Commitment Increase Option. The Company may, at any time during the Reinvestment Period, submit a Commitment Increase Request for an increase in the Financing Commitment to up to $350,000,000 (in the aggregate), subject to satisfaction of the following conditions precedent: (a) each of the Lenders and Administrative Agent (in their sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party. (b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date; (c) the Borrowing Base Test and the Minimum Equity Test are each satisfied on and as of the Commitment Increase Date; (d) all of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date; (e) no commitment reduction shall have occurred pursuant to Section 4.07(a) in connection with JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event prior to the Commitment Increase Date; (f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront fee in the amount specified in the Amendment Date Letter; (g) any Commitment Increase Request shall be in an amount not less than $35,000,000 (or, if the positive difference between $350,000,000 and the Financing Commitment in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference); and (h) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (g) on the Amendment Effective Date.
Appears in 4 contracts
Samples: Loan Agreement (WhiteHorse Finance, Inc.), Loan Agreement (WhiteHorse Finance, Inc.), Loan Agreement (WhiteHorse Finance, Inc.)
Commitment Increase Option. The Company may, at any time during the Reinvestment Period, submit a Commitment Increase Request for an increase in the Financing Commitment to up to $350,000,000 U.S.$800,000,000 (in the aggregate), subject to satisfaction of the following conditions precedent:
(a) each of the Lenders and Administrative Agent (in their sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party.;
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;
(c) the Borrowing Base Test and the Minimum Equity Test are each is satisfied on and as of the Commitment Increase Date;
(d) all of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;
(e) no commitment reduction shall have occurred pursuant to Section 4.07(a) in connection with JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event prior to the Commitment Increase Date;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront fee in the an aggregate amount specified in the Amendment Date LetterSection 4.03(e);
(gf) any Commitment Increase Request shall be in an amount not less than $35,000,000 (or, if the positive difference between $350,000,000 and the Financing Commitment in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference)U.S.$50,000,000; and
(hg) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (gf)(ii) on the Amendment Effective Date.
Appears in 2 contracts
Samples: Loan and Security Agreement (Goldman Sachs Private Middle Market Credit II LLC), Loan and Security Agreement (Goldman Sachs Private Middle Market Credit II LLC)
Commitment Increase Option. The Company may, at any time during the Reinvestment Period, submit a Commitment Increase Request for an increase in the Financing Commitment to up to $350,000,000 600,000,000 (in the aggregate), inclusive of up to $100,000,000 of Bridge Commitments, subject to satisfaction of the following conditions precedent:
(a) each the Administrative Agent (on behalf of the Lenders and Administrative Agent (in their its sole discretion) approve approves in writing (which may be by email) such Commitment Increase Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party.;
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;
(c) the Borrowing Base Test and the Minimum Equity Test are each is satisfied on and as of the Commitment Increase Date;
(d) all of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;
(e) no commitment reduction shall have occurred pursuant to Section 4.07(a) in connection with due to JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event prior to the Commitment Increase Date;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront a fee calculated in accordance with the amount specified in the Amendment Effective Date Letter;
(g) any Commitment Increase Request shall be in an amount not less than $35,000,000 50,000,000 and shall state which portion, if any, of the Commitment Increase Request relates to Bridge Commitments (subject to clause (i) below) and which portion, if any, of the Commitment Increase Request relates to the Financing Commitment other than the Bridge Commitments;
(h) any Commitment Increase Request that would result in the aggregate amount of Financing Commitments to be greater than $400,000,000 shall require the prior authorization of Parent's Board of Directors;
(i) as of the date of the Commitment Increase Request, the aggregate outstanding principal amount of the Advances is at least $225,000,000 (or, if any previous Commitment Increase Date(s) have occurred, at least 225,000,000 plus (unless otherwise agreed by the positive difference between $350,000,000 Administrative Agent in its sole discretion and notified to the Company and the Servicer in writing (including via email)) 75% of the increase in the Financing Commitment in effect immediately prior to (other than Bridge Commitments) on each such previous Commitment Increase Date);
(j) not more than one Commitment Increase Request is less than $35,000,000, the amount of such positive difference)shall include a request for Bridge Commitments; and
(hk) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (gf)(ii) on the Amendment Effective Date.
Appears in 2 contracts
Samples: Loan and Security Agreement (TCG BDC II, Inc.), Loan and Security Agreement (TCG BDC II, Inc.)
Commitment Increase Option. (a) The Company may, at its option and without the consent of the Banks, at any time during after the Reinvestment PeriodClosing Date and from time to time thereafter, submit seek to increase the Aggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a Commitment Increase Request for an time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Financing Commitment Aggregate Commitments to up existing Banks or to $350,000,000 (other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the aggregate), subject to satisfaction of Aggregate Commitments shall become effective until the following conditions precedent:
existing or new Banks extending a new or increased Applicable Tranche Commitment amount (a) which such increase shall be determined by each of the Lenders and Administrative Agent (such existing or new Bank in their its sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party.
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;
(c) the Borrowing Base Test and the Minimum Equity Test are each satisfied on and as of the Commitment Increase Date;
(d) all of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;
(e) no commitment reduction shall have occurred pursuant to Section 4.07(a) in connection with JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event prior to the Commitment Increase Date;
(f) the Company shall have paid delivered to the Administrative Agent on a document reasonably satisfactory to the Commitment Increase Date, for the account of each Lender, an upfront fee in the amount specified in the Amendment Date Letter;
(g) any Commitment Increase Request shall be in an amount not less than $35,000,000 (or, if the positive difference between $350,000,000 Administrative Agent and the Financing Commitment in effect immediately prior Company pursuant to which any such Commitment Increase Request is less than $35,000,000, existing Bank states the amount of its Applicable Tranche Commitment increase (as the case may be), any such positive differencenew Bank (or new Applicable Bank) states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a new or increased Applicable Tranche Commitment (as the case may be); and
(h) , of a direct interest in each then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and accrued and unpaid facility fees. Any such increase of the Aggregate Commitments, respectively shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documentation documents as the Administrative Agent may reasonably request.
(b) In addition to the foregoing, to the extent that the Company has reduced the Aggregate Commitments with respect to any or all of the Banks (including without limitation, documentation similar to that provided pursuant to Sections 2.04(cSection 2.12), (d) the Company may, from time to time, increase any portion of any such Bank’s respective Applicable Tranche Commitment with respect to an Applicable Tranche, with such Bank’s consent in its sole discretion, in an amount up to the amount so reduced, provided that each such Bank shall accept an assignment from the existing Banks, and (g) on the Amendment Effective Dateexisting Banks shall make an assignment to each such Bank of a direct interest in each then outstanding Advance under such Applicable Tranche, such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Banks in proportion to their respective Applicable Tranche Commitments. The documents evidencing any such increase in the Aggregate Commitments shall be in a form reasonably acceptable to the Company and the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.)
Commitment Increase Option. (a) The Company may, at its option and without the consent of the Banks, at any time during after the Reinvestment PeriodAmendment No. 2 Effective Date and from time to time thereafter, submit seek to increase the Aggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a Commitment Increase Request for an time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Financing Commitment Aggregate Commitments to up existing Banks or to $350,000,000 (other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the aggregate), subject to satisfaction of Aggregate Commitments shall become effective until the following conditions precedent:
existing or new Banks extending a new or increased Applicable Tranche Commitment amount (a) which such increase shall be determined by each of the Lenders and Administrative Agent (such existing or new Bank in their its sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of and the Lenders and Company shall have delivered to the Administrative Agent shall use commercially reasonable efforts a document reasonably satisfactory to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent and the Company pursuant to respond within ten which any such existing Bank states the amount of its Applicable Tranche Commitment increase (10as the case may be), any such new Bank (or new Applicable Bank) Business Days states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall not constitute accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a breach new or default increased Applicable Tranche Commitment (as the case may be), of any duty or obligation by such party.
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, a direct interest in each case on then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and as unpaid interest and accrued and unpaid facility fees. Any such increase of the Commitment Increase Date;
Aggregate Commitments, respectively shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request (c) the Borrowing Base Test and the Minimum Equity Test are each satisfied on and as of the Commitment Increase Date;
(d) all of including certification that the representations and warranties contained in Article VI and in any other Loan Document shall be are true and correct in all material respects (or, in the case of any such representation or with respect to warranty already qualified by materiality, in all respects) as of such applicable date, except for representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except that relate to the extent that such representations and warranties specifically refer to an earlier a specific date, in which case they shall be true and correct in all material respects as of such date).
(or b) In addition to the foregoing, to the extent that the Company has reduced the Aggregate Commitments with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as any or all of such earlier date;
the Banks (e) no commitment reduction shall have occurred including pursuant to Section 4.07(a) 2.12), the Company may, from time to time, increase any portion of any such Bank’s respective Applicable Tranche Commitment with respect to an Applicable Tranche (and increase the Aggregate Commitments accordingly), with such Bank’s written consent in connection with JPMorgan Chase Bankits sole discretion, National Association ceasing in an amount up to act as Administrative Agent or the occurrence amount so reduced, provided that each such Bank shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to each such Bank of a Non-Call Termination Event prior direct interest in each then outstanding Advance under such Applicable Tranche, such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Banks in proportion to the Commitment Increase Date;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront fee their respective Applicable Tranche Commitments. The documents evidencing any such increase in the amount specified in the Amendment Date Letter;
(g) any Commitment Increase Request Aggregate Commitments shall be in an amount not less than $35,000,000 (or, if a form reasonably acceptable to the positive difference between $350,000,000 Company and the Financing Commitment in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference); and
(h) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (g) on the Amendment Effective DateAgent.
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
Commitment Increase Option. (a) The Company may, at its option and without the consent of the Banks, at any time during and from time to time, seek to increase the Reinvestment PeriodAggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, submit which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a Commitment Increase Request for an time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Financing Commitment Aggregate Commitments to up existing Banks or to $350,000,000 (other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the aggregate), subject to satisfaction of Aggregate Commitments shall become effective until the following conditions precedent:
existing or new Banks extending a new or increased Applicable Tranche Commitment amount (a) which such increase shall be determined by each of the Lenders and Administrative Agent (such existing or new Bank in their its sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party.
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;
(c) the Borrowing Base Test and the Minimum Equity Test are each satisfied on and as of the Commitment Increase Date;
(d) all of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;
(e) no commitment reduction shall have occurred pursuant to Section 4.07(a) in connection with JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event prior to the Commitment Increase Date;
(f) the Company shall have paid delivered to the Administrative Agent on a document reasonably satisfactory to the Commitment Increase Date, for the account of each Lender, an upfront fee in the amount specified in the Amendment Date Letter;
(g) any Commitment Increase Request shall be in an amount not less than $35,000,000 (or, if the positive difference between $350,000,000 Administrative Agent and the Financing Commitment in effect immediately prior Company pursuant to which any such Commitment Increase Request is less than $35,000,000, existing Bank states the amount of its Applicable Tranche Commitment increase (as the case may be), any such positive differencenew Bank (or new Applicable Bank) states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a new or increased Applicable Tranche Commitment (as the case may be); and
(h) , of a direct interest in each then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and accrued and unpaid facility fees. Any such increase of the Aggregate Commitments, respectively shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documentation documents as the Administrative Agent may reasonably request.
(b) In addition to the foregoing, to the extent that the Company has reduced the Aggregate Commitments with respect to any or all of the Banks (including without limitation, documentation similar to that provided pursuant to Sections 2.04(cSection 2.12), (d) the Company may, from time to time, increase any portion of any such Bank’s respective Applicable Tranche Commitment with respect to an Applicable Tranche, with such Bank’s consent in its sole discretion, in an amount up to the amount so reduced, provided that each such Bank shall accept an assignment from the existing Banks, and (g) on the Amendment Effective Date.existing Banks shall make an assignment to each such Bank of a direct interest in each then outstanding Advance under such Applicable Tranche, such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Banks in proportion to their respective Applicable Tranche Commitments. The documents evidencing any such increase in the Aggregate Commitments shall be in a form reasonably acceptable to the Company and the Administrative Agent. 50746764_11
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
Commitment Increase Option. (a) The Company may, at its option and without the consent of the Banks, at any time during after the Reinvestment PeriodAmendment No. 1 Effective Date and from time to time thereafter, submit seek to increase the Aggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a Commitment Increase Request for an time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Financing Commitment Aggregate Commitments to up existing Banks or to $350,000,000 (other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the aggregate), subject to satisfaction of Aggregate Commitments shall become effective until the following conditions precedent:
existing or new Banks extending a new or increased Applicable Tranche Commitment amount (a) which such increase shall be determined by each of the Lenders and Administrative Agent (such existing or new Bank in their its sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of and the Lenders and Company shall have delivered to the Administrative Agent shall use commercially reasonable efforts a document reasonably satisfactory to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent and the Company pursuant to respond within ten which any such existing Bank states the amount of its Applicable Tranche Commitment increase (10as the case may be), any such new Bank (or new Applicable Bank) Business Days states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall not constitute accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a breach new or default increased Applicable Tranche Commitment (as the case may be), of any duty or obligation by such party.
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, a direct interest in each case on then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and as unpaid interest and accrued and unpaid facility fees. Any such increase of the Commitment Increase Date;
Aggregate Commitments, respectively shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request (c) the Borrowing Base Test and the Minimum Equity Test are each satisfied on and as of the Commitment Increase Date;
(d) all of including certification that the representations and warranties contained in Article VI and in any other Loan Document shall be are true and correct in all material respects (or, in the case of any such representation or with respect to warranty already qualified by materiality, in all respects) as of such applicable date, except for representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except that relate to the extent that such representations and warranties specifically refer to an earlier a specific date, in which case they shall be true and correct in all material respects as of such date).
(or b) In addition to the foregoing, to the extent that the Company has reduced the Aggregate Commitments with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as any or all of such earlier date;
the Banks (e) no commitment reduction shall have occurred including pursuant to Section 4.07(a) 2.12), the Company may, from time to time, increase any portion of any such Bank’s respective Applicable Tranche Commitment with respect to an Applicable Tranche (and increase the Aggregate Commitments accordingly), with such Bank’s written consent in connection with JPMorgan Chase Bankits sole discretion, National Association ceasing in an amount up to act as Administrative Agent or the occurrence amount so reduced, provided that each such Bank shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to each such Bank of a Non-Call Termination Event prior direct interest in each then outstanding Advance under such Applicable Tranche, such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Banks in proportion to the Commitment Increase Date;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront fee their respective Applicable Tranche Commitments. The documents evidencing any such increase in the amount specified in the Amendment Date Letter;
(g) any Commitment Increase Request Aggregate Commitments shall be in an amount not less than $35,000,000 (or, if a form reasonably acceptable to the positive difference between $350,000,000 Company and the Financing Commitment in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference); and
(h) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (g) on the Amendment Effective DateAgent.
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
Commitment Increase Option. (a) The Company may, at its option and without the consent of the Banks, at any time during after the Reinvestment PeriodAmendment No. 3 Effective Date and from time to time thereafter, submit seek to increase the Aggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a Commitment Increase Request for an time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Financing Commitment Aggregate Commitments to up existing Banks or to $350,000,000 (other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the aggregate), subject to satisfaction of Aggregate Commitments shall become effective until the following conditions precedent:
existing or new Banks extending a new or increased Applicable Tranche Commitment amount (a) which such increase shall be determined by each of the Lenders and Administrative Agent (such existing or new Bank in their its sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of and the Lenders and Company shall have delivered to the Administrative Agent shall use commercially reasonable efforts a document reasonably satisfactory to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent and the Company pursuant to respond within ten which any such existing Bank states the amount of its Applicable Tranche Commitment increase (10as the case may be), any such new Bank (or new Applicable Bank) Business Days states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall not constitute accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a breach new or default increased Applicable Tranche Commitment (as the case may be), of any duty or obligation by such party.
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, a direct interest in each case on then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and as unpaid interest and accrued and unpaid facility fees. Any such increase of the Commitment Increase Date;
Aggregate Commitments, respectively shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request (c) the Borrowing Base Test and the Minimum Equity Test are each satisfied on and as of the Commitment Increase Date;
(d) all of including certification that the representations and warranties contained in Article VI and in any other Loan Document shall be are true and correct in all material respects (or, in the case of any such representation or with respect to warranty already qualified by materiality, in all respects) as of such applicable date, except for representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except that relate to the extent that such representations and warranties specifically refer to an earlier a specific date, in which case they shall be true and correct in all material respects as of such date).
(or b) In addition to the foregoing, to the extent that the Company has reduced the Aggregate Commitments with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as any or all of such earlier date;
the Banks (e) no commitment reduction shall have occurred including pursuant to Section 4.07(a) 2.12), the Company may, from time to time, increase any portion of any such Bank’s respective Applicable Tranche Commitment with respect to an Applicable Tranche (and increase the Aggregate Commitments accordingly), with such Bank’s written consent in connection with JPMorgan Chase Bankits sole discretion, National Association ceasing in an amount up to act as Administrative Agent or the occurrence amount so reduced, provided that each such Bank shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to each such Bank of a Non-Call Termination Event prior direct interest in each then outstanding Advance under such Applicable Tranche, such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Banks in proportion to the Commitment Increase Date;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront fee their respective Applicable Tranche Commitments. The documents evidencing any such increase in the amount specified in the Amendment Date Letter;
(g) any Commitment Increase Request Aggregate Commitments shall be in an amount not less than $35,000,000 (or, if a form reasonably acceptable to the positive difference between $350,000,000 Company and the Financing Commitment in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference); and
(h) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (g) on the Amendment Effective DateAgent.
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
Commitment Increase Option. (a) The Company may, at its option and without the consent of the Banks, at any time during after the Reinvestment PeriodAmendment No. 5 Effective Date and from time to time thereafter, submit seek to increase the Aggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a Commitment Increase Request for an time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Financing Commitment Aggregate Commitments to up existing Banks or to $350,000,000 (other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the aggregate), subject to satisfaction of Aggregate Commitments shall become effective until the following conditions precedent:
existing or new Banks extending a new or increased Applicable Tranche Commitment amount (a) which such increase shall be determined by each of the Lenders and Administrative Agent (such existing or new Bank in their its sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of and the Lenders and Company shall have delivered to the Administrative Agent shall use commercially reasonable efforts a document reasonably satisfactory to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent and the Company pursuant to respond within ten which any such existing Bank states the amount of its Applicable Tranche Commitment increase (10as the case may be), any such new Bank (or new Applicable Bank) Business Days states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall not constitute accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a breach new or default increased Applicable Tranche Commitment (as the case may be), of any duty or obligation by such party.
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, a direct interest in each case on then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and as unpaid interest and accrued and unpaid facility fees. Any such increase of the Commitment Increase Date;
Aggregate Commitments, respectively shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request (c) the Borrowing Base Test and the Minimum Equity Test are each satisfied on and as of the Commitment Increase Date;
(d) all of including certification that the representations and warranties contained in Article VI and in any other Loan Document shall be are true and correct in all material respects (or, in the case of any such representation or with respect to warranty already qualified by materiality, in all respects) as of such applicable date, except for representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except that relate to the extent that such representations and warranties specifically refer to an earlier a specific date, in which case they shall be true and correct in all material respects as of such date).
(or b) In addition to the foregoing, to the extent that the Company has reduced the Aggregate Commitments with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as any or all of such earlier date;
the Banks (e) no commitment reduction shall have occurred including pursuant to Section 4.07(a) 2.12), the Company may, from time to time, increase any portion of any such Bank’s respective Applicable Tranche Commitment with respect to an Applicable Tranche (and increase the Aggregate Commitments accordingly), with such Bank’s written consent in connection with JPMorgan Chase Bankits sole discretion, National Association ceasing in an amount up to act as Administrative Agent or the occurrence amount so reduced, provided that each such Bank shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to each such Bank of a Non-Call Termination Event prior direct interest in each then outstanding Advance under such Applicable Tranche, such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Banks in proportion to the Commitment Increase Date;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront fee their respective Applicable Tranche Commitments. The documents evidencing any such increase in the amount specified in the Amendment Date Letter;
(g) any Commitment Increase Request Aggregate Commitments shall be in an amount not less than $35,000,000 (or, if a form reasonably acceptable to the positive difference between $350,000,000 Company and the Financing Commitment in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference); and
(h) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (g) on the Amendment Effective DateAgent.
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
Commitment Increase Option. The Company may, at any time during the Reinvestment Period, submit a Commitment Increase Request for an increase in the Tranche B Financing Commitment to up to $350,000,000 350,000,00065,000,000 (in the aggregate, without regards to any Bridge Advances), subject to satisfaction of the following conditions precedent::
(a) each of the Lenders and Administrative Agent (in their sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party..
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;;
(c) the Borrowing Base Test and the Minimum Equity Test are each satisfied on and as of the Commitment Increase Date;;
(d) all of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;;
(e) no commitment reduction shall have occurred pursuant to Section 4.07(a) in connection with JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event prior to the Commitment Increase Date;;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront fee in the amount specified in the Amendment Date Letter;
(g) any Commitment Increase Request shall be in an amount not less than $35,000,000 (or, if the positive difference between $350,000,000 350,000,00065,000,000 and the Tranche B Financing Commitment (without regards to any Bridge Advances) in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference); andand
(h) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (g) on the Amendment Effective Date..
Appears in 1 contract
Samples: Fifth Amended and Restated Loan Agreement (WhiteHorse Finance, Inc.)
Commitment Increase Option. The Company may, at any time during the Reinvestment Period, submit a Commitment Increase Request for an increase in the Financing Commitment to up to an aggregate amount of increases not to exceed $350,000,000 (in the aggregate)350,000,000, subject to satisfaction of the following conditions precedent:precedent (unless otherwise waived by the Administrative Agent):
(a) each the Administrative Agent (on behalf of the Lenders and Administrative Agent (in their its sole discretion) approve approves in writing (which may be by email) such Commitment Increase Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party.;
(b) no Market Value Event shall have occurred and no Default or Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;
(c) the Borrowing Base Test and the Minimum Equity Test are each is satisfied on and as of the Commitment Increase Date;
(d) all of the representations and warranties contained in Article VI and in any other Loan Credit Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;
(e) no commitment reduction shall have occurred pursuant to Section 4.07(a) in connection with JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event prior to the Commitment Increase Date;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront a fee calculated in accordance with the amount specified in the Amendment Effective Date Letter;
(gf) any Commitment Increase Request shall be in an amount not less than the lower of (x) $35,000,000 100,000,000 and (or, if y) the positive difference between $350,000,000 and the Financing Commitment in effect immediately prior to such then-current maximum amount for which a Commitment Increase Request is less than $35,000,000permitted to be made;
(g) as of the date of the Commitment Increase Request, the aggregate outstanding principal amount of the Advances is at least 75% of the Financing Commitment;
(h) receipt by the Administrative Agent of certified copies of resolutions executed by the Servicer authorizing such positive difference)Commitment Increase; and
(hi) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to a certification from the Company or the Servicer on its behalf that provided pursuant to Sections 2.04(cthe conditions set forth in clauses (b), (dc) and (gd) are satisfied on the Amendment Effective Datedate of the Commitment Increase Request.
Appears in 1 contract
Samples: Credit and Security Agreement (T Series Middle Market Loan Fund LLC)
Commitment Increase Option. The Company may, at any time during the Reinvestment Period, submit a Commitment Increase Request for an increase in the Financing Commitment to up to $350,000,000 (in the aggregate), subject to satisfaction of the following conditions precedent::
(a) each of the Lenders and Administrative Agent (in their sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party..
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;;
(c) the Borrowing Base Test and the Minimum Equity Test are each satisfied on and as of the Commitment Increase Date;;
(d) all of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;;
(e) no commitment reduction shall have occurred pursuant to Section 4.07(a) in connection with JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event prior to the Commitment Increase Date;;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront fee in the amount specified in the Amendment Date Letter;
(g) any Commitment Increase Request shall be in an amount not less than $35,000,000 (or, if the positive difference between $350,000,000 and the Financing Commitment in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference); andand
(h) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (g) on the Amendment Effective Date..
Appears in 1 contract
Commitment Increase Option. The Company may, at any time during the Reinvestment Period, submit a Commitment Increase Request for an increase in the Financing Commitment for any Tranche to up to an aggregate amount of increases not to exceed $350,000,000 (in the aggregate)350,000,000, subject to satisfaction of the following conditions precedent:precedent (unless otherwise waived by the Administrative Agent):
(a) each the Administrative Agent (on behalf of the Lenders and Administrative Agent (in their its sole discretion) approve approves in writing (which may be by email) such Commitment Increase Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party.;
(b) no Market Value Event shall have occurred and no Default or Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;
(c) the Borrowing Base Test and the Minimum Equity Test are each is satisfied on and as of the Commitment Increase Date;
(d) all of the representations and warranties contained in Article VI and in any other Loan Credit Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;
(e) no commitment reduction shall have occurred pursuant to Section 4.07(a) in connection with JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event prior to the Commitment Increase Date;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront a fee calculated in accordance with the amount specified in the Amendment Effective Date Letter;
(gf) any Commitment Increase Request shall be in an amount not less than the lower of (x) $35,000,000 100,000,000 and (or, if y) the positive difference between $350,000,000 and the Financing Commitment in effect immediately prior to such then-current maximum amount for which a Commitment Increase Request is less than $35,000,000permitted to be made;
(g) as of the date of the Commitment Increase Request, the aggregate outstanding principal amount of such positive difference); andthe Advances is at least 75% of the Financing Commitment;
(h) receipt by the Administrative Agent of certified copies of resolutions executed by the Servicer authorizing such Commitment Increase; and receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to a certification from the Company or the Servicer on its behalf that provided pursuant to Sections 2.04(cthe conditions set forth in clauses (b), (dc) and (gd) are satisfied on the Amendment Effective Datedate of the Commitment Increase Request.
Appears in 1 contract
Samples: Credit and Security Agreement (T Series Middle Market Loan Fund LLC)
Commitment Increase Option. (a) The Company may, at its option and without the consent of the Banks, at any time during after the Reinvestment PeriodAmendment No. 6 Effective Date and from time to time thereafter, submit seek to increase the Aggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a Commitment Increase Request for an time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Financing Commitment Aggregate Commitments to up existing Banks or to $350,000,000 (other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the aggregate), subject to satisfaction of Aggregate Commitments shall become effective until the following conditions precedent:
existing or new Banks extending a new or increased Applicable Tranche Commitment amount (a) which such increase shall be determined by each of the Lenders and Administrative Agent (such existing or new Bank in their its sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of and the Lenders and Company shall have delivered to the Administrative Agent shall use commercially reasonable efforts a document reasonably satisfactory to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent and the Company pursuant to respond within ten which any such existing Bank states the amount of its Applicable Tranche Commitment increase (10as the case may be), any such new Bank (or new Applicable Bank) Business Days states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall not constitute accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a breach new or default increased Applicable Tranche Commitment (as the case may be), of any duty or obligation by such party.
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, a direct interest in each case on then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and as unpaid interest and accrued and unpaid facility fees. Any such increase of the Commitment Increase Date;
Aggregate Commitments, respectively, shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request (c) the Borrowing Base Test and the Minimum Equity Test are each satisfied on and as of the Commitment Increase Date;
(d) all of including certification that the representations and warranties contained in Article VI and in any other Loan Document shall be are true and correct in all material respects (or, in the case of any such representation or with respect to warranty already qualified by materiality, in all respects) as of such applicable date, except for representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except that relate to the extent that such representations and warranties specifically refer to an earlier a specific date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;
) and (ex) no commitment reduction shall have occurred pursuant to Section 4.07(aupon the reasonable request of any Bank made at least six (6) in connection with JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event days prior to the Commitment Increase Date;
(f) date of any such increase, the Company shall have paid provided to such Bank, and such Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) days prior to such date of increase and (y) at least three (3) days prior to such date of increase, if the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have delivered, to each Bank that so requests, a Beneficial Ownership Certification.
(b) In addition to the Administrative Agent on foregoing, to the extent that the Company has reduced the Aggregate Commitments with respect to any or all of the Banks (including pursuant to Section 2.12), the Company may, from time to time, increase any portion of any such Bank’s respective Applicable Tranche Commitment Increase Datewith respect to an Applicable Tranche (and increase the Aggregate Commitments accordingly), for with such Bank’s written consent in its sole discretion, in an amount up to the account amount so reduced, provided that each such Bank shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to each such Bank of a direct interest in each Lenderthen outstanding Advance under such Applicable Tranche, an upfront fee such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Banks in proportion to their respective Applicable Tranche Commitments. The documents evidencing any such increase in the amount specified in the Amendment Date Letter;
(g) any Commitment Increase Request Aggregate Commitments shall be in an amount not less than $35,000,000 (or, if a form reasonably acceptable to the positive difference between $350,000,000 Company and the Financing Commitment in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference); and
(h) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (g) on the Amendment Effective DateAgent.
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
Commitment Increase Option. The Company may, at any time during the Reinvestment Period, submit a Commitment Increase Request for an increase in the Tranche B Financing Commitment to up to $350,000,000 90,000,000375,000,000 (in the aggregate), subject to satisfaction of the following conditions precedent:
(a) each of the Lenders and Administrative Agent (in their sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party.
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;
(c) the Borrowing Base Test and the Minimum Equity Test are each satisfied on and as of the Commitment Increase Date;
(d) all of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;
(e) no commitment reduction shall have occurred pursuant to Section 4.07(a) in connection with JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event prior to the Commitment Increase Date;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront fee in the amount specified in the Amendment Date Letter;
(g) any Commitment Increase Request shall be in an amount not less than $35,000,000 (or, if the positive difference between $350,000,000 90,000,000375,000,000 and the Tranche B Financing Commitment in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference); and
(h) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (g) on the Amendment Effective Date.
Appears in 1 contract
Commitment Increase Option. The Company may, at any time during the Reinvestment Period, submit a Commitment Increase Request for an increase in the Tranche B Financing Commitment to up to $350,000,000 500,000,0001,000,000,000 (in the aggregate), subject to satisfaction of the following conditions precedent:
(a) each of the Lenders and Administrative Agent (in their sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party.;
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;
(c) the Borrowing Base Test and the Minimum Equity Test are each is satisfied on and as of the Commitment Increase Date;
(d) all of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;
(e) no commitment reduction shall have occurred pursuant to Section 4.07(a) in connection with due to JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event prior to the Commitment Increase Date;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, Date to or for the account of each Lender, an upfront the Lenders in accordance with Section 4.06 a fee in the an aggregate amount specified in the Amendment Effective Date Letter;
(g) any Commitment Increase Request shall be in an amount not less than $35,000,000 50,000,000;
(h) as of the date of the Commitment Increase Request, the aggregate outstanding principal amount of the Tranche B Advances is at least $200,000,000 (or, if any previous Commitment Increase Date(s) have occurred, at least $200,000,000 plus 80% of the positive difference between $350,000,000 and increase in the Tranche B Financing Commitment in effect immediately prior to on each such previous Commitment Increase Request is less than $35,000,000, the amount of such positive differenceDate); and
(hi) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (gf)(ii) on the Effective Date. For the avoidance of doubt, from and after the Second Amendment Effective Date, no Tranche A Financing Commitment may be increased in connection with a Commitment Increase Request.
Appears in 1 contract
Samples: Loan and Security Agreement (Stone Point Credit Corp)
Commitment Increase Option. The Company may, at any time during the Reinvestment Period, submit a Commitment Increase Request for an increase in the Financing Commitment to up to $350,000,000 U.S.$2,000,000,000 (in the aggregate), subject to satisfaction of the following conditions precedent:
(a) : each of the Lenders and Administrative Agent (in their sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party.
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;
(c) ; the Borrowing Base Test and the Minimum Equity Test are each is satisfied on and as of the Commitment Increase Date;
(d) ; all of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;
(e) no commitment reduction shall have occurred pursuant to Section 4.07(a) in connection with JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event prior to the Commitment Increase Date;
(f) ; the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront fee in the an aggregate amount specified in the Amendment Date Letter;
(g) Section 4.03(e); any Commitment Increase Request shall be in an amount not less than $35,000,000 (or, if the positive difference between $350,000,000 U.S.$50,000,000; and the Financing Commitment in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference); and
(h) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (gf)(ii) on the Amendment Effective Date.
Appears in 1 contract
Samples: Loan and Security Agreement (Goldman Sachs Private Middle Market Credit II LLC)
Commitment Increase Option. The Company may, at any time during the Reinvestment Period, submit a Commitment Increase Request for an increase in the Financing Commitment to up to $350,000,000 215,000,000 (in the aggregate), subject to satisfaction (or waiver by the Administrative Agent in writing (including via email) in its sole discretion) of the following conditions precedent:
(a) each of the Lenders and Administrative Agent (in their sole discretion) approve such Commitment Increase Request in writing (which may be by including via email) such Commitment Increase Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party.in its sole discretion;
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;
(c) the Borrowing Base Test and the Minimum Equity Test are each is satisfied on and as of the Commitment Increase Date;
(d) all of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;
(e) no commitment reduction shall have occurred pursuant to Section 4.07(a) in connection with JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event Date prior to the Commitment Increase Date;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront fee in the an aggregate amount specified in the Amendment Effective Date Letter;
(g) any Commitment Increase Request shall be in an amount not less than $35,000,000 (or, if x) in the positive difference between $350,000,000 and case of the Financing Commitment in effect immediately prior to such first Commitment Increase Request is less than Request, $35,000,00025,000,000 and (y) in the case of any subsequent Commitment Increase Request, the lesser of (A) $75,000,000 and (B) the remaining maximum Financing Commitment;
(h) as of the date of the Commitment Increase Request, the aggregate outstanding principal amount of such positive difference)the Advances is at least equal to the Minimum Funding Amount; and
(hi) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d2.04(d) and (gf)(ii) on the Amendment Effective Date.
Appears in 1 contract
Samples: Loan and Security Agreement (Portman Ridge Finance Corp)
Commitment Increase Option. (a) The Company may, at its option and without the consent of the Banks, at any time during after the Reinvestment PeriodAmendment No. 8 Effective Date and from time to time thereafter, submit seek to increase the Aggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a Commitment Increase Request for an time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Financing Commitment Aggregate Commitments to up existing Banks or to $350,000,000 (other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the aggregate), subject to satisfaction of Aggregate Commitments shall become effective until the following conditions precedent:
existing or new Banks extending a new or increased Applicable Tranche Commitment amount (a) which such increase shall be determined by each of the Lenders and Administrative Agent (such existing or new Bank in their its sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of and the Lenders and Company shall have delivered to the Administrative Agent shall use commercially reasonable efforts a document reasonably satisfactory to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent and the Company pursuant to respond within ten which any such existing Bank states the amount of its Applicable Tranche Commitment increase (10as the case may be), any such new Bank (or new Applicable Bank) Business Days states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall not constitute accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a breach new or default increased Applicable Tranche Commitment (as the case may be), of any duty or obligation by such party.
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, a direct interest in each case on then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and as unpaid interest and accrued and unpaid facility fees. Any such increase of the Commitment Increase Date;
Aggregate Commitments, respectively, shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request (c) the Borrowing Base Test and the Minimum Equity Test are each satisfied on and as of the Commitment Increase Date;
(d) all of including certification that the representations and warranties contained in Article VI and in any other Loan Document shall be are true and correct in all material respects (or, in the case of any such representation or with respect to warranty already qualified by materiality, in all respects) as of such applicable date, except for representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except that relate to the extent that such representations and warranties specifically refer to an earlier a specific date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;
) and (ex) no commitment reduction shall have occurred pursuant to Section 4.07(aupon the reasonable request of any Bank made at least six (6) in connection with JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event days prior to the Commitment Increase Date;
(f) date of any such increase, the Company shall have paid provided to such Bank, and such Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) days prior to such date of increase and (y) at least three (3) days prior to such date of increase, if the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have delivered, to each Bank that so requests, a Beneficial Ownership Certification.
(b) In addition to the Administrative Agent on foregoing, to the extent that the Company has reduced the Aggregate Commitments with respect to any or all of the Banks (including pursuant to Section 2.12), the Company may, from time to time, increase any portion of any such Bank’s respective Applicable Tranche Commitment Increase Datewith respect to an Applicable Tranche (and increase the Aggregate Commitments accordingly), for with such Bank’s written consent in its sole discretion, in an amount up to the account amount so reduced, provided that each such Bank shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to each such Bank of a direct interest in each Lenderthen outstanding Advance under such Applicable Tranche, an upfront fee such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Banks in proportion to their respective Applicable Tranche Commitments. The documents evidencing any such increase in the amount specified in the Amendment Date Letter;
(g) any Commitment Increase Request Aggregate Commitments shall be in an amount not less than $35,000,000 (or, if a form reasonably acceptable to the positive difference between $350,000,000 Company and the Financing Commitment in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference); and
(h) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (g) on the Amendment Effective DateAgent.
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
Commitment Increase Option. The Company may, may at any time during the Reinvestment Period, submit a Commitment Increase Request for an increase in the Financing Term Loan Total Commitment to and/or the Revolving Total Commitment up to $350,000,000 200,000,000 (in the aggregate), subject to satisfaction (or waiver by the Administrative Agent in its sole discretion) of the following conditions precedent:
(a) each the Administrative Agent (on behalf of the Lenders and Administrative Agent (in their its sole discretion) approve approves in writing (which may be by email) such Commitment Increase Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party.;
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;
(c) the Borrowing Base Test and the Minimum Equity Test are each satisfied on and as of the Commitment Increase Date;
(d) all of the representations and warranties contained in Article VI and in any other Loan Credit Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;
(ed) no commitment reduction all of the representations and warranties contained in the Guarantee and in any shall have occurred pursuant be true and correct in all material respects (or with respect to Section 4.07(a) such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in connection with JPMorgan Chase Bank, National Association ceasing to act each case on and as Administrative Agent or the occurrence of a Non-Call Termination Event prior to the Commitment Increase Date;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for except to the account of each Lenderextent that such representations and warranties specifically refer to an earlier date, an upfront fee in the amount specified in the Amendment Date Letter;
(g) any Commitment Increase Request which case they shall be true and correct in an amount not less than $35,000,000 all material respects (or, if the positive difference between $350,000,000 and the Financing Commitment in effect immediately prior or with respect to such Commitment Increase Request is less than $35,000,000representations and warranties which by their terms contain materiality qualifiers, the amount shall be true and correct) as of such positive difference); and
(h) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (g) on the Amendment Effective Date.earlier date;
Appears in 1 contract
Samples: Credit and Security Agreement (FS Global Credit Opportunities Fund)
Commitment Increase Option. The Company may, at any time during the Reinvestment Period, submit a Commitment Increase Request for an increase in the Financing Commitment to up to $350,000,000 U.S.$600,000,000800,000,000 (in the aggregateaggregate including the Financing Commitment prior to the effectiveness of such Commitment Increase Request), subject to satisfaction of the following conditions precedent:
(a) each of the Lenders and Administrative Agent (in their sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party.;
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;
(c) the Borrowing Base Test and the Minimum Equity Test are each is satisfied on and as of the Commitment Increase Date;
(d) all of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;
(e) no commitment reduction shall have occurred pursuant to Section 4.07(a) in connection with JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event prior to the Commitment Increase Date;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront fee in the an aggregate amount specified in the Amendment Effective Date Letter;
(g) any Commitment Increase Request shall be in an amount not less than $35,000,000 (or, if the positive difference between $350,000,000 and the Financing Commitment in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference)50,000,000; and
(h) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), ) and (d) and (g) on the Amendment Amended and Restated Effective Date.
Appears in 1 contract
Samples: Loan and Security Agreement (Franklin BSP Lending Corp)
Commitment Increase Option. The Company may, at any time during the Reinvestment Period, submit a Commitment Increase Request for an increase in the Financing Commitment to up to $350,000,000 375,000,000 (in the aggregate), subject to satisfaction of the following conditions precedent:
(a) each of the Lenders and Administrative Agent (in their sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party.
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;
(c) the Borrowing Base Test and the Minimum Equity Test are each satisfied on and as of the Commitment Increase Date;
(d) all of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;
(e) no commitment reduction shall have occurred pursuant to Section 4.07(a) in connection with JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event prior to the Commitment Increase Date;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront fee in the amount specified in the Amendment Date Letter;
(g) any Commitment Increase Request shall be in an amount not less than $35,000,000 (or, if the positive difference between $350,000,000 375,000,000 and the Financing Commitment in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference); and
(h) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (g) on the Amendment Effective Date.
Appears in 1 contract
Commitment Increase Option. The Company mayAt any time, the Borrower may request that the Revolving Credit Commitments be increased, provided that, without the prior written consent of the Majority Lenders, (i) the Total Revolving Credit Commitment shall at any no time during exceed $400,000,000 and (ii) each such request shall be in a minimum amount of at least $1,000,000. Such request shall be made in a written notice given to the Reinvestment PeriodAdministrative Agent and the Lenders by the Borrower, submit which notice (a “Commitment Increase Notice”) shall specify the amount of the proposed increase in the Total Revolving Credit Commitments and the proposed effective date of such increase. In the event of such a Commitment Increase Request for Notice, each of the Lenders shall be given the opportunity to participate in the requested increase ratably in proportion to its Revolving Credit Percentage, respectively. No Lender shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. In the event that Lenders, in the aggregate, express interest in participating in such commitment increase in excess of the amount requested by the Borrower in the Commitment Increase Notice, the Administrative Agent shall have the right, in consultation with the Borrower, to allocate the amount of increases necessary to meet the Borrower’s Commitment Increase Notice; provided that, except as the Administrative Agent may determine in order to allocate increases in a multiple of $1,000,000 per Lender, no Lender shall be allocated an amount less than its pro rata share of such increase based upon its Revolving Credit Percentage. In the event that the Lenders do not express willingness to increase their Revolving Credit Commitments in an amount equal to the amount requested in the Increase Notices, the Borrower may notify the Administrative Agent of any Eligible Assignee, as defined in Section 10.7(g), that shall have agreed to become a “Lender” party hereto (an “Acceding Bank”) in connection with the Commitment Increase Notice. If the Borrower shall not have arranged any Acceding Bank(s) to commit to the shortfall from the amount by which the Lenders were willing to increase their Revolving Credit Commitments, then the Borrower shall be deemed to have reduced the amount of its Commitment Increase Notice to the aggregate amount by which the Lenders expressed willingness to increase their Revolving Credit Commitments. Any increase in the Financing Total Revolving Credit Commitment to up to $350,000,000 (in the aggregate), under this Agreement shall be subject to satisfaction of the following conditions precedent:
: (ai) each as of the Lenders and Administrative Agent (in their sole discretion) approve in writing (which may be by email) such date of the Commitment Increase Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party.
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, in each case on Notice and as of the Commitment Increase Date;
(c) the Borrowing Base Test and the Minimum Equity Test are each satisfied on and as proposed effective date of the increase in the Total Revolving Credit Commitment Increase Date;
(d) under this Agreement, all of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all material respects as though made on such date (or with respect to unless such representations representation and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and warranty is made as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier a specific date, in which case they case, such representation and warranty shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;
(e) and no commitment reduction event shall have occurred pursuant to Section 4.07(aand then be continuing which constitutes a Default or Event of Default under this Agreement; (ii) in connection with JPMorgan Chase Bankthe Borrower, National Association ceasing to act as the Administrative Agent or and each Acceding Bank that shall have agreed to provide a “Commitment” in support of such increase in the occurrence Total Revolving Credit Commitment shall have executed and delivered an “Instrument of Accession” in a Non-Call Termination Event prior form reasonably acceptable to the Commitment Increase Date;
Administrative Agent; (fiii) counsel for the Company Borrower shall have paid provided to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront fee a supplemental opinion in the amount specified in the Amendment Date Letter;
(g) any Commitment Increase Request shall be in an amount not less than $35,000,000 (or, if the positive difference between $350,000,000 form and the Financing Commitment in effect immediately prior substance reasonably satisfactory to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference); and
(h) receipt by the Administrative Agent of and (iv) the Borrower and the Acceding Bank(s) shall otherwise have executed and delivered such other documentation instruments and documents as the Administrative Agent may shall have reasonably requestrequested in connection with such increase. Upon satisfaction of the conditions precedent to any increase in the Total Revolving Credit Commitment under this Agreement, including without limitationthe Administrative Agent shall promptly advise the Borrower and each Lender of the effective date of such increase. Upon the effective date of any increase the Total Revolving Credit Commitment under this Agreement that is supported by an Acceding Bank, documentation similar such Acceding Bank shall be a party to that provided pursuant to Sections 2.04(c)this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder. In addition, (d) and (g) on the Amendment Effective Dateeffective date, the Administrative Agent shall replace the existing Schedule 2.1 attached hereto with the revised Schedule 2.1 reflecting such new Total Revolving Credit Commitment and each Lender’s Commitment. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder.
Appears in 1 contract
Commitment Increase Option. (a) The Company may, at its option and without the consent of the Banks, at any time during after the Reinvestment PeriodClosing Date and from time to time thereafter, submit seek to increase the Aggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a Commitment Increase Request for an time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Financing Commitment Aggregate Commitments to up existing Banks or to $350,000,000 (other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the aggregate), subject to satisfaction of Aggregate Commitments shall become effective until the following conditions precedent:
existing or new Banks extending a new or increased Applicable Tranche Commitment amount (a) which such increase shall be determined by each of the Lenders and Administrative Agent (such existing or new Bank in their its sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of and the Lenders and Company shall have delivered to the Administrative Agent shall use commercially reasonable efforts a document reasonably satisfactory to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent and the Company pursuant to respond within ten which any such existing Bank states the amount of its Applicable Tranche Commitment increase (10as the case may be), any such new Bank (or new Applicable Bank) Business Days states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall not constitute accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a breach new or default increased Applicable Tranche Commitment (as the case may be), of any duty or obligation by such party.
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, a direct interest in each case on then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and as unpaid interest and accrued and unpaid facility fees. Any such increase of the Commitment Increase Date;
Aggregate Commitments, respectively shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request (c) the Borrowing Base Test and the Minimum Equity Test are each satisfied on and as of the Commitment Increase Date;
(d) all of including certification that the representations and warranties contained in Article VI are true and correct in any other Loan Document all material respects as of such applicable date, except for representations and warranties that relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of such date).
(b) In addition to the Commitment Increase Dateforegoing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or the Company has reduced the Aggregate Commitments with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as any or all of such earlier date;
the Banks (e) no commitment reduction shall have occurred including pursuant to Section 4.07(a) 2.12), the Company may, from time to time, increase any portion of any such Bank’s respective Applicable Tranche Commitment with respect to an Applicable Tranche, with such Bank’s consent in connection with JPMorgan Chase Bankits sole discretion, National Association ceasing in an amount up to act as Administrative Agent or the occurrence amount so reduced, provided that each such Bank shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to each such Bank of a Non-Call Termination Event prior direct interest in each then outstanding Advance under such Applicable Tranche, such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Banks in proportion to the Commitment Increase Date;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront fee their respective Applicable Tranche Commitments. The documents evidencing any such increase in the amount specified in the Amendment Date Letter;
(g) any Commitment Increase Request Aggregate Commitments shall be in an amount not less than $35,000,000 (or, if a form reasonably acceptable to the positive difference between $350,000,000 Company and the Financing Commitment in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference); and
(h) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (g) on the Amendment Effective DateAgent.
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
Commitment Increase Option. The Company may, at any time during the Reinvestment Period, submit a Commitment Increase Request for an increase in the Financing Commitment to up to $350,000,000 U.S.$800,000,000 (in the aggregateaggregate including the Financing Commitment prior to the effectiveness of such Commitment Increase Request), subject to satisfaction of the following conditions precedent:
(a) each of the Lenders and Administrative Agent (in their sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party.;
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;
(c) the Borrowing Base Test and the Minimum Equity Test are each is satisfied on and as of the Commitment Increase Date;
(d) all of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;
(e) no commitment reduction shall have occurred pursuant to Section 4.07(a) in connection with JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event prior to the Commitment Increase Date;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront fee in the an aggregate amount specified in the Amendment Effective Date Letter;
(g) any Commitment Increase Request shall be in an amount not less than $35,000,000 (or, if the positive difference between $350,000,000 and the Financing Commitment in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference)50,000,000; and
(h) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), ) and (d) and (g) on the Amendment Effective Date.
Appears in 1 contract
Samples: Loan and Security Agreement (Franklin BSP Capital Corp)
Commitment Increase Option. The Company may, at any time during the Reinvestment Period, submit a Commitment Increase Option Request for an increase in the Financing Commitment to up to $350,000,000 (in the aggregate)400,000,000, subject to satisfaction of the following conditions precedent:
(a) each of the Lenders and Administrative Agent (in their its sole discretion) approve approves in writing (which may be by email) such Commitment Increase Option Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party.;
(b) no Market Collateral Value Event shall have occurred and no Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;
(c) the Borrowing Base Test and the Minimum Equity Test are each is satisfied on and as of the Commitment Increase Date;
(d) all of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;
(e) no commitment reduction optional prepayment shall have occurred pursuant to Section 4.07(a4.03(c) in connection with JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event prior to the Commitment Increase Date;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an the applicable upfront fee as set forth in the amount specified in the Amendment Date LetterFee Letter and, once paid, such fees or any part thereof shall not be refundable under any circumstances;
(g) any Commitment Increase Option Request shall be in an amount not less than $35,000,000 (or, if the positive difference between $350,000,000 and the Financing Commitment in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference)75,000,000; and
(h) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (gf)(ii) on the Amendment Effective Date.
Appears in 1 contract
Samples: Loan and Security Agreement (SCP Private Credit Income BDC LLC)
Commitment Increase Option. a. The Company may, at its option and without the consent of the Banks, at any time during after the Reinvestment PeriodAmendment No. 3 Effective Date and from time to time thereafter, submit seek to increase the Aggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a Commitment Increase Request for an time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Financing Commitment Aggregate Commitments to up existing Banks or to $350,000,000 (other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the aggregate), subject to satisfaction of Aggregate Commitments shall become effective until the following conditions precedent:
existing or new Banks extending a new or increased Applicable Tranche Commitment amount (a) which such increase shall be determined by each of the Lenders and Administrative Agent (such existing or new Bank in their its sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of and the Lenders and Company shall have delivered to the Administrative Agent shall use commercially reasonable efforts a document reasonably satisfactory to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent and the Company pursuant to respond within ten which any such existing Bank states the amount of its Applicable Tranche Commitment increase (10as the case may be), any such new Bank (or new Applicable Bank) Business Days states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall not constitute accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a breach new or default increased Applicable Tranche Commitment (as the case may be), of any duty or obligation by such party.
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, a direct interest in each case on then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their 136129539 respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and as unpaid interest and accrued and unpaid facility fees. Any such increase of the Commitment Increase Date;
Aggregate Commitments, respectively shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request (c) the Borrowing Base Test and the Minimum Equity Test are each satisfied on and as of the Commitment Increase Date;
(d) all of including certification that the representations and warranties contained in Article VI and in any other Loan Document shall be are true and correct in all material respects (or, in the case of any such representation or with respect to warranty already qualified by materiality, in all respects) as of such applicable date, except for representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except that relate to the extent that such representations and warranties specifically refer to an earlier a specific date, in which case they shall be true and correct in all material respects (or as of such date).
b. In addition to the foregoing, to the extent that the Company has reduced the Aggregate Commitments with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as any or all of such earlier date;
the Banks (e) no commitment reduction shall have occurred including pursuant to Section 4.07(a) 2.12), the Company may, from time to time, increase any portion of any such Bank’s respective Applicable Tranche Commitment with respect to an Applicable Tranche (and increase the Aggregate Commitments accordingly), with such Bank’s written consent in connection with JPMorgan Chase Bankits sole discretion, National Association ceasing in an amount up to act as Administrative Agent or the occurrence amount so reduced, provided that each such Bank shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to each such Bank of a Non-Call Termination Event prior direct interest in each then outstanding Advance under such Applicable Tranche, such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Banks in proportion to the Commitment Increase Date;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront fee their respective Applicable Tranche Commitments. The documents evidencing any such increase in the amount specified in the Amendment Date Letter;
(g) any Commitment Increase Request Aggregate Commitments shall be in an amount not less than $35,000,000 (or, if a form reasonably acceptable to the positive difference between $350,000,000 Company and the Financing Commitment in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference); and
(h) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (g) on the Amendment Effective DateAgent.
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
Commitment Increase Option. The Company may, at any time during the Reinvestment Period, submit a Commitment Increase Request for an increase in the Financing Commitment for any Tranche to up to an aggregate amount of increases not to exceed $350,000,000 (in the aggregate)150,000,000, subject to satisfaction of the following conditions precedent:precedent (unless otherwise waived by the Administrative Agent):
(a) each the Administrative Agent (on behalf of the Lenders and Administrative Agent (in their its sole discretion) approve approves in writing (which may be by email) such Commitment Increase Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party.;
(b) no Market Value Event shall have occurred and no Default or Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;
(c) the Borrowing Base Test and the Minimum Equity Test are each is satisfied on and as of the Commitment Increase Date;
(d) all of the representations and warranties contained in Article VI and in any other Loan Credit Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;
(e) no commitment reduction shall have occurred pursuant to Section 4.07(a) in connection with JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event prior to the Commitment Increase Date;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront a fee calculated in accordance with the amount specified in the Amendment Effective Date Letter;
(g) any Commitment Increase Request shall be in an amount not less than $35,000,000 (or, if the positive difference between $350,000,000 and the Financing Commitment in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference); and
(h) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (g) on the Amendment Effective Date.
Appears in 1 contract
Samples: Credit and Security Agreement (T Series Middle Market Loan Fund LLC)
Commitment Increase Option. (a) The Company may, at its option and without the consent of the Banks, at any time during after the Reinvestment PeriodAmendment No. 7 Effective Date and from time to time thereafter, submit seek to increase the Aggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a Commitment Increase Request for an time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Financing Commitment Aggregate Commitments to up existing Banks or to $350,000,000 (other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the aggregate), subject to satisfaction of Aggregate Commitments shall become effective until the following conditions precedent:
existing or new Banks extending a new or increased Applicable Tranche Commitment amount (a) which such increase shall be determined by each of the Lenders and Administrative Agent (such existing or new Bank in their its sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of and the Lenders and Company shall have delivered to the Administrative Agent shall use commercially reasonable efforts a document reasonably satisfactory to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent and the Company pursuant to respond within ten which any such existing Bank states the amount of its Applicable Tranche Commitment increase (10as the case may be), any such new Bank (or new Applicable Bank) Business Days states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall not constitute accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a breach new or default increased Applicable Tranche Commitment (as the case may be), of any duty or obligation by such party.
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, a direct interest in each case on then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and as unpaid interest and accrued and unpaid facility fees. Any such increase of the Commitment Increase Date;
Aggregate Commitments, respectively, shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request (c) the Borrowing Base Test and the Minimum Equity Test are each satisfied on and as of the Commitment Increase Date;
(d) all of including certification that the representations and warranties contained in Article VI and in any other Loan Document shall be are true and correct in all material respects (or, in the case of any such representation or with respect to warranty already qualified by materiality, in all respects) as of such applicable date, except for representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except that relate to the extent that such representations and warranties specifically refer to an earlier a specific date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;
) and (ex) no commitment reduction shall have occurred pursuant to Section 4.07(aupon the reasonable request of any Bank made at least six (6) in connection with JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event days prior to the Commitment Increase Date;
(f) date of any such increase, the Company shall have paid provided to such Bank, and such Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) days prior to such date of increase and (y) at least three (3) days prior to such date of increase, if the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have delivered, to each Bank that so requests, a Beneficial Ownership Certification.
(b) In addition to the Administrative Agent on foregoing, to the extent that the Company has reduced the Aggregate Commitments with respect to any or all of the Banks (including pursuant to Section 2.12), the Company may, from time to time, increase any portion of any such Bank’s respective Applicable Tranche Commitment Increase Datewith respect to an Applicable Tranche (and increase the Aggregate Commitments accordingly), for with such Bank’s written consent in its sole discretion, in an amount up to the account amount so reduced, provided that each such Bank shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to each such Bank of a direct interest in each Lenderthen outstanding Advance under such Applicable Tranche, an upfront fee such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Banks in proportion to their respective Applicable Tranche Commitments. The documents evidencing any such increase in the amount specified in the Amendment Date Letter;
(g) any Commitment Increase Request Aggregate Commitments shall be in an amount not less than $35,000,000 (or, if a form reasonably acceptable to the positive difference between $350,000,000 Company and the Financing Commitment in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference); and
(h) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (g) on the Amendment Effective DateAgent.
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
Commitment Increase Option. The Company may, at any time during the Reinvestment Period, submit a Commitment Increase Request for an increase in the Financing Commitment for any Tranche to up to an aggregate amount of increases not to exceed $350,000,000 (in the aggregate)150,000,000, subject to satisfaction of the following conditions precedent:precedent (unless otherwise waived by the Administrative Agent):
(a) each the Administrative Agent (on behalf of the Lenders and Administrative Agent (in their its sole discretion) approve approves in writing (which may be by email) such Commitment Increase Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party.;
(b) no Market Value Event shall have occurred and no Default or Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;
(c) the Borrowing Base Test and the Minimum Equity Test are each is satisfied on and as of the Commitment Increase Date;
(d) all of the representations and warranties contained in Article VI and in any other Loan Credit Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;
(e) no commitment reduction shall have occurred pursuant to Section 4.07(a) in connection with JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event prior to the Commitment Increase Date;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront a fee calculated in accordance with the amount specified in the Amendment Effective Date Letter;
(gf) any Commitment Increase Request shall be in an amount not less than the lower of (x) $35,000,000 100,000,000 and (or, if y) the positive difference between $350,000,000 and the Financing Commitment in effect immediately prior to such then-current maximum amount for which a Commitment Increase Request is less than $35,000,000permitted to be made;
(g) as of the date of the Commitment Increase Request, the aggregate outstanding principal amount of such positive difference); andthe Advances is at least 75% of the Financing Commitment;
(h) receipt by the Administrative Agent of certified copies of resolutions executed by the Servicer authorizing such Commitment Increase; and receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to a certification from the Company or the Servicer on its behalf that provided pursuant to Sections 2.04(cthe conditions set forth in clauses (b), (dc) and (gd) are satisfied on the Amendment Effective Datedate of the Commitment Increase Request.
Appears in 1 contract
Samples: Credit and Security Agreement (T Series Middle Market Loan Fund LLC)
Commitment Increase Option. The Company may, at any time during the Reinvestment Period, submit a Commitment Increase Request for an increase in the Tranche A Financing Commitment or the Tranche B Financing Commitment to up to $350,000,000 1,000,000,000 (cumulatively, in the aggregate), subject to satisfaction (or waiver by the Administrative Agent in writing (including via email) in its sole discretion) of the following conditions precedent:
(a) each of the Lenders and Administrative Agent (in their its sole discretiondiscretion and subject to the condition set forth in the First Amendment Effective Date Letter) approve approves in writing (which may be by email) such Commitment Increase Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party.;
(b) no Market Value Event shall have occurred and no Default or Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;
(c) the Borrowing Base Test and the Minimum Equity Test are each is satisfied on and as of the Commitment Increase Date;
(d) all of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;
(e) no commitment reduction shall have occurred pursuant to Section 4.07(a) in connection with JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event prior to the Commitment Increase Date;
(f) the Company shall have paid to the Administrative Agent applicable Lenders on the Commitment Increase Date, for the account of each Lender, Date an upfront fee in an aggregate amount and in the manner specified in the Effective Date Letter (and, with respect to each Lender that is party to a Lender Fee Letter, in the amount specified in the Amendment Date such Lender Fee Letter);
(g) any Commitment Increase Request shall be in an amount not less than $35,000,000 (or, if the positive difference between $350,000,000 and the Financing Commitment in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference)100,000,00050,000,000 ; and
(h) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), 2.04 (d) and (gf)(ii) on the Amendment Effective Date. Each increase to the Financing Commitment of the Lenders on a Commitment Increase Date shall be allocated to JPMCB and any Affiliate thereof that is a Lender in the amount(s) designated by such Lenders to the Administrative Agent. Any portion of such increase remaining after allocation in accordance with the immediately preceding sentence (and after allocation of such increase to any additional lender providing all or a portion of such increase) shall be allocated to the Lenders that have notified the Administrative Agent that they wish to participate in such increase on a pro rata basis (determined without giving effect to the Financing Commitments of JPMCB and its Affiliates).
Appears in 1 contract
Samples: Loan and Security Agreement (Fidelity Private Credit Central Fund LLC)
Commitment Increase Option. (a) The Company may, at its option and without the consent of the Banks, at any time during after the Reinvestment PeriodClosing Date and from time to time thereafter, submit seek to increase the Aggregate Commitments by up to an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral Agent, which notice shall specify the amount of any such increase, the requested Applicable Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and shall be delivered at a Commitment Increase Request for an time when no Default or Unmatured Default has occurred and is continuing. The Company may, in its sole discretion, offer the increase in the Financing Commitment Aggregate Commitments to up existing Banks or to $350,000,000 (other lenders or entities reasonably acceptable to the Administrative Agent and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No increase in the aggregate), subject to satisfaction of Aggregate Commitments shall become effective until the following conditions precedent:
existing or new Banks extending a new or increased Applicable Tranche Commitment amount (a) which such increase shall be determined by each of the Lenders and Administrative Agent (such existing or new Bank in their its sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of and the Lenders and Company shall have delivered to the Administrative Agent shall use commercially reasonable efforts a document reasonably satisfactory to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent and the Company pursuant to respond within ten which any such existing Bank states the amount of its Applicable Tranche Commitment increase (10as the case may be), any such new Bank (or new Applicable Bank) Business Days states its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing) accepting new or increased Applicable Tranche Commitments shall not constitute accept an assignment from the existing Banks, and the existing Banks shall make an assignment to the new or existing Banks accepting a breach new or default increased Applicable Tranche Commitment (as the case may be), of any duty or obligation by such party.
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, a direct interest in each case on then outstanding Advance under the Applicable Tranche, as applicable, such that, after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and as unpaid interest and accrued and unpaid facility fees. Any such increase of the Commitment Increase Date;
Aggregate Commitments, respectively shall be subject to receipt by the Administrative Agent from the Company of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request (c) the Borrowing Base Test and the Minimum Equity Test are each satisfied on and as of the Commitment Increase Date;
(d) all of including certification that the representations and warranties contained in Article VI are true and correct in any other Loan Document all material respects as of such applicable 41 date, except for representations and warranties that relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of such date).
(b) In addition to the Commitment Increase Dateforegoing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or the Company has reduced the Aggregate Commitments with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as any or all of such earlier date;
the Banks (e) no commitment reduction shall have occurred including pursuant to Section 4.07(a) 2.12), the Company may, from time to time, increase any portion of any such Bank’s respective Applicable Tranche Commitment with respect to an Applicable Tranche, with such Bank’s written consent in connection with JPMorgan Chase Bankits sole discretion, National Association ceasing in an amount up to act as Administrative Agent or the occurrence amount so reduced, provided that each such Bank shall accept an assignment from the existing Banks, and the existing Banks shall make an assignment to each such Bank of a Non-Call Termination Event prior direct interest in each then outstanding Advance under such Applicable Tranche, such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Banks in proportion to the Commitment Increase Date;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront fee their respective Applicable Tranche Commitments. The documents evidencing any such increase in the amount specified in the Amendment Date Letter;
(g) any Commitment Increase Request Aggregate Commitments shall be in an amount not less than $35,000,000 (or, if a form reasonably acceptable to the positive difference between $350,000,000 Company and the Financing Commitment in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference); and
(h) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (g) on the Amendment Effective DateAgent.
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
Commitment Increase Option. The Company may, at any time during the Reinvestment Period, submit a Commitment Increase Request for an increase in the Financing Commitment to up to $350,000,000 U.S.$2,000,000,000 (in the aggregate), subject to satisfaction of the following conditions precedent:
(a) each of the Lenders and Administrative Agent (in their sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party.;
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;
(c) the Borrowing Base Test and the Minimum Equity Test are each is satisfied on and as of the Commitment Increase Date;
(d) all of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;
(e) no commitment reduction shall have occurred pursuant to Section 4.07(a) in connection with JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event prior to the Commitment Increase Date;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront fee in the an aggregate amount specified in the Amendment Date LetterSection 4.03(e);
(gf) any Commitment Increase Request shall be in an amount not less than $35,000,000 (or, if the positive difference between $350,000,000 and the Financing Commitment in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference)U.S.$50,000,000; and
(hg) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (gf)(ii) on the Amendment Effective Date.
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Samples: Loan and Security Agreement (Goldman Sachs Private Middle Market Credit II LLC)
Commitment Increase Option. The Company may, at any time during the Reinvestment Period, submit a Commitment Increase Request for an increase in the Tranche B Financing Commitment to up to $350,000,000 65,000,00090,000,000 (in the aggregate, without regards to any Bridge Advances), subject to satisfaction of the following conditions precedent::
(a) each of the Lenders and Administrative Agent (in their sole discretion) approve in writing (which may be by email) such Commitment Increase Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach or default of any duty or obligation by such party..
(b) no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;;
(c) the Borrowing Base Test and the Minimum Equity Test are each satisfied on and as of the Commitment Increase Date;;
(d) all of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;;
(e) no commitment reduction shall have occurred pursuant to Section 4.07(a) in connection with JPMorgan Chase Bank, National Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event prior to the Commitment Increase Date;;
(f) the Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront fee in the amount specified in the Amendment Date Letter;
(g) any Commitment Increase Request shall be in an amount not less than $35,000,000 (or, if the positive difference between $350,000,000 65,000,00090,000,000 and the Tranche B Financing Commitment (without regards to any Bridge Advances) in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount of such positive difference); andand
(h) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (g) on the Amendment Effective Date..
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