iv) each provision of Additional additional Revolving Loan Commitments on a given date pursuant to this Section 2.8 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vi) below, Eligible Assignees who will become Lenders)) of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) the not exceed an aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 2.8 $75,000,000 and (2) Borrower shall not cause the Aggregate Commitment to exceed Five Hundred Million Dollars ($500,000,000), (vi) if after the Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Revolving Loan Commitments pursuant to this Section 2.8, the Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower as provided below) then the Borrower may request Additional Revolving Loan Commitments from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees hereunder in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee in any respect than the terms offered to the Lenders, provided that any such Additional Revolving Loan Commitments provided by any such Eligible Assignee which is not already a Lender shall be in a minimum amount (for such Eligible Assignee) of at least $5,000,000.
(b) In connection with the Additional Revolving Loan Commitments to be provided pursuant to this Section 2.8, (i) the Borrower, the Administrative Agent and each such Lender or other Eligible Assignee (each, an “Additional Revolving Loan Lender”) which agrees to provide an Additional Revolving Loan Commitment shall execute and deliver to the Administrative Agent an Additional Revolving Loan Commitment Agreement substantially in the form of Exhibit J Officer’s Certificate (appropriately completed), with the effectiveness of such Additional Revolving Loan Lender’s Additional Revolving Loan Commitment to occur upon delivery of such Additional Revolving Loan Commitment Agreement to the Administrative Agent, the payment of up-front, commitment or other fees required in connection therewith a) detailing all Indebtedness (including, without limitation, any fees owing Indebtedness under this Agreement) which Borrower has classified as being incurred pursuant to the Administrative Agentclause (1) and the satisfaction of paragraph (b) of Section 4.03 of the other conditions in this Section 2.8(b) to the reasonable satisfaction of the Administrative AgentSenior Subordinated Note Indenture, (iib) specifying the Additional Loan Commitment Requirements and any other conditions precedent agreed manner in which Borrower intends to by classify the Borrower that may be set forth increase in the respective Additional Revolving Loan Commitment Agreement shall have been satisfied, and (iii) if Indebtedness being requested by the Administrative AgentBorrower pursuant to this subsection 2.1A(iii), the Borrower which classification shall deliver to the Administrative Agent an opinion or opinions, be satisfactory in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Closing Date pursuant to Section 5.1.11 as may be reasonably requested by the Administrative Agent, and (c) covenanting that, upon approval by Agent of any such other matters as classification, Borrower will not thereafter change the Administrative Agent may reasonably requestclassification of any such item of Indebtedness under this Agreement without the prior approval of Agent. The Administrative Upon receipt of such notice, Agent shall promptly notify each use commercially reasonable efforts to arrange for the Lenders or other financial institutions acceptable to Agent to provide such additional Revolving Loan Commitments. Nothing contained in this subsection 2.1A(iii) or otherwise in this Agreement is intended to commit any Lender as or Agent to provide any portion of any such additional Revolving Loan Commitments. If and to the effectiveness of each Additional extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such additional Revolving Loan Commitment AgreementCommitments, (a) any such financial institution not then a party to this Agreement shall execute a counterpart signature page to this Agreement and at deliver originally executed copies of such time signature page to Borrower and Agent, (ib) the Revolving Loan Commitment under, and for all purposes of, this Agreement amount shall be increased by the aggregate amount of the additional Revolving Loan Commitments agreed to be so provided, (c) the Pro Rata Shares of the respective Lenders in respect of the Revolving Loan Commitments shall be proportionally adjusted, (d) at such time and in such manner as Borrower and Agent shall agree (it being understood that Borrower and Agent will use all commercially reasonable efforts to avoid the prepayment or assignment of any Eurodollar Rate Loan on a day other than the last day of the Interest Period applicable thereto), the Lenders shall assign and assume outstanding Revolving Loans and participations in outstanding Letters of Credit so as to cause the amount of such Additional Revolving Loan Commitments, (ii) Annex I shall be deemed modified Loans and participations in Letters of Credit held by each Lender to reflect conform to the revised respective percentages of the applicable Revolving Loan Commitments of the affected Lenders and (iiie) to the extent requested by Borrower shall execute and deliver any Additional Revolving Loan Lender, Revolving additional Notes will be issued at the Borrower’s expense, to such Additional Revolving Loan Lender, to be in conformity with the requirements of Section 2.7 (with appropriate modification) to the extent needed to reflect the Additional Revolving Loan Commitment made by such Additional Revolving Loan Lender.
(c) In connection with any provision of Additional Revolving Loan Commitments pursuant or other amendments or modifications to this Section 2.8, the Lenders and the Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Loans and incur additional Revolving Loans Agreement or (y) take such any other actions Loan Document as Agent may be reasonably required by the Administrative Agent (including by requiring new Revolving Loans to be incurred and added to then outstanding Borrowings of the respective such Loans, even though as a result thereof such new Loans may have a shorter Interest Period than the then outstanding Borrowings of the respective such Loans), in each case to the extent necessary so that all of the Additional Revolving Loan Lenders effectively participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their Percentages (determined after giving effect to any increase in the Revolving Loan Commitment pursuant to this Section 2.8), (ii) the Borrower shall pay to the respective Lenders any costs of the type referred to in Section 4.5 in connection with any repayment and/or Borrowing required pursuant to preceding clause (i), and (iii) to the extent Revolving Loans are to be so incurred or added to the then outstanding Borrowings of the respective Loans which are maintained as LIBO Rate Loans, the Lenders that have made such Loans shall be entitled to receive from the Borrower such amounts, as reasonably determined by the respective Lenders, to compensate them for funding the various Revolving Loans during an existing Interest Period (rather than at the beginning of the respective Interest Period, based upon rates then applicable thereto). All determinations by any Lender pursuant to clauses (ii) and (iii) above shall, absent manifest error, be final and conclusive and binding on all parties heretorequest.
Appears in 1 contract
Samples: Credit Agreement (Joy Global Inc)
Additional Revolving Loan Commitments. (a) So long as no Default or Event Each Increasing Revolving Lender hereby agrees that, effective upon the Effective Date, (i) in respect of Default then exists or would result therefrom, the Borrower shall have the right after the Closing Date and on or prior to 180 days each Increasing Revolving Lender that is a Revolving Lender immediately prior to the Maturity Effective Date, and upon at least five (5) Business Days prior written notice to the Administrative Agent (which shall promptly notify each of the Lenders), to request that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional such Increasing Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Lender's Revolving Loan Commitment as a result of any such request in effect immediately prior to the Effective Date shall be increased by the Borrower, amount set forth next to such Increasing Revolving Lender's name on Schedule I hereto (ii) until with the result that such time, if any, as Lender's total Revolving Loan Commitment will equal the sum of (x) such Lender has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and executed and delivered in effect immediately prior to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.8 , Effective Date and (y) such Additional the additional Revolving Loan Commitment Agreement has become effectiveamount so set forth on such Schedule), and (ii) in respect of each Increasing Revolving Lender that is not a Revolving Lender immediately prior to the Effective Date, such Lender shall not be obligated to fund any Increasing Revolving Loans in excess of its Lender's Revolving Loan Commitment as in effect prior to giving effect shall be the amount set forth next to such Additional Increasing Revolving Loan Commitment provided pursuant to this Section 2.8, (iii) any Lender (or, in the circumstances contemplated by clause (vi) below, any other Person which will qualify as an Eligible Assignee) may so provide an Additional Revolving Loan Commitment without the consent of any other Lender, (iv) each provision of Additional 's name on Schedule I hereto. All such additional Revolving Loan Commitments on a given date pursuant to this Section 2.8 shall be constitute "Revolving Loan Commitments" and all Increasing Revolving Lenders shall constitute "Revolving Lenders", in a minimum aggregate amount (each case for all purposes of the Credit Agreement and the other Loan Documents. The Requisite Lenders (including, hereby consent to the increase in the circumstances contemplated by clause (vi) below, Eligible Assignees who will become Lenders)) of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 2.8 shall not cause resulting from the Aggregate Commitment to exceed Five Hundred Million Dollars ($500,000,000), (vi) if after the Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional additional Revolving Loan Commitments pursuant to this Section 2.8, the Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Revolving Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice being provided by the Borrower as provided below) then the Borrower may request Additional Increasing Revolving Loan Commitments from Persons reasonably acceptable to the Administrative Agent and the Issuer which would qualify as Eligible Assignees hereunder in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee in any respect than the terms offered to the Lenders, provided that any such Additional Revolving Loan Commitments provided by any such Eligible Assignee which is not already a Lender shall be in a minimum amount (for such Eligible Assignee) of at least $5,000,000Lenders hereunder.
(b) In connection with order to effectuate the Additional increase in Revolving Loan Commitments contemplated hereby, each of the parties hereto hereby agrees that Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to such increase in Revolving Loan Commitments, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new applicable Pro Rata Shares. This may be provided pursuant to this Section 2.8accomplished at the discretion of Administrative Agent, following consultation with Borrower (i) by requiring the Borrower, the Administrative Agent and each such Lender or other Eligible Assignee (each, an “Additional outstanding Revolving Loan Lender”) which agrees Loans to provide an Additional Revolving Loan Commitment shall execute and deliver to the Administrative Agent an Additional Revolving Loan Commitment Agreement substantially in the form of Exhibit J (appropriately completed), be prepaid with the effectiveness proceeds of such Additional a new borrowing of Revolving Loan Lender’s Additional Revolving Loan Commitment Loans to occur upon delivery of such Additional Revolving Loan Commitment Agreement to be made on the Administrative Agent, the payment of up-front, commitment or other fees required in connection therewith (including, without limitation, any fees owing to the Administrative Agent) and the satisfaction of the other conditions in this Section 2.8(b) to the reasonable satisfaction of the Administrative AgentEffective Date, (ii) the Additional Loan Commitment Requirements and any other conditions precedent agreed by causing non-Increasing Revolving Lenders to by the Borrower that may be set forth in the respective Additional assign portions of their outstanding Revolving Loan Commitment Agreement shall have been satisfiedLoans to Increasing Revolving Lenders, and or (iii) if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such any combination of the matters set forth foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to subsection 2.6D of the opinions of counsel delivered to the Administrative Agent on the Closing Date pursuant to Section 5.1.11 as may be reasonably requested by the Administrative Agent, and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Revolving Loan Commitment Credit Agreement, and at such time (i) the Revolving Loan Commitment under, and for all purposes of, this Agreement but shall otherwise be increased by the aggregate amount of such Additional Revolving Loan Commitments, (ii) Annex I shall be deemed modified to reflect the revised Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Additional Revolving Loan Lender, Revolving Notes will be issued at the Borrower’s expense, to such Additional Revolving Loan Lender, to be in conformity with the requirements of Section 2.7 (with appropriate modification) to the extent needed to reflect the Additional Revolving Loan Commitment made by such Additional Revolving Loan Lenderwithout premium or penalty.
(c) In connection with any provision Each Increasing Revolving Lender shall be deemed to, and hereby agrees to, effective upon the Effective Date, have irrevocably purchased from each Revolving Issuing Lender a participation in each Revolving Letter of Additional Credit issued by such Revolving Loan Commitments pursuant to this Section 2.8, the Lenders Issuing Lender and the Borrower hereby agree that, notwithstanding anything outstanding immediately prior to the contrary contained Effective Date and any drawings honored thereunder in this Agreement, an amount equal to such Increasing Revolving Lender's Pro Rata Share (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Loans and incur additional Revolving Loans or (y) take such other actions as may be reasonably required by the Administrative Agent (including by requiring new Revolving Loans calculation thereof to be incurred and added to then outstanding Borrowings of the respective such Loans, even though as a result thereof such new Loans may have a shorter Interest Period than the then outstanding Borrowings of the respective such Loans), in each case to the extent necessary so that all of the Additional Revolving Loan Lenders effectively participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their Percentages (determined made after giving effect to any the increase in the amount of the Revolving Loan Commitment pursuant to this Section 2.8), (iiCommitments as contemplated hereby) the Borrower shall pay to the respective Lenders any costs of the type referred to in Section 4.5 in connection with maximum amount that is or at any repayment and/or Borrowing required pursuant to preceding clause (i), and (iii) to the extent Revolving Loans are time may become available to be so incurred or added to the then outstanding Borrowings of the respective Loans which are maintained as LIBO Rate Loans, the Lenders that have made such Loans shall be entitled to receive from the Borrower such amounts, as reasonably determined by the respective Lenders, to compensate them for funding the various Revolving Loans during an existing Interest Period (rather than at the beginning of the respective Interest Period, based upon rates then applicable thereto). All determinations by any Lender pursuant to clauses (ii) and (iii) above shall, absent manifest error, be final and conclusive and binding on all parties heretodrawn thereunder.
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Samples: Amendment No. 2 and Agreement (Brand Energy & Infrastructure Services, Inc)
