Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.
Appears in 4 contracts
Samples: Revolving Credit Agreement (ITC Holdings Corp.), Revolving Credit Agreement (ITC Holdings Corp.), Revolving Credit Agreement (ITC Holdings Corp.)
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments (but not, for the avoidance of doubt, the Swingline Commitment) in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Issuer, the Swingline Lender and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreement, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.
Appears in 4 contracts
Samples: Revolving Credit Agreement (ITC Holdings Corp.), Revolving Credit Agreement (ITC Holdings Corp.), Revolving Credit Agreement (ITC Holdings Corp.)
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, the Swingline Lender, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an a Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.
Appears in 3 contracts
Samples: Revolving Credit Agreement (ITC Holdings Corp.), Revolving Credit Agreement (ITC Holdings Corp.), Revolving Credit Agreement (ITC Holdings Corp.)
Expansion Option. The Borrower may from time 8.1. Subject to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs this Article 8 and the availability of the Expansion Space (as defined below), Tenant shall have the right, but not the obligation, to expand the Premises (the “Expansion Option”) to include the spaces known as Suite 220B and 220C, as such space is more particularly shown on the floor plan attached hereto as Exhibit C (the “Expansion Space”).
8.2. Landlord shall notify Tenant in writing if the Expansion Space becomes available. Tenant may exercise the Expansion Option by providing Landlord, no later than fifteen (15) days after Landlord’s notice, with written notice that Tenant has elected to exercise the Expansion Option. Within ten (10) days after exercising the Expansion Option, Tenant and Landlord shall enter into a written amendment to the Lease (the “Amendment”). which amendment shall provide, unless otherwise agreed in writing, (a) and the commencement date of the Expansion Space, (b) of Section 6.2 that the Premises under this Lease shall be satisfied increased to include the rentable square feet of the Expansion Space, (c) the new Base Rent, with the Expansion Space increasing Base Rent at the then-current rental rate per square foot under the Lease, (d) Tenant’s new Pro Rata Share of Operating Expenses based upon the addition of the Expansion Space to the Premises and (e) the proportionate increase to the Security Deposit (which increase shall be payable to Landlord upon execution of the Amendment). In all other respects, the Lease, as amended by this Amendment, shall remain in full force and effect.
8.3. Notwithstanding anything in this Article to the contrary, Tenant shall not exercise the Expansion Option during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the Expansion Option during a period of time in which Tenant is so in default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the Expansion Option if Landlord has given Tenant three (3) or waived by more notices of default under the Required Lenders and Lease, whether or not the Administrative Agent defaults are cured.
8.4. If Tenant properly exercises its Expansion Option, Tenant shall have received a certificate the right to that effect dated such date and executed by an Authorized Officer of terminate the Borrower and (B) the Borrower shall be in compliance Lease with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as respect to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all Premises known as Suite 216 (except for those provisions that, by their express terms, survive the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as expiration or earlier termination of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9Lease). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.
Appears in 3 contracts
Samples: Lease (Tocagen Inc), Lease (Tocagen Inc), Lease (Tocagen Inc)
Expansion Option. The Borrower may from time 7.1 Subject to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs this Article, Tenant shall have the right, but not the obligation, to expand the Premises (the “Expansion Option”) to include Suite 119 consisting of approximately 2,959 square feet of Rentable Area as more particularly shown on the floor plan attached hereto as Exhibit B (the “Expansion Space”).
7.2 Tenant may exercise the Expansion Option by providing Landlord with written notice (the “Expansion Option Notice”) that Tenant has elected to exercise the Expansion Option. Within ten (10) days after exercising the Expansion Option, Tenant and Landlord shall enter into a written amendment to the Lease (the “Expansion Amendment”), which amendment shall provide, unless otherwise agreed in writing, (a) and that the commencement date of the Expansion Space shall be the date (the “Expansion Space Commencement Date”) that is thirty (30) days after the date that Tenant delivers the Expansion Option Notice, (b) of Section 6.2 that the Premises shall be satisfied increased to include the square feet of Rentable Area of the Expansion Space, (c) the new Base Rent, with the Expansion Space increasing Base Rent at the then-current base rental rate per square foot of Rentable Area under the Amended Lease, (d) Tenant’s new Pro Rata Share based upon the addition of the Expansion Space to the Premises and (e) that Tenant shall accept the Expansion Space in its condition “as is” as of the Expansion Space Commencement Date and that Landlord shall have no obligation to alter, repair or waived otherwise prepare the Expansion Space for Tenant’s occupancy or to pay for any improvements to the Expansion Space, except as may be expressly provided in Section 7.7 of this Amendment. In all other respects, the Amended Lease shall remain in full force and effect, and shall apply to the Expansion Space.
7.3 Notwithstanding anything in this Article to the contrary, Tenant shall not exercise the Expansion Option during such period of time that Tenant is in default under any provision of the Amended Lease. Any attempted exercise of the Expansion Option during a period of time in which Tenant is so in default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the Expansion Option if Landlord has given Tenant three (3) or more notices of default under the Amended Lease, whether or not the defaults are cured, during the five (5) month period prior to the date on which Tenant seeks to exercise the Expansion Option.
7.4 If Tenant timely and properly exercises the Expansion Option, then Tenant shall have the right, but not the obligation, to reduce the Premises (the “Surrender Option”) by surrendering one of the Required Lenders following spaces (each, a “Surrender Space”): (a) Suite 222 (876 square feet of Rentable Area), (b) Xxxxx 000 (000 xxxxxx xxxx xx Xxxxxxxx Xxxx) or (c) Xxxxx 000 xxx Xxxxx 000 (0,000 xxxxxx xxxx xx Xxxxxxxx Xxxx); provided, however, that Tenant must exercise the Surrender Option concurrently with Tenant’s delivery of the Expansion Option Notice by including in the Expansion Option Notice an express statement setting forth Tenant’s election to exercise the Surrender Option and the Administrative Agent specific Surrender Space to which Tenant’s election applies (the “Designated Surrender Space”). If Tenant fails to include such a statement in its Expansion Option Notice, then the Surrender Option shall have received a certificate automatically terminate and be of no further force or effect. If Tenant timely and properly exercises its Surrender Option as described in this Section 7.4, then the Expansion Amendment shall (w) include appropriate adjustments to that effect dated such date and executed by an Authorized Officer (i) the Premises (to reflect subtraction of the Borrower and (B) Rentable Area of the Borrower shall be in compliance with the covenant contained in Section 9.3 and Designated Surrender Space), (ii) Base Rent (with the Administrative Agent shall have received documents and opinions consistent with those delivered on Designated Surrender Space decreasing Base Rent at the effective date as to then-current base rental rate per square foot of Rentable Area under the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (iAmended Lease) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9iii). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.
Appears in 3 contracts
Samples: Lease (Tocagen Inc), Lease (Tocagen Inc), Lease (Tocagen Inc)
Expansion Option. The Borrower may from time to time elect to increase Provided no Default exists beyond applicable notice and cure periods and the Revolving Credit Commitments Lease is in minimum increments of $25,000,000 full force and effect, provided Tenant (or such lesser amount as an Affiliate) is leasing and occupying the Administrative Agent may agree) so long asentire Relocation Premises, after by giving effect theretoLandlord written notice, if at all, on or before July 1, 2021, subject to existing rights of other tenants of the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase Building listed on Schedule 1 attached hereto, Tenant shall have the option to be provided by one or more Lenders expand the Premises (each Lender so agreeing to an increase in its Revolving Credit Commitment, an the “Increasing LenderExpansion Option”), or as provided herein. Tenant may exercise the Expansion Option, if at all, by one or more new banksgiving Landlord timely written notice (“Expansion Notice”). If Tenant exercises the Expansion Option, financial institutions or other entities the “Expansion Space” shall be Suite 1822 containing 1,801 rentable square feet, Suite 1810 containing approximately 9,132 rentable square feet, and Suite 1801 containing approximately 2,629 rentable square feet. The Expansion Space is shown on Exhibit C-1 attached hereto and made a part hereof. In the event that Tenant timely exercises the Expansion Option, then (each such new bank, financial institution or other entity, a) Landlord shall tender possession of the Expansion Space to Tenant in an “Augmenting Lender”; provided as-is, where is” condition so that no Ineligible Institution Tenant may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) perform any Tenant Work in the case of an Increasing LenderExpansion Space on or before April 1, 2022 (the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a“Expansion Delivery Date”) and (b) effective as of Section 6.2 July 1, 2022, subject to extension on a day by day basis for each day of Landlord Delay [for purposes of this reference to Landlord Delay, Delivery Date shall be satisfied or waived by replaced with the Required Lenders Expansion Delivery Date and Relocation Premises shall be replaced with Expansion Space] (the “Expansion Space Commencement Date”), the Expansion Space shall be added to, and constitute part of, the “Premises” leased hereunder, and the Administrative Agent same shall have received a certificate be leased upon and subject to that effect dated such date the same terms, provisions and executed by an Authorized Officer conditions as are applicable to the other portions of the Borrower Premises for the remainder of the Term of the Lease, except that Base Rent, rent abatement, and (B) concessions for the Borrower Expansion Space shall be in compliance with at the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCurrent Market Rate, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, determined in accordance with the requirements procedure set forth above in this Amendment. Promptly after Tenant exercises the Expansion Option and the parties determine the Current Market Rate, Landlord and Tenant shall execute an amendment to the Lease confirming the increase in the square footage of Section 2.9the Premises and all matters incident thereto (such as an increase in Tenant’s Pro Rata Share and Base Rent and a workletter to address payment of the construction allowance, if any); however, the failure of the parties to timely execute such amendment shall not defer the Expansion Space Commencement Date or otherwise invalidate this Lease or affect the parties’ rights or obligations hereunder. In the event demising work is necessary to accommodate Tenant’s exercise of its Expansion Option, then Landlord shall build a Building standard multi-tenant corridor (including without limitation construction of a demising wall and separation of the corridor from electrical, fire/life safety, HVAC, and other systems serving the Premises). The deemed payments made Such demising work shall be at Tenant’s expense, provided that Tenant may use the construction allowance to pay for such work. Furthermore, Tenant (and not Landlord) shall be responsible for drywall and finish on the side of the corridor located within the Premises. In no event shall Landlord be obligated to pay a commission with respect to any space leased by Tenant under this Section other than pursuant to clause (ii) a written commission agreement with Tenant’s designated broker who is actively involved in negotiations on Tenant’s behalf at the time and Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any other broker or agent claiming the same by, through, or under the indemnifying party. Tenant’s rights under this Section are personal to the above-named Tenant, its Affiliates, and any successor Tenant after any Business Transfer in accordance with Section 11.04 of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderLease.
Appears in 3 contracts
Samples: Office Lease Agreement, Office Lease Agreement (Xeris Pharmaceuticals Inc), Office Lease Agreement (Xeris Pharmaceuticals Inc)
Expansion Option. (a) The Borrower Company or Solvest may from time to time after the Closing Date elect to increase the Revolving Credit Commitments enter into one or more tranches of term loans denominated in minimum increments Dollars (each, an “Incremental Term Loan”), in each case in an aggregate principal amount of not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of all such increases Incremental Term Loans (other than Refinancing Term Loans), when taken together with the aggregate principal amount of Incremental Substitute Indebtedness does not exceed (A) $50,000,000100,000,000, plus (B) an unlimited amount so long as on a Pro Forma Basis the First Lien Net Leverage Ratio as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time (and excluding the cash proceeds of the Incremental Term Loans from cash for purposes of such calculation) shall not exceed 4.00 to 1.0. The Borrower Company or Solvest, as applicable, may arrange for any such increase tranche to be provided by one or more Lenders (each Lender so agreeing to an increase participate in its Revolving Credit Commitmentsuch Incremental Term Loan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to participate in such Incremental Term Loan; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer Company and the Administrative Agent (such consents not to be unreasonably withheld or delayed). Without the consent of any Lenders other than the relevant Increasing Lenders or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.19 (including, if Solvest borrows any Incremental Term Loans, (i) to reflect that Solvest has become a borrower hereunder (it being understood that Solvest shall not be deemed to be a Loan Party for purposes of the restrictions set forth in Article VI) and (ii) (x) in to provide that Solvest and any Foreign Subsidiary that provides a guarantee of the case obligations of an Increasing Lender, Solvest with respect to the Borrower Incremental Term Loans shall have no obligations with respect to the Loans and other the Obligations of the Company and that such Increasing Lender execute an agreement substantially in Obligations of the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and Company shall not be recourse to Solvest or any such Augmenting Lender execute an agreement substantially in the form of Exhibit H heretoForeign Subsidiary). No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments New Incremental Term Loans created pursuant to this Section 2.15 2.19 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) Incremental Term Loans shall become effective be permitted under this paragraph unless, (i) unless on the proposed date of the effectiveness of such increaseborrowing of such Incremental Term Loan, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders (or such other Lenders whose consent is required) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower Company; provided, that, if such Incremental Term Loans are being incurred to fund a Limited Condition Acquisition, then such certificate shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans dated as of the date of the definitive agreement in respect thereof and this condition shall only be required to be satisfied on such date. The Administrative Agent and the Lenders hereby agree that the borrowing notice, minimum borrowing, LIBOR notice requirements, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. The terms of any increase Incremental Term Loans shall be as set forth in the Revolving Credit Commitments amendment to this Agreement providing for such Incremental Term Loans; provided that (with such reborrowing to consist i) the final maturity date of any Incremental Term Loans shall be no earlier than the Types of Revolving Credit LoansTerm Loan Maturity Date, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the immediately preceding sentence Tranche B Term Loans, (iii) Incremental Term Loans shall not participate on a greater than pro rata basis with the Tranche B Term Loans in any optional or mandatory prepayment hereunder, (iv) the provisions with respect to payment of interest, original issue discount (“OID”) and upfront fees shall be accompanied by payment of all accrued interest on as set forth in the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.amendment providing for such
Appears in 3 contracts
Samples: Credit Agreement (Dole PLC), Credit Agreement (Dole PLC), Credit Agreement (Dole Food Co Inc)
Expansion Option. The Borrower may from time 32.1 By giving written notice to time elect LANDLORD on or before July 1, 2000, TENANT shall have the right to increase expand the Revolving Credit Commitments in minimum increments Leased Premises to include the tenth floor of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long asBuilding which consists of approximately 20,271 square feet of additional rentable area. TENANT's notice exercising this option to-expand shall specify whether the expansion shall be effective on January 1, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that 2001 (i) each Augmenting Lender, shall be subject as to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and entire tenth floor or (ii) only as to approximately 9,000 square feet, with June 1, 2001 being the effective date for the remaining space on the tenth floor. Basic Annual Rent and additional rent for this expansion will commence upon the substantial completion of the tenth floor (xor the substantial completion of the designated portion of the tenth floor if the expansion is occurring in two steps) where substantial completion shall mean that, with the exception of punch-list items, TENANT's buildout shall have been completed in accordance with the case plans referenced below and a certificate of occupancy for the expansion space shall have been issued. TENANT's right to exercise the expansion option shall be ineffective unless the following conditions have been satisfied:
(a) TENANT shall not currently be in default under this Lease; and
(b) TENANT shall have delivered an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially additional $1,000,000.00 Security Deposit in the form of Exhibit G hereto, and (y) in the case cash or a letter of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions credit as set forth in paragraphs Article 7 hereof (a) and (b) of Section 6.2 but upon TENANT's raising an additional $10,000,000.00 in equity financing after the date hereof, the additional Security Deposit shall be satisfied or waived reduced to $500,000.00); and Failure of the TENANT to satisfy all of the above conditions and to exercise the option to expand by July 1, 2000 will extinguish the TENANT's right to exercise the option to expand. In the event that TENANT effectively exercises the option to expand, the terms and conditions of this Lease shall apply to such additional space, TENANT shall receive an additional Buildout Allowance of $30.00 per square foot. Basic Annual Rent for the expansion space shall be at the same cost per square foot as the space on the eleventh floor initially comprising the Leased Premises. Tenant's Tax Share shall be increased appropriately to reflect the square footage of the Leased Premises divided by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer square footage of the Borrower and (B) the Borrower Building, which is currently 202,267 square feet. Tenant's Expense Share shall be in compliance with increased appropriately to reflect the covenant contained in Section 9.3 square footage of the Leased Premises divided by the non-retail square footage of the Building, which is currently 185,995 square feet. TENANT shall deliver to LANDLORD plans for the interior finish and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as other improvements to the organizational power tenth floor, prepared at TENANT's own expense, on or before September 1, 2000.
32.2 If at any time during the term of this Lease after September 1, 2000 contiguous
(i. e. below or adjacent) space becomes available in the Building, LANDLORD shall first offer such space to TENANT subject to the rights of existing tenants of such contiguous space and authority provided that the TENANT has exercised its expansion option and is currently renting the tenth floor of the Borrower Building. If TENANT responds negatively or does not respond within fifteen (15) days of LANDLORD's offer, LANDLORD may offer the space to borrow hereunder after giving effect third parties. If TENANT responds affirmatively within such fifteen (15) day period, LANDLORD and TENANT shall promptly amend this Lease to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, account for the benefit of the other Lenders, as being required in order to cause, after giving effect to additional rental space. The rent for such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower contiguous space shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderPrevailing Market Rent.
Appears in 3 contracts
Samples: Sublease Agreement (Smartbargains, Inc.), Lease Agreement (Color Kinetics Inc), Sublease Agreement (Color Kinetics Inc)
Expansion Option. (a) The Borrower Company may from time to time after the Closing Date elect to increase the U.S. Revolving Credit Commitments, Alternative Currency Revolving Commitments or any Extended Revolving Commitments (“Increased Commitments”), in minimum increments each case in an aggregate principal amount of not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of all such increases does Increased Commitments would not exceed $50,000,00075,000,000. The Borrower Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its U.S. Revolving Credit Commitment, Alternative Currency Revolving Commitments or Extended Revolving Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing U.S. Revolving Credit Commitment, Alternative Currency Revolving Commitments or Extended Revolving Commitment, or extend U.S. Revolving Commitments, Alternative Currency Revolving Commitments or provide new Extended Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, Lender and each Increasing Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld or delayed). Without the consent of any Lenders other than the relevant Increasing Lenders or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate Company, to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder2.19.
Appears in 2 contracts
Samples: Credit Agreement (Dole PLC), Credit Agreement (Dole PLC)
Expansion Option. The Prior to the twelve (12) months immediately preceding the Scheduled Maturity Date, Sponsor may request an increase to the Sponsor Borrower Loan which request shall be approved by Lender in its sole discretion. Sponsor may from time request any increase to time elect the Sponsor Borrower Loan as described below, up to increase the Revolving Credit Commitments in minimum increments a maximum of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; 300,000,000 provided that (i) each Augmenting Lenderno Potential Default, Event of Default, Affiliate Borrower Default or Potential Affiliate Borrower Default shall have occurred and be subject to the approval continuing under any of the Borrower, each Letter of Credit Issuer Loan Documents or Affiliate Borrower Loan Documents and shall have occurred and then be continuing at the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness time of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the representations and warranties of Section 7 are true and correct at the time of such increase. Sponsor may exercise such request by delivering to Lender 60 days prior written Notice of its request to increase the Sponsor Borrower Loan including the amount of such requested increase, which Notice shall be accompanied by the Expansion Fee. If the request to increase the Sponsor Borrower is approved by Lender in its sole discretion, then, (a) Sponsor shall pay all reasonable costs and expenses that Lender and Servicer may incur in connection with such increase including, but not limited to, Attorneys’ Fees and Costs, and (b) Sponsor and Borrower shall be deemed execute and where appropriate acknowledge (1) amendments to have repaid the Loan Documents, in form and reborrowed all outstanding Revolving Credit Loans substance acceptable to Lender in its sole discretion, as of Lender deems necessary in its sole discretion to evidence the date of any increase in the Revolving Credit Commitments Sponsor Borrower Loan, and (with such reborrowing 2) any other amendments or agreements deemed necessary by Lender in its sole discretion, including, but not limited to, amendments to consist the title insurance policy(ies) increasing the amount of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified coverage provided thereunder. All amendments referred to in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (iib)(1) of the immediately preceding sentence shall be accompanied prepared by payment Lender’s counsel and delivered to Sponsor and Borrower within a reasonable period of time following Lender’s approval of the increase to the Sponsor Borrower Loan. Upon Lender’s approval, in its sole discretion, of the increase to the Sponsor Borrower Loan, and Sponsor’s and Borrower’s compliance with all accrued interest on of the provisions set forth herein, the Sponsor Borrower Loan shall be increased to the amount prepaid and, requested by Sponsor or such lesser amount as approved by Lender in respect of each LIBOR Loan, its sole discretion (the “Expansion Amount”). The minimum amount which can be requested herein by Sponsor pursuant to this Section shall be subject to indemnification by the Borrower pursuant $25,000,000 (“Minimum Requested Expansion Amount”). Subject to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in 2.4.1 and this Section 2.15 2.4.3, in no event shall constitutethe number of requested increases by Sponsor exceed 2 within any 12 month period, or otherwise and if a requested increase to the Sponsor Borrower Loan is not approved by Lender, then the Sponsor shall not be deemed entitled to be, a commitment on request any further increases to the part of any Lender to increase its Revolving Credit Commitment hereunderSponsor Borrower Loan.
Appears in 2 contracts
Samples: Credit Agreement (Preferred Apartment Communities Inc), Credit Agreement (Preferred Apartment Communities Inc)
Expansion Option. The Borrower may from If no event of Default is then continuing at the time to time elect to increase of exercise, during the Revolving Credit Commitments in minimum increments of $25,000,000 period commencing on the Effective date and ending on July 1, 2020 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing LenderReservation Period”), by written notice (“Election Notice”) from Tenant to Landlord provided on or before the expiration of the Reservation Period, time being of the essence, Tenant will have the non-exclusive option to lease all or a portion of 1 floor of space consisting of approximately 71,314 RSF on the 2—5th floors of Building 2 or 4 (“Reservation Space”) as designated by one or more new banksLandlord, financial institutions or other entities (each such new bankunder the rental rate terms, financial institution or other entityrental abatement terms, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, and tenant improvement terms as the case may be; provided that (i) each Augmenting Lender, shall be subject set forth in this Lease with respect to the approval Premises originally leased hereunder (with the Term pro-rated to reflect the amount of the Borrowerremaining Term, each Letter of Credit Issuer and excluding any Renewal Term from such proration). If Tenant elects to lease the Administrative Agent and (ii) (x) in Reservation Space from Landlord during the case of an Increasing LenderReservation Period, all the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G heretoobligations, terms, and (y) in conditions under this Lease will also apply to the case Reservation Space, e.g., amount of an Augmenting LenderFixed Rent per RSF then-current as of the commencement date for the Reservation Space, the Borrower and such Augmenting Lender execute an agreement substantially in the form except that as of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by which is the Borrowerearlier to occur of (a) the day upon which Tenant commences business in any portion of the Reservation Space, (b) the Administrative Agent and Completion Date for the relevant Increasing Lenders or Augmenting Lenders, and Reservation Space that is anticipated to occur 18 months from Landlord’s receipt of the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments Reservation Space (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless“Reservation Space Commencement Dat”), (i) on the proposed date Reservation Space will be deemed part of the effectiveness of such increasePremises, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Tenant’s Share as to the organizational power and authority provided in Section 4.1(I) of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loansthis Lease will be adjusted, and (iiiii) Landlord’s Contribution with respect to the Borrower shall Reservation Space will be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as the product of $35.00 per RSF of the date of any increase in the Revolving Credit Commitments (with Reservation Space. Landlord and Tenant will enter into a written amendment to this Lease incorporating such reborrowing to consist revisions, within 10 days after Landlord’s receipt of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderElection Notice.
Appears in 2 contracts
Samples: Lease Agreement (iCIMS Holding LLC), Lease Agreement (iCIMS Holding LLC)
Expansion Option. The Borrower Borrowers may from time to time (other than during the Covenant Relief Period) elect to increase (an “Incremental Increase”) the Revolving Credit total Dollar Tranche Commitments or the total Multicurrency Tranche Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans (other than the Incremental US Term Loans) plus the aggregate principal amount of all Incremental Equivalent Debt incurred on or prior to such date does not exceed $50,000,000the Incremental Amount then in effect. The Borrower Borrowers may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entityentity that constitutes a Qualifying Bank, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree other than an Ineligible Institution, to increase their existing Revolving Credit Commitments, or provide new to participate in such Incremental Term Loans, or extend Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the BorrowerCompany, each Letter the Administrative Agent, the Issuing Banks (in the case of Credit Issuer an increase in the Revolving Commitments) and the Administrative Agent Swingline Lender (in the case of an increase in the Revolving Commitments), (ii) no Augmenting Lender shall be the Company or any Subsidiary or Affiliate of the Company and (iiiii) (x) in the case of an Increasing Lender, the applicable Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the applicable Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the applicable Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower Company; provided, however that in the case of any Incremental Increase the proceeds of which are to be used to finance a substantially concurrent Permitted Acquisition that is not conditioned upon the availability of, or obtaining, third-party financing (any such Permitted Acquisition being a “Limited Conditionality Acquisition”), to the extent agreed by the Lenders providing such Incremental Increase, (1) the representations and warranties the accuracy of which are a condition to the availability of such Incremental Increase shall be limited to customary “SunGuard” or other applicable “certain funds” conditionality provisions and (2) the condition to availability of such Incremental Increase requiring that no Default or Event of Default shall have occurred and be continuing shall be limited to (I) at the time of the execution and delivery of the definitive agreement for such Limited Conditionality Acquisition no Event of Default shall have occurred and be continuing or shall occur as a result thereof and (II) no Event of Default under clauses (a) or (f) of Article VII shall exist immediately prior to or after giving effect to such Incremental Increase (which Event of Default under this clause (II), for the avoidance of doubt, cannot be waived without the written consent of the Required Lenders); and (B) the Borrower Company shall be in compliance (on a Pro Forma Basis) with the covenant covenants contained in Section 9.3 6.18; provided that in the case of any Incremental Increase the proceeds of which are to be used to finance a Limited Conditionality Acquisition, to the extent agreed by the Lenders providing such Incremental Increase, there shall be no condition to the availability of the Incremental Increase related to the financial covenants contained in Section 6.18 (other than, to the extent applicable, the incurrence test with respect thereto contained in the definition of Incremental Amount); and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Original Effective Date as to the organizational power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments of any Class or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other LendersLenders of such Class, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of such Class of all the Lenders to equal its Revolving Credit Commitment Dollar Tranche Percentage or Multicurrency Tranche Percentage, as applicable, of such outstanding Revolving Credit Loans, and (ii) except in the Borrower case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans of such Class as of the date of any increase in the Revolving Credit Commitments of such Class (with such reborrowing to consist of the Types of Revolving Credit LoansLoans of such Class, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or the Company on behalf of the applicable Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan and BA Equivalent Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Revolving Commitments or Incremental Term Loans pursuant to this Section 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. For the avoidance of doubt, in no event shall this Section 2.20 be available to the Borrowers during the Covenant Relief Period.
Appears in 2 contracts
Samples: Credit Agreement (LKQ Corp), Credit Agreement (LKQ Corp)
Expansion Option. The Borrower may from time Section 33.1 Subject to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long asterms and provisions hereof, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; and provided that (i) each Augmenting Lenderthis Lease is then in full force and effect, (ii) no uncured monetary Event of Default then exists hereunder and provided that there are no outstanding mechanic’s lien, financing statement or other lien, charge or order in existence filed against Landlord, or against ail or any portion of the Premises, the Building or the Real Property due to any act or omission of Tenant or any Tenant Party, that has not been actually released and discharged of record or bonded or insured over to the reasonable satisfaction of Landlord, and (iii) Tenant is in actual physical occupancy of at least 75% of the Premises, Tenant is hereby granted the one-time option (the “Expansion Option”) to lease 14,480 Rentable Square Feet as an entirety on the third floor of the Building as shown on Exhibit G annexed hereto (the “Expansion Space”), which space constitutes a portion of the space currently leased by Landlord to Bankers Life and Casualty Company (“Bankers”). Landlord represents to Tenant that Bankers’ lease with respect to the Expansion Space expires on November 30, 2013 and Bankers does not have the right or option to renew or extend the term of its lease as to the Expansion Space. The Expansion Option shall be exercisable by Tenant’s giving irrevocable written notice to Landlord (the “Expansion Notice”) of Tenant’s election so to do on or before January 1, 2013. Anything contained in this ARTICLE 33 to the contrary notwithstanding, Tenant shall not have the right to exercise the Expansion Option, and the Expansion Option shall be deemed to have been irrevocably waived, unless Tenant shall have exercised the Renewal Option prior to or simultaneously with Tenant’s exercise of the Expansion Option.
Section 33.2 Landlord shall lease the Expansion Space to Tenant on all of the same terms, covenants and conditions as set forth in this Lease except: (i) Fixed Rent for the Expansion Space shall be equal to then escalated per Rentable Square Foot Fixed Rent for the Premises in effect as of the date (the “Expansion Space Inclusion Date”) on which Landlord delivers vacant possession of the Expansion Space to Tenant, which Fixed Rent shall be subject to the approval of the Borrowersame $.50 per Rentable Square Foot escalation on April 1, each Letter of Credit Issuer 2014, April 1, 2015, April 1, 2016 and the Administrative Agent and April 1, 2017; (ii) Tenant shall not be entitled to any Rent Credit, free rent or rent abatement for the Expansion Space; (iii) Tenant’s obligation to pay Rent for the Expansion Space shall commence on the date on which Landlord delivers vacant possession of the Expansion Space to Tenant; (iv) the term of this Lease in respect of the Expansion Space (x) in shall commence on the case date on which Landlord delivers vacant possession of an Increasing Lenderthe Expansion Space to Tenant (it being understood and agreed that Landlord shall have no liability to Tenant by reason of Landlord’s inability to deliver vacant possession of the Expansion Space to Tenant by reason of the holding over of the existing tenant, subtenant(s) or occupant(s) of the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G heretoExpansion Space or any other reason), and (y) shall expire on April 5, 2017; (v) Landlord shall have no obligation to perform any Landlord’s Work or other-Landlord’s work or preparatory work in or to the Expansion Space or the Building in connection with Tenant’s lease of the Expansion Space; (vi) as Landlord’s sole Landlord’s Contribution or work contribution in respect of the Expansion Space, Landlord shall provide Tenant with a Landlord Contribution for the Expansion Space (“Landlord’s Expansion Space Contribution”) equal to the product of (A) $506,800.00, multiplied by (B) a fraction, the numerator of which shall be the number of months (including partial months) in the case term of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in lease of the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting LendersExpansion Space, and the Administrative Agent denominator of which shall notify each Lender thereofbe 60, but in no event shall Landlord’s Expansion Space Contribution exceed the cost of Tenant’s Initial Alterations in the Expansion Space and the provisions of this Lease shall be applicable to Tenant’s requisition of and the conditions for Landlord’s payment of Landlord’s Contribution for the Expansion Space; (vii) Tenant’s Proportionate Share shall increase to reflect the addition of the Expansion Space to the Premises; and (viii) Tenant shall not be required to deliver to Landlord a security deposit in connection with Tenant’s lease of the Expansion Space. Notwithstanding anything to the foregoingcontrary contained in this Article 33, no increase if the Expansion Space Inclusion Date shall not occur on or before February 1, 2014, because of the holding over of the existing tenant, subtenant(s) or occupant(s) of the Expansion Space or for any other reason (excluding the intentional acts or omissions of Landlord or the fault of Tenant or due to Tenant or anyone on account of Tenant being in possession of the Revolving Credit Commitments Expansion Space or any portion thereof), then, Tenant shall have the right, as Tenant’s sole and exclusive remedies hereunder, by written notice given to Landlord after February 1, 2014, but on or before February 15, 2014 to either (or in time being of the Revolving Credit Commitment of any Lenderessence as to the date by which Tenant must exercise either such remedy) shall become effective under this paragraph unless, (i) on substitute the proposed “February 1, 2014” date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by above with the Required Lenders date “April 1, 2014” and the Administrative Agent shall have received a certificate to that effect dated such “February 15, 2014” date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant date “April 15, 2014” and Tenant shall again have the same rights contained in Section 9.3 and subparagraph (ii) the Administrative Agent shall have received documents below as its sole and opinions consistent exclusive remedy with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect respect to such increase. On the effective date of any increase in the Revolving Credit Commitmentslater dates, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and or (ii) elect to rescind the Borrower exercise of its option to lease the Expansion Space by written notice given to Landlord after February 1, 2014, but on or before February 28, 2014, provided that if the Expansion Space Inclusion Date shall occur after February 1, 2014, but prior to the date upon which Tenant shall have given written notice of its election under this subdivision (ii) to rescind the exercise of its option to lease the Expansion Space as aforesaid, then Tenant shall have waived and relinquished its right to rescind the exercise of its option to lease the Expansion Space under this subdivision (ii) and the exercise of its option to lease the Expansion Space shall remain in full force and effect on all of its terms.
Section 33.3 If Tenant timely gives Landlord the Expansion Notice, then Landlord and Tenant shall promptly execute an amendment to this Lease to reflect the demise of the Expansion Space to Tenant, but the failure to do so shall not impair, affect or reduce the parties’ obligations with respect to the lease of such Expansion Space.
Section 33.4 If Tenant does not timely give Landlord the Expansion Notice, then Tenant shall be deemed to have repaid elected not to lease the Expansion Space, Tenant’s right to lease the Expansion Space shall automatically terminate and reborrowed Tenant will have no further right or option to lease the Expansion Space under this ARTICLE 33 or otherwise.
Section 33.5 Notwithstanding the foregoing, Tenant shall not have the right to exercise its option to lease the Expansion Space, and Landlord shall not be required to lease the Expansion Space to Tenant if a monetary Event of Default shall exist at the time the Expansion Notice is given by Tenant or on November 30, 2013, or if there are any outstanding mechanic’s liens, financing statements or other lien, charge or order in existence filed against Landlord, or against all outstanding Revolving Credit Loans as or any portion of the date Premises, the Building or the Real Property due to any act or omission of Tenant or any Tenant Party, that has not been actually released and discharged of record or bonded or insured over to the reasonable satisfaction of Landlord at the time the Expansion Notice is given by Tenant or on November 30, 2013. In the event of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loansforegoing shall occur, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of it shall serve to automatically terminate Tenant’s rights under this ARTICLE 33.
Section 2.9). 33.6 The deemed payments made rights conferred upon Tenant pursuant to clause this ARTICLE 33 are personal to Tenant and are not assignable or transferable to any assignee or sublease (iiregardless of whether any such assignment or sublease was made with or without Landlord’s consent) or other party.
Section 33.7 Time is of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in essence with respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the dates, terms and provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderARTICLE 33.
Appears in 2 contracts
Samples: Lease Agreement (Groupon, Inc.), Lease Agreement (Groupon, Inc.)
Expansion Option. (a) The Borrower Representative may from time to time elect time, upon three Business Days’ notice (or such shorter period as the Administrative Agent accepts in its sole discretion) to the Administrative Agent (or such lesser notice as agreed to by the Administrative Agent), add one or more additional tranches of incremental term facilities and/or increase the Revolving Credit Commitments principal amount of the Term Loans of any existing class by requesting new term loan commitments to provide such Term Loans (any such new tranche or increase, an “Incremental Facility” and any loans made pursuant to an Incremental Facility, “Incremental Term Loans”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000, so long as, after giving effect thereto, the aggregate amount of all such increases Incremental Term Loans does not exceed $50,000,000the Incremental Cap. The Borrower Representative may arrange for any such increase tranche or increase, as the case may be, to be provided by one or more Lenders (each Lender so agreeing to an increase participate in its Revolving Credit Commitmentsuch Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower Representative and the Administrative Agent (such approvals not to be unreasonably withheld or delayed) and (ii) (x) in the case of an Increasing Lender, the Borrower Representative and such Increasing Lender shall execute an agreement substantially in the form of Exhibit G B hereto, and (y) in the case of an Augmenting Lender, the Borrower Representative and such Augmenting Lender shall execute an agreement substantially in the form of Exhibit H C hereto. No consent of any Lender (other than the Lenders participating in the increasesuch Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments Incremental Term Loan pursuant to this Section 2.152.22. Increases and new Revolving Credit Commitments Incremental Term Loans created pursuant to this Section 2.15 2.22 shall become effective on the date agreed by the BorrowerBorrower Representative, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Chefs' Warehouse, Inc.), Credit Agreement (Chefs' Warehouse, Inc.)
Expansion Option. The Borrower may from time to time elect to increase request that the Revolving Credit Commitments be increased in a minimum increments amount of $25,000,000 10,000,000 (or such lesser amount as unless otherwise agreed by the Administrative Agent may agreeAgent) so long as, after giving effect theretothereto and taking into account any prior increase or increases to the Commitments effected pursuant to this Section 2.23, the aggregate amount of such increases does Commitments do not exceed $50,000,000550,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities acceptable to the Administrative Agent (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide extend new Revolving Credit Commitments, as the case may be; , provided that (i) each Augmenting Lender, Lender shall be subject reasonably acceptable to the approval of the BorrowerAdministrative Agent, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower Borrower, the Administrative Agent and such Increasing Lender shall execute an agreement substantially in the form of Exhibit G D hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrower, the Administrative Agent and such Augmenting Lender shall execute an agreement substantially in the form of Exhibit H E hereto. No consent of , and (iii) any Lender (other than the Lenders participating approached to so increase its Commitment may elect or decline, in the its sole discretion, to provide any such increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases in Commitments and new Revolving Credit Commitments created pursuant to this Section 2.15 2.23 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the . The Administrative Agent shall notify the Borrower and each Lender thereofof the effective date of any increase in the Commitments. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) ), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) each paragraph of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and Borrower, (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increaseincrease and (iii) the Administrative Agent shall have received written opinions addressed to the Administrative Agent and the Lenders and dated the effective date of such increase of counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of each Class of outstanding Loans is equivalent to such outstanding Revolving Credit Loans, Lender’s Applicable Percentage the Commitments and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, Borrower in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, BA Loan and BA Equivalent Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.17 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Biovail Corp International), Credit Agreement (Biovail Corp International)
Expansion Option. The Borrower may from time (a) If, at anytime during the Term, any space on the fourth floor of the Building contiguous to time elect to increase the Revolving Credit Commitments in minimum increments Premises which is leased as of $25,000,000 the date of this Lease becomes available for lease (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing LenderExpansion Space”), or by one or more new banks, financial institutions or other entities Landlord agrees to deliver to Tenant a notice setting forth the terms upon which Landlord would lease the Expansion Space to a third party tenant (each the “Offer Notice”) and an offer to Tenant to lease such new bank, financial institution or other entity, an Expansion Space on such terms (the “Augmenting LenderExpansion Space Option”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or . The Offer Notice shall provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lenderthe rent for the Expansion Space, which if the Offer Notice is given prior to the second (2nd) anniversary of this Lease, shall be subject to calculated on the approval of same Basic Rent and Additional Rent terms as provided in this Lease, or, if given after the Borrowersecond (2nd) anniversary, each Letter of Credit Issuer shall be the Fair Market Rental Value as determined by Landlord (but in no event less than the Basic Rent (on a per rentable square foot basis) and Additional Rent then currently paid by Tenant for the Administrative Agent and (iiPremises) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans“Expansion Space Rent”), and (ii) that the Borrower term of the lease for the Expansion Space shall expire contemporaneously with the expiration of the lease term provided herein (as same may be extended as hereinafter provided). The obligation of Landlord to deliver an Offer Notice pursuant to this Section 32.1 is subject to the rights of any other tenant in the Building that has a lease as of the date hereof to such Expansion Space or to any other tenant then occupying the Expansion Space.
(b) If Tenant wishes to exercise the Expansion Space Option, Tenant shall provide written notice to Landlord of its exercise of such right within ten (10) days after receipt of the Offer Notice. Thereafter, Tenant shall enter into an amendment to this Lease reasonably acceptable to both parties (the “Lease Amendment”) within thirty (30) days after receipt of the Offer Notice. If Tenant fails to timely enter into the Lease Amendment, Tenant shall be deemed to have repaid waived its Expansion Space Option.
(c) Landlord shall only be obligated to deliver to Tenant an Offer Notice for any Expansion Space once for any particular space on the fourth (4th) floor contiguous to the Premises.
(d) The delivery of an Offer Notice shall be null and reborrowed all outstanding Revolving Credit Loans as void, and Tenant shall have no rights under this Section 32 if at the time of such delivery: (i) Tenant shall not be in possession of seventy-five percent (75%) of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit LoansPremises, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause or (ii) Tenant shall be in default, beyond applicable notice and cure periods, of any of its obligations under the term of this Lease.
(e) If at the time Tenant exercises its Expansion Space Option, the term of this Lease has less than three (3) years remaining on its lease term, Tenant shall be required to exercise the Extension Option set forth in Section 31 hereof simultaneously with the exercise of the immediately preceding sentence Expansion Option.
(f) Landlord shall only be obligated to deliver to Tenant an Offer Notice for any Expansion Space once in any twelve (12) consecutive month period, notwithstanding the fact that various blocks of Expansion Space may become available for lease at different times throughout such year.
(g) Tenant shall be accompanied by payment of all accrued interest on the amount prepaid andentitled to a tenant improvement allowance, to be distributed in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to a manner consistent with the provisions of Section 2.11 if Schedule D, in an amount equal to the deemed payment occurs other than on product of (i) $32.50 times, (ii) the last day rentable square feet of the related LIBOR Periods. Nothing contained Expansion Space, times (iii) a fraction, the numerator of which is the number of calendar months remaining in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part Term and the denominator of any Lender to increase its Revolving Credit Commitment hereunderwhich is the total number of calendar months in the Term.
Appears in 2 contracts
Samples: Sublease (Roka BioScience, Inc.), Sublease (Roka BioScience, Inc.)
Expansion Option. The Borrower may from time Sublandlord hereby grants to time elect Subtenant, one (1) option to increase expand the Revolving Credit Commitments Subleased Premises (the “Option to Expand”) to include the entire seventh (7th) floor of the Building, consisting of approximately 34,950 RSF (the “Expansion Space”) described in minimum increments Exhibit A-4 attached hereto, but only in strict accordance with the terms and conditions of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000this Section 1(b). The Borrower may arrange for any such increase Option to Expand must be provided exercised by one or more Lenders irrevocable written notice (each Lender so agreeing the “Expansion Option Exercise Notice”) delivered to an increase in its Revolving Credit CommitmentSublandlord no later than January 1, an “Increasing Lender”)2018, or by one or more new bankstime being of the essence, financial institutions or other entities (each such new bankand if not timely exercised will expire and terminate. If Subtenant timely exercises the Option to Expand, financial institution or other entitySubtenant shall sublease from Sublandlord, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender)and Sublandlord shall sublease to Subtenant, which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, commencing as of the case may be; provided that later of (i) each Augmenting LenderJanuary 1, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 2019 and (ii) the Administrative Agent shall have received documents date Sublandlord delivers the Expansion Space free of all tenants, with all base Building systems serving the Expansion Space and opinions consistent with those delivered on for which Sublandlord has maintenance or repair responsibility under the effective date as Master Lease in good working order and broom-clean and ready for occupancy (such date, the “Expansion Date”), the Expansion Space, and from and after the Expansion Date, any references in this Sublease to the organizational power Subleased Premises shall be deemed to include the Expansion Space unless the context clearly requires otherwise. Sublandlord will use reasonable efforts to permit Subtenant and authority its agents to enter the Expansion Space on a non-exclusive basis one (1) week prior to the Expansion Date for the sole purpose of preparing the Expansion Space for Subtenant’s use and occupancy; Subtenant expressly acknowledges that the Expansion Space may have employees, contractors and/or vendors retained by Sublandlord or the prior subtenant of Sublandlord present during any such early access and will coordinate any such access with Sublandlord and will not interfere with any such employees, contractors or vendors in the Expansion Space during such one (1) week early access period. The Base Rent payable for the Expansion Space will be the same rate per RSF that is payable hereunder with respect to the Subleased Premises, inclusive of annual increases in such rate and the Base Year for the Expansion Space shall be the calendar year 2017. There will be no Abatement Period with respect to the Expansion Space. As of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsExpansion Date, (i) each relevant Increasing Lender and Augmenting Lender Subtenant’s Percentage Share (defined in Section 3(b)(6) below) shall make available to the Administrative Agent such amounts be increased as provided in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, Section 3(b)(6) below and (ii) Subtenant’s allocated parking spaces in the Borrower Parking Facility shall be deemed to have repaid increased as provided in Section 20 below. Notwithstanding any other provision of this Sublease or the Master Lease, Sublandlord shall deliver, and reborrowed all outstanding Revolving Credit Loans as of Subtenant shall accept, the date of any increase Expansion Space in the Revolving Credit Commitments manner described in Section 14.1 below, and Sublandlord shall have no obligation to make any improvements to the Expansion Space, except as expressly provided in this Sublease, provided that Sublandlord will make certain Furniture (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified described in a notice delivered by the Borrower, Section 15 below) available for Subtenant’s use in accordance with the requirements terms of Section 2.915. If Subtenant timely exercises the Option to Expand, Sublandlord shall use commercially reasonable efforts to deliver the Expansion Space to Subtenant on or before January 1, 2019. If Sublandlord is unable to deliver the Expansion Space on or before January 1, 2019, Sublandlord shall have no liability therefor, except that Subtenant shall have no liability to pay any Rent on the Expansion Space until the Expansion Space is delivered to Subtenant. If after Subtenant has delivered its Expansion Option Exercise Notice Sublandlord has not delivered the Expansion Space to Subtenant as of March 1, 2019 (the “Outside Expansion Delivery Date”). The deemed payments made pursuant , Subtenant shall have the right to clause (ii) terminate this Sublease, with respect to the subleasing of the immediately preceding sentence Expansion Space only, by written notice thereof delivered to Sublandlord on or before March 15, 2019; provided that the Outside Expansion Delivery Date will be delayed on a day-for-day basis for each day that Sublandlord’s delivery of the Expansion Space to Subtenant is delayed due to (x) force majeure (inclusive of the holding over by the prior subtenant in the Expansion Space), up to a maximum delay for force majeure of ninety (90) days or (y) the act or omission of Subtenant. If Subtenant timely exercises the Option to Expand, Sublandlord shall prepare and deliver to Subtenant an amendment to this Sublease to reflect the addition of the Expansion Space, the increased Rent, the increase in allocated parking spaces and any other matter reasonably required by the terms of this Sublease. If Subtenant is in Default at the time of Subtenant’s delivery of the Expansion Option Exercise Notice or on the Expansion Date, then the Option to Expand shall, at Sublandlord’s sole discretion, terminate, whereupon no exercise of the Option to Expand shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender force or effect, unless such termination is waived in writing by Sublandlord. Sublandlord has not granted any third party sublease rights (or sublease expansion rights) which are superior to increase its Revolving Credit Commitment hereunderSubtenant’s Option to Expand.
Appears in 2 contracts
Samples: Sublease (Nerdwallet, Inc.), Sublease (Nerdwallet, Inc.)
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000Section 41.1. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided Provided that (i) each Augmenting Lender, this Lease shall be subject to the approval of the Borrower, each Letter of Credit Issuer in full force and the Administrative Agent and effect; (ii) there shall not then be existing an Event of Default under this Lease; (xiii) Tenant and its affiliates shall be in physical occupancy of at least 75% of the rentable area of the Premises; and (iv) Viacom International Inc. (or its successor) has not previously exercised its expansion right on the Expansion Space, Tenant shall have the one-time option (the “Expansion Option”) to lease the Expansion Space in accordance with the provisions of this Article 41. The leasing of the Expansion Space shall be upon all of the terms and conditions contained in this Lease, except as provided herein.
Section 41.2. Landlord represents that the existing lease for the Expansion Space expires on January 31, 2015 and that Landlord shall not extend the term of such lease without Tenant’s consent so long as the Expansion Option is still in effect. Tenant may exercise the Expansion Option by notice to Landlord (the “Expansion Notice”) given on or before December 31, 2013 (time being of the essence with respect to Tenant’s obligation to exercise the Expansion Option by such date). Tenant’s Expansion Notice shall be accompanied by Tenant’s determination of the Fair Market Value of the Expansion Space (“Tenant’s Expansion Determination”), which shall constitute the minimum that Tenant can claim is the Fair Rental Value of the Expansion Space in any arbitration thereof. If Tenant shall timely exercise the Expansion Option in the case manner set forth above, then on the date (the “Expansion Space Commencement Date”) on which Landlord delivers possession of an Increasing Lenderthe Expansion Space to Tenant, vacant, free of occupants and free and clear of any and all rights of any other tenants or occupants of the Building, the Borrower Expansion Space automatically shall be deemed to be and such Increasing Lender execute an agreement substantially shall be added to and form part of the Premises under this Lease except (A) the Fixed Rent for the Expansion Space shall be 100% of the Fair Market Value of the Expansion Space (with no abatement of Fixed Rent), (B) Tenant’s Share for the Expansion Space shall be a fraction, expressed as a percentage, the numerator of which shall be the rentable square footage of the Expansion Space and the denominator of which shall be the rentable square footage of the Building then used by Landlord generally in new leases, (C) Tenant shall accept the form of Exhibit G heretoExpansion Space in “as is” but broom clean condition, and (yD) Landlord shall not be obligated to pay a Tenant Improvement Allowance with respect to the Expansion Space, provided all of the same is taken into account in determining Fair Market Value.
Section 41.3. Within 30 days after receipt of the Expansion Notice and Tenant’s Expansion Determination, Landlord shall deliver to Tenant Landlord’s determination of the Fair Rental Value for the Expansion Space (“Landlord’s Expansion Determination”), if it disagrees with Tenant, which shall constitute the maximum that Landlord can claim is the Fair Rental Value for the Expansion Space in any arbitration thereof. If the parties fail to agree upon the Fair Market Value of the Expansion Space within thirty (30) days after the date of Landlord’s Expansion Determination, then the dispute shall be resolved by arbitration as set forth in Section 40.3, except Tenant’s Expansion Determination shall be substituted for Tenant’s Minimum Determination and Landlord’s Expansion Determination shall be substituted for Landlord’s Maximum Determination. If the dispute shall not have been resolved on or before the Expansion Space Commencement Date, then pending such resolution, Tenant shall pay, as Fixed Rent for the Expansion Space, an amount equal to the average of Landlord’s Expansion Determination and Tenant’s Expansion Determination. Within 30 days after the final determination of Fair Market Value, Landlord and Tenant shall reconcile any overpayment or underpayment.
Section 41.4. If Tenant fails timely to give the Expansion Notice under this Article 41, then (i) Landlord may enter into one or more leases of the Expansion Space (or any portion thereof) with third parties on such terms and conditions as Landlord shall determine, (ii) the Expansion Option shall be null and void and of no further force and effect and Landlord shall have no further obligation to lease the Expansion Space (or any portion thereof) to Tenant and (iii) Tenant shall, as soon as reasonably practicable after demand by Landlord, execute an instrument reasonably satisfactory to Landlord and Tenant confirming Tenant’s waiver of, and extinguishing, the Expansion Option.
Section 41.5. Promptly after the occurrence of the Expansion Space Commencement Date, Landlord and Tenant shall confirm the occurrence thereof and the inclusion of the Expansion Space in the case Premises by executing an instrument reasonably satisfactory to Landlord and Tenant; provided that failure by Landlord or Tenant to execute such instrument shall not affect the inclusion of an Augmenting Lenderthe Expansion Space in the Premises in accordance with this Article 41.
Section 41.6. If Landlord is unable to deliver possession of the Expansion Space to Tenant for any reason on or before the Expansion Space Commencement Date, the Borrower and effective date such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) Expansion Space shall be required for any increase in Revolving Credit Commitments pursuant deemed to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 be part of the Premises shall become effective on be the date agreed by on which Landlord is able to so deliver possession and Landlord shall have no liability to Tenant therefor and this Lease shall not in any way be impaired. If an existing tenant of the BorrowerExpansion Space holds over, Landlord shall commence and prosecute to conclusion an eviction action against such holdover tenant, to obtain possession of such Expansion Space. This Section 41.6 constitutes “an express provision to the Administrative Agent contrary” within the meaning of Section 223-a of the New York Real Property Law and the relevant Increasing Lenders any other law of like import now or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereofhereafter in effect. Notwithstanding the foregoing, no increase if Landlord is unable to deliver possession of the Expansion Space to Tenant within 180 days after the anticipated commencement date for such Expansion Space specified by Landlord after Tenant’s request therefor, Tenant, upon notice to Landlord given within fifteen (15) days after the expiration of such 180 day period (unless the commencement date for the Expansion Space shall have occurred prior to the giving of such notice), may withdraw its Expansion Notice and the Expansion Space shall not become part of the Premises.
Section 41.7. Notwithstanding anything in this Article 41 to the Revolving Credit Commitments contrary, if Landlord anticipates that the Expansion Space shall become vacant and free of the option of Viacom International Inc. (or in its successors) prior to the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unlessscheduled Expansion Space Commencement Date, (i) on then Landlord may accelerate the proposed date Expansion Space Commencement Date by delivering a notice to Tenant advising it of the effectiveness accelerated Expansion Space Commencement Date as well as specifying Landlord’s Expansion Determination for such Expansion Space. In such event, Tenant, if it wishes to exercise such option, shall do so by delivering to Landlord the Expansion Notice within 30 days of Landlord’s notice (time being of the essence with respect to Tenant’s obligation to give Tenant’s Expansion Notice by such increasedate), and otherwise in accordance with this Article 41.
Section 41.8. As a condition of Tenant’s exercise of the Expansion Option, the Term of this Lease shall be extended for a two year period so that the Fixed Expiration Date shall be October 31, 2020, upon all of the terms and conditions of this Lease. The Fixed Rent for such additional two year period (Aas such Fixed Rent shall be increased pursuant to Section 3.5 of this Lease) the conditions is set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.Schedule C.
Appears in 2 contracts
Samples: Lease Agreement (Everyday Health, Inc.), Lease Agreement (Everyday Health, Inc.)
Expansion Option. The Borrower may from time to time elect elect, not more than six (6) times during the term of this Agreement, to increase the Revolving Credit General Partnership Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000100,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, Commitment an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, Commitments or provide extend new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders Lenders, and the Administrative Agent shall have received a certificate to that effect dated as of such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.12 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit General Partnership Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit General Partnership Loans, and (ii) the Borrower Administrative Agent shall be deemed to have repaid and reborrowed reallocate all outstanding Revolving Credit General Partnership Loans as of the date of any increase in the Revolving Credit General Partnership Commitments (with such reborrowing any related borrowings to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments reallocation made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the reallocated amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification compensation by the Borrower pursuant to in accordance with the provisions of Section 2.11 2.16 if the deemed payment reallocation occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Inergy L P), Credit Agreement (Inergy Holdings, L.P.)
Expansion Option. The Borrower may from time to time elect elect, not more than six (6) times during the term of this Agreement, to increase the Revolving Credit General Partnership Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000250,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, Commitment an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, Commitments or provide extend new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders Lenders, and the Administrative Agent shall have received a certificate to that effect dated as of such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.12 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other LendersLenders of such Class, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit General Partnership Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit General Partnership Loans, and (ii) the Borrower Administrative Agent shall be deemed to have repaid and reborrowed reallocate all outstanding Revolving Credit General Partnership Loans as of the date of any increase in the Revolving Credit General Partnership Commitments (with such reborrowing any related borrowings to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments reallocation made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the reallocated amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification compensation by the Borrower pursuant to in accordance with the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.of
Appears in 2 contracts
Samples: Credit Agreement (Inergy Midstream, L.P.), Credit Agreement (Inergy Midstream, L.P.)
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments and/or enter into one or more additional tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate principal amount of such increases and all Incremental Term Loans does not exceed $50,000,000200,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more existing Lenders (each existing Lender so agreeing to provide an increase in its Revolving Credit CommitmentCommitment or to participate in such Incremental Term Loan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent (each such approval not to be unreasonably withheld, conditioned or delayed) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender shall execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender shall execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender or any other Person (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.19. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.this
Appears in 2 contracts
Samples: Credit Agreement (Amtrust Financial Services, Inc.), Credit Agreement
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject Subject to the approval Conditions (hereinafter defined), Subtenant may sublease all (but not less than all) of the BorrowerExpansion Space (defined below). If Subtenant desires to sublease the Expansion Space, each Letter of Credit Issuer then Subtenant must send written notice to Sublandlord and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date all of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall Conditions must be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of such notice. As used herein, the “Conditions” are as follows: (i) Sublandlord has not subleased, licensed or otherwise granted any increase in other entity the Revolving Credit Commitments (with such reborrowing right to consist of occupy or use the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause Second Floor Space; (ii) no default by Subtenant exists; (iii) the Prime Lease is still in effect with respect to the Expansion Space; and (iv) Sublandlord has not received an Offer (defined below) or sent a Termination Notice (defined below). As used herein, the “Expansion Space” means the portion of the immediately preceding sentence Second Floor Space that is not included within the Sublease Space, which portion contains 9,097 rentable square feet of space.
(ii) If Subtenant effectively exercises its option for the Expansion Space, then (a) possession of the Expansion Space shall be accompanied delivered to Tenant in an “AS-IS” condition, and (b) Subtenant and Sublandlord shall execute an amendment to this Sublease documenting that the Expansion Space is part of the Sublease Space and that the size of the Sublease Space shall be increased by payment of all accrued interest the rentable square feet in the Expansion Space. The Expansion Space shall be subleased on the amount prepaid andsame terms and conditions as set forth in this Sublease, including that the Basic Rent for the Expansion Space shall be at the same Monthly Rate per square foot of the Sublease Space as then applicable to the Sublease Space. Subtenant shall have no further right to expand the Sublease Space.
(iii) If Subtenant is unable to exercise its right hereunder (including without limitation because the Conditions are not satisfied), then such right shall lapse, and Sublandlord may lease all or a portion of the Expansion Space to third parties on such terms as Sublandlord may elect. In no event shall Sublandlord be obligated to pay a commission with respect to the Expansion Space leased by Subtenant, and Subtenant shall indemnify Sublandlord against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under Subtenant. Subtenant’s rights under this section shall terminate if (A) this Sublease or Subtenant’s right to possession of the Sublease Space is terminated, (B) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Sublease Space, or (C) Sublandlord determines, in respect its sole but reasonable discretion, that Subtenant’s financial condition or creditworthiness has materially deteriorated since the date of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constituteSublease, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder(D) Sublandlord receives an Offer.
Appears in 2 contracts
Samples: Sublease Agreement, Sublease Agreement (Verrica Pharmaceuticals Inc.)
Expansion Option. (a) Tenant shall have the additional option ("First Expansion Option"), by providing written notice thereof to Landlord (the "First Expansion Election Notice") at any time between April 1. 1996 and October 1, 1996, to include under this Lease an additional 4,000 to 5,000 square feet of Net Rentable Area on the fifteenth (15th) Floor of the Building. The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000additional space to be included under this Lease pursuant to the First Expansion Option shall be identified by Tenant in the First Expansion Election Notice. The Borrower may arrange for any such increase actual space to be included under this Lease pursuant to the First Expansion Option shall be designated by Landlord, provided, however, it shall be internally contiguous and contiguous to the then existing Leased Premises and shall have a reasonable configuration (the "First Expansion Space"). Landlord and Tenant shall then enter into an amendment to this Lease to cover such First Expansion Space on the same terms and provisions then in effect under this Lease, except as otherwise provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided hereunder and except that (i) each Augmenting Lender, the annual Base Rental rate for the First Expansion Space shall be subject adjusted to reflect the approval lesser of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer Prevailing Rental Rate as of the Borrower and date such First Expansion Space will be made available to Tenant or (B) the Borrower shall be annual Base Rental Rate set forth in compliance with the covenant contained in Section 9.3 and this Lease, (ii) Landlord shall not be required to provide (but may do so at its option and with Tenant's consent) any improvement allowance, abatement of Rent, or other incentives, inducements or allowances, (iii) Tenant shall be entitled to one additional (1) unreserved parking permit per 680 square feet of Net Rentable Area leased pursuant to such First Expansion Option, at the Administrative Agent prevailing market rate therefor as of the addition of such First Expansion Space to the Leased Premises, and thereafter adjust in accordance with any such changes to such market charges, (iv) Tenant shall not have the right to assign its expansion rights to any sublessee of the Leased Premises, nor may any such sublessee exercise such expansion rights, and (v) the First Expansion Space will be provided in its then existing condition (on an "as is" basis; provided, however, Landlord shall remove and dispose of any Existing Asbestos located in the First Expansion Space, other than the Existing Asbestos located on the perimeter columns of the First Expansion Space). The First Expansion Space shall be made available to Tenant between October 1, 1996 and February 1, 1997. Tenant's obligation to commence paying Rent on such First Expansion Space shall commence on the earliest to occur of (1) Tenant's occupancy of such First Expansion Space for the purpose of conducting business therefrom, or (2) sixty (60) days following the delivery of such First Expansion Space by Landlord to Tenant. Landlord shall, at Landlord's cost and expense, be required to make any alterations to the First Expansion Space and the Building which are required by law in order to provide such space to Tenant (i.e. corridors, access, etc.)
(b) Tenant shall have received documents the additional option ("Second Expansion Option"), by providing written notice thereof to Landlord (the "Second Expansion Election Notice")at any time between March 1, 1997 and opinions consistent with those delivered September 1, 1997, to include under this Lease an additional 4,000 to 5,000 square feet of Net Rentable Area on the effective date as fifteenth (15th) Floor of the Building. The amount of additional space to be included under this Lease pursuant to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase Second Expansion Option shall be identified by Tenant in the Revolving Credit CommitmentsSecond Expansion Election Notice. The actual space to be included under this Lease pursuant to the Second Expansion Option shall be designated by Landlord, provided, however, it shall be internally contiguous and contiguous to the then existing Leased Premises and shall have a reasonable configuration (the "Second Expansion Space"). Landlord and Tenant shall then enter into an amendment to this Lease to cover such Second Expansion Space on the same terms and provisions then in effect under this Lease, except as otherwise provided hereunder and except that (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, annual Base Rental rate for the benefit Second Expansion Space shall be adjusted to reflect the lesser of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (iiA) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans Prevailing Rental Rate, as of the date such Second Expansion Space will be made available to Tenant or (B) the annual Base Rental Rate set forth in this Lease, (ii) Landlord shall not be required to provide (but may do so at its option and with Tenant's consent) any improvement allowance, abatement of Rent, or other incentives, inducements or allowances, (ii) Tenant shall be entitled to one additional (1) unreserved parking permit per 680 square feet of Net Rentable Area leased pursuant to such Second Expansion Option at the prevailing market rate therefor as of the addition of such Second Expansion Space to the Leased Premises, and thereafter adjust in accordance with any such changes to such market charges, (iii) Tenant shall not have the right to assign its expansion rights to any sublessee of the Leased Premises, nor may any such sublessee exercise such expansion rights, and (iv) the Second Expansion Space will be provided in its then existing condition (on an "as is" basis; provided, however, Landlord shall remove and dispose of any increase Existing Asbestos located in the Revolving Credit Commitments (with such reborrowing to consist Second Expansion Space, other than the Existing Asbestos located on the perimeter columns of the Types Second Expansion Space). The Second Expansion Space shall be made available to Tenant between September 1, 1997 and January 1, 1998. Tenant's obligation to commence paying Rent on such Second Expansion Space shall commence on the earliest to occur of Revolving Credit Loans(1) Tenant's occupancy of such Second Expansion Space for the purpose of conducting business therefrom, with related LIBOR Periods if applicableor (2) sixty (60) days following the delivery of such Second Expansion Space by Landlord to Tenant. Landlord shall, specified at Landlord's cost and expense, be required to make any alterations to the Second Expansion Space and the Building which are required by law in a notice delivered by order to provide such space to Tenant (i.e corridors, access, etc.)
(c) In the Borrowerevent Tenant exercises its right under either the First Expansion Option or the Second Expansion Option, but objects to Landlord's determination of the Prevailing Rental Rate, then the Prevailing Rental Rate shall be determined in accordance with the requirements of procedure set forth in Section 2.9). The deemed payments made pursuant to clause (ii12.02(l) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained this Lease.
(d) Notwithstanding anything in this Section 2.15 10.01 to the contrary, Tenant's First Expansion Option and Second Expansion Option shall constituteterminate if this Lease or Tenant's right to possession of the Leased Premises is terminated, or otherwise be deemed if Tenant fails to betimely exercise the First Expansion Option or the Second Expansion Option; provided, however, Tenant's failure to timely exercise the First Expansion Option shall not result in a commitment on termination of the part of any Lender to increase its Revolving Credit Commitment hereunderSecond Expansion Option."
Appears in 2 contracts
Samples: Lease Agreement (Howell Corp /De/), Lease Agreement (Howell Corp /De/)
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans or increase an existing tranche of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 50,000,000 so long as, after giving effect thereto, the aggregate amount of all such increases and all such Incremental Term Loans does not exceed $50,000,000500,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and each Issuing Bank and Swingline Lender to the extent the consent of the Issuing Bank or the Swingline Lender would be required to effect an assignment under Section 9.04(b), and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G D hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H E hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.22. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.22 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.11 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered pursuant to Section 4.01(c) on the effective date Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Term Benchmark Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.22. Nothing contained in this Section 2.15 2.22 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Revolving Commitments or Incremental Term Loans pursuant to this Section 2.22, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 2 contracts
Samples: Credit Agreement (Paycom Software, Inc.), Credit Agreement (Paycom Software, Inc.)
Expansion Option. The Borrower may from time As long as Subtenant is not in default, beyond any applicable notice and cure period, Subtenant shall have, and Sublandlord hereby grants to time elect to increase Subtenant, a continuous expansion option (the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing LenderExpansion Option”), exercisable by written notice to Sublandlord at any time during the Sublease Term, to sublease the remaining 4th floor of the Building (or by one or more new banksa portion thereof) containing approximately 6,054 rentable square feet for the remainder of the Sublease Term, financial institutions at the same rental rate and upon the same terms and conditions as provided in this Sublease (the “Expansion Space”) to the extent the same is available for sublease and Sublandlord has not entered into any sublease or other entities agreement regarding the occupancy of such space. Additionally, if at any time during the Sublease Term, Sublandlord desires to sublease the Expansion Space or any portion thereof to any third party (each such new bank, financial institution or other entity, an a “Augmenting LenderProspective Subtenant”; provided that no Ineligible Institution may be an Augmenting Lender), which agree Sublandlord shall provide written notice to increase their existing Revolving Credit CommitmentsSubtenant prior to making any offers (or requests for offers) to, or provide new Revolving Credit Commitmentsaccepting any unsolicited offers from, as Prospective Subtenants regarding such Expansion Space, and Subtenant may exercise its Expansion Option by giving written notice to Sublandlord within ten (10) business days after receipt of such notice that Subtenant elects to sublease the case may be; provided that Expansion Space or applicable portion thereof. If Subtenant does not exercise the Expansion Option within such ten (i10) each Augmenting Lenderbusiness day period, then Sublandlord shall be free to offer the applicable portion of the Expansion Space to a Prospective Subtenant; provided, however, that if Sublandlord does not enter a sublease with a Prospective Subtenant within ninety (90) days after providing the original notice to Subtenant, Sublandlord shall again comply with the terms of this Section 17 with respect to such Expansion Space. If Subtenant exercises its Expansion Option, Sublandlord shall deliver the Expansion Space in its “AS IS” condition to Subtenant within thirty (30) days thereafter (subject to Prime Landlord’s consent, to the approval extent such consent is required). Subtenant shall commence paying Sublease Rent with respect to the Expansion Space upon the date the Expansion Space is delivered to Subtenant or such earlier date upon which Subtenant occupies or uses any portion of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereofExpansion Space. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (if Subtenant occupies or in the Revolving Credit Commitment of uses any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all Expansion Space without having first exercised its Expansion Option, Sublandlord, at its option, may deem such use or occupancy by Subtenant to be an election by Subtenant to exercise its Expansion Option and immediately upon written notice from Sublandlord to Subtenant, Subtenant shall commence paying Sublease Rent with respect to the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower Expansion Space. Nothing herein shall be deemed construed to have repaid and reborrowed all outstanding Revolving Credit Loans as permit Subtenant to use or occupy any portion of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant Expansion Space prior to the provisions actual exercise by Subtenant of Section 2.11 if its Expansion Option. Sublandlord and Subtenant acknowledge that the deemed payment occurs other than on Sublease Premises are not separately demised from the last day of Expansion Space. Prior to subleasing the related LIBOR Periods. Nothing contained in this Section 2.15 Expansion Space to a thirty party, Sublandlord agrees to construct demising walls, at its cost, to separate the Sublease Premises from the Expansion Space, provided that Sublandlord shall constitute, or otherwise be deemed have no obligation to be, construct any demising walls unless and until such subleasing to a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderthird party occurs.
Appears in 2 contracts
Samples: Sublease Agreement, Sublease Agreement (Tier Technologies Inc)
Expansion Option. The Subsequent to the Effective Date, the Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,00075,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.12 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
Appears in 2 contracts
Samples: Credit Agreement (Layne Christensen Co), Credit Agreement (Layne Christensen Co)
Expansion Option. (a) The Borrower Borrowers may from time to time (but not more than two times after the Effective Date) elect to increase the Revolving Credit Commitments Floor Plan Commitments, in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,00010,000,000. The Borrower Borrowers may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in any of its Revolving Credit Commitmentthe Floor Plan Commitments, as applicable, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities entities, excluding, in each case, any Ineligible Institution (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit extend such Floor Plan Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Increasing Lender and Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrowers and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower Lender and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers, the Administrative Agent and each such Augmenting Lender and Increasing Lender execute an agreement substantially in the form of Exhibit H heretoa Lender Addition and Acknowledgement Agreement. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit the Floor Plan Commitments pursuant to this Section 2.15. 2.21.
(b) Increases and new Revolving Credit Commitments Floor Plan Commitments, as applicable, created pursuant to this Section 2.15 2.21 shall become effective on the date agreed by the BorrowerBorrowers, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no such increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) Floor Plan Commitments, as applicable, shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated as of such date and executed by an Authorized a Financial Officer of the Borrower Borrowers and (B) the Borrower Borrowers shall be in compliance (on a pro forma basis) with the covenant contained in Section 9.3 6.13(a), and (ii) the Administrative Agent shall have approved such increase and shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase. .
(c) On the effective date of any increase in the Revolving Credit Floor Plan Commitments, as applicable, being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit applicable Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage (as modified by such increase) of such outstanding Revolving Credit Loans, and (ii) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments Floor Plan Commitments, as applicable (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the BorrowerBorrowers, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 2.21 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Floor Plan Commitment hereunder.
Appears in 2 contracts
Samples: Floor Plan First Lien Credit Agreement (Alta Equipment Group Inc.), Floor Plan First Lien Credit Agreement (B. Riley Principal Merger Corp.)
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.21. Increases Increased and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.21 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.14 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase, to the extent requested by the Administrative Agent. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.21. Nothing contained in this Section 2.15 2.21 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
Appears in 2 contracts
Samples: Credit Agreement (National General Holdings Corp.), Credit Agreement (National General Holdings Corp.)
Expansion Option. The Borrower Company may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000300,000,000. The Borrower Company may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (other than an Ineligible Institution) (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, Lender shall be subject to the approval of the BorrowerCompany, each Letter of Credit Issuer JPMorgan and the Administrative Agent and Agent, (ii) no Augmenting Lender shall be an Ineligible Institution and (xiii)(x) in the case of an Increasing Lender, the Borrower Company and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the BorrowerCompany, JPMorgan, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower Company and (B) the Borrower Company shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.13 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the Borrower case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or the Company on behalf of the applicable Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, JPMorgan and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of JPMorgan or the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Commitments or Incremental Term Loans pursuant to this Section 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. SECTION 2.21. [Intentionally Omitted].
Appears in 2 contracts
Samples: Credit Agreement (Worthington Industries Inc), Credit Agreement (Worthington Industries Inc)
Expansion Option. The Borrower Company may from time to time elect to increase the 2023 Revolving Credit Commitments or enter into one or more additional tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases of 2023 Revolving Commitments and all such Incremental Term Loans, together with all Permitted Equivalent Indebtedness incurred pursuant to Section 6.01(v), does not exceed $50,000,000500,000,000. The Borrower Company may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Company and the Administrative Agent (such consent not to be unreasonably withheld or delayed) and (ii) (x) in the case of an Increasing Lender, the Borrower Company and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower Company, provided that if the Company intends to use the proceeds of the new Commitments or Incremental Term Loans for the consummation of a Limited Condition Acquisition, the conditions set forth in Section 4.02 may, to the extent mutually agreed by the Company and the applicable Increasing Lenders or Augmenting Lenders, be limited to, with respect to Section 4.02(a), customary specified or certain funds representations and, with respect to Section 4.02(b), the absence of an Event of Default under Sections 8.01(a), (h) and (i), and (B) the Borrower Company shall be in compliance (on a Pro Forma Basis) with the covenant contained in Section 9.3 6.08 and (ii) the Administrative Agent shall have received documents and opinions (including legal opinions) consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding 2023 Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment 2023 Applicable Percentage of such outstanding 2023 Revolving Credit Loans, and (ii) except in the Borrower case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding 2023 Revolving Credit Loans as of the date of any increase in the 2023 Revolving Credit Commitments (with such reborrowing to consist of the Types of 2023 Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or the Company on behalf of the applicable Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, unless waived by any applicable Lender in its reasonable discretion, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment (and if applicable, security) with the Loans under the existing Revolving Facility and the Term Loan Facility, (b) shall not mature earlier than the latest Maturity Date in effect on the date of incurrence of such Incremental Term Loans (but may have amortization prior to such date) and, (c) may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Term Loans in any mandatory prepayment hereunder and (d) shall constitute a separate Class and shall be treated substantially the same as (and in any event no more favorably than) the Loans under the existing Revolving Facility and the Term Loan Facility; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the latest Maturity Date in effect on the date of incurrence of such Incremental Term Loans may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the latest Maturity Date in effect on the date of incurrence of such Incremental Term Loans and (ii) the Incremental Term Loans may be priced differently than the Loans under the existing Revolving Facility and Term Loan Facility. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20 (including, without limitation, to provide that Section 2.27 may apply to such Incremental Term Loans). Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
Appears in 2 contracts
Samples: Credit Agreement (Capri Holdings LTD), Credit Agreement (Capri Holdings LTD)
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case a minimum increments amount of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 and any integral of $5,000,000 in excess thereof, so long as, after giving effect thereto, the aggregate amount of such increases Incremental Term Loans does not exceed $50,000,0000. The Borrower may arrange for any such increase tranche to be provided by one or more Lenders (each Lender so agreeing to an increase participate in its Revolving Credit Commitmentsuch Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may beparticipate in such Incremental Term Loans; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent Agent, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G B hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H C hereto. No consent of any Lender (other than the Lenders participating in the increaseany Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment tranche of any Lender) Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseIncremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.02 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increaseIncremental Term Loans. On The Incremental Term Loans (a) shall rank pari passu in right of payment with the effective date of Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any increase in event no more favorably than) the Revolving Credit Commitments, Loans; provided that (i) each relevant Increasing Lender the terms and Augmenting Lender shall make available conditions applicable to any tranche of Incremental Term Loans maturing after the Administrative Agent such amounts in immediately available funds as Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, Maturity Date and (ii) the Borrower shall Incremental Term Loans may be deemed priced differently than the Loans. Incremental Term Loans may be made hereunder pursuant to have repaid and reborrowed all outstanding Revolving Credit Loans an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as of appropriate, the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loansother Loan Documents, with related LIBOR Periods if applicable, specified in a notice delivered executed by the Borrower, each Increasing Lender participating in accordance with such tranche, each Augmenting Lender participating in such tranche, if any, and the requirements of Section 2.9)Administrative Agent. The deemed payments made pursuant Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to clause (ii) this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid andAdministrative Agent, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to effect the provisions of this Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase provide Incremental Term Loans, at any time. In connection with any Incremental Term Loans pursuant to this Section 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its Revolving Credit Commitment hereundername, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 2 contracts
Samples: Credit Agreement (Northwest Natural Gas Co), Credit Agreement (Northwest Natural Gas Co)
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 10,000,000 (or such lesser amount as the Administrative Agent may agreeand in integral multiples of $5,000,000 in excess thereof) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000250,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, Commitments or provide new Revolving Credit extend Commitments, as the case may be; provided that (i) each Augmenting Lender, Lender shall be subject to the approval of the BorrowerAdministrative Agent, each Letter to the extent the approval of Credit Issuer and the Administrative Agent would be required to effect an assignment to such Augmenting Lender under Section 9.04(b), (ii) no Ineligible Institution may be an Augmenting Lender and (iiiii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G heretoB hereto (an “Increasing Lender Supplement”), and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H heretoC hereto (an “Augmenting Lender Supplement”). No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 there shall be satisfied or waived by the Required Lenders no Event of Default that has occurred and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 is continuing and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderhereunder at any time.
Appears in 2 contracts
Samples: Credit Agreement (Eagle Materials Inc), Credit Agreement (Eagle Materials Inc)
Expansion Option. The Borrower may from (a) If, at any time during the Term, any space becomes available in the Building and if another tenant of the Building has not exercised a superior right to time elect to increase the Revolving Credit Commitments lease such space, Landlord shall so notify Tenant in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long aswriting and, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender)Tenant is not in default hereunder, which agree Tenant shall have the right, exercisable upon written notice give to increase their existing Revolving Credit CommitmentsLandlord within 15 days after receipt of Landlord's notice, or provide new Revolving Credit Commitmentsto lease such additional space (the "Expansion Space") upon all the terms and conditions contained herein, as the case may be; provided except that (i) each Augmenting Lender, Base Rent for the Expansion Space shall be subject to the approval fair rental value of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans Expansion Space as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause Landlord's notice; and (ii) Tenant's Proportionate Share shall be increased, based upon the ratio of the immediately preceding sentence rentable square footage of the Expansion Space to the rentable square footage of the Building. Landlord's notice shall include a statement of Landlord's reasonable estimate of the fair rental value of the Expansion space. If the parties have not agreed upon the fair rental value of the Expansion Space at the time Tenant exercises its option to lease same, such value shall be accompanied determined by payment arbitration, as provided in Section 30 hereof.
(b) If Tenant fails to exercise its option to lease the Expansion Space within the 15-day period as set forth above, Landlord shall be free to lease the Expansion Space to any party upon any terms and conditions Landlord shall determine, from time to time during the Term, without any further obligation to Tenant under the Section. Subsequent to Tenant's failure to exercise its option, Tenant shall, within ten days after demand thereof by Landlord, confirm in writing that Tenant has declined to exercise such right.
(c) Tenant shall have no right to exercise its option to lease the Expansion Space, and any attempted exercise shall be void and of all accrued interest on no effect, if: (i) the amount prepaid andnamed Tenant has assigned this Lease or has at any time subleased, in respect the aggregate, more than 50% of each LIBOR Loanthe Premises to a party other than one controlling, controlled by or under common control with Tenant; or (ii) Tenant shall be subject to indemnification by in default hereunder and such default shall not have been cured at the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day time of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constituteattempted exercise or, or otherwise be deemed to beif such default occurs after Tenant's attempted exercise of the option, a commitment on at the part time of any Lender to increase its Revolving Credit Commitment hereunderthe proposed commencement of the lease of the Expansion Space.
Appears in 2 contracts
Samples: Gross Lease (Open Solutions Inc), Gross Lease (Open Solutions Inc)
Expansion Option. The Borrower may from time 12.1 Subject to time elect to increase the Revolving Credit Commitments then existing renewal or expansion option of other tenants located in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long asBuilding, after giving effect theretoincluding without limitation, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit CommitmentMassachusetts Dental Society, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; and provided that no Ineligible Institution may be an Augmenting Lender)Tenant is not in default of the Lease beyond notice and applicable cure periods and that Tenant or its permitted assignee in Section 10.4 above is occupying all of the Premises and that the financial conditions of Tenant is as good as of the Term Commencement Date , throughout the Term, Landlord shall, prior to offering the same to any other party , first offer to lease to Tenant any space located on the first floor of the Building which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject is contiguous to the approval of Premises (the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x"RFO Space") in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and AS IS condition. Landlord's notice (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increaseLandlord's Notice) shall be required for any increase in Revolving Credit Commitments pursuant writing and shall set forth Landlord's designation of the Fair Market Rental Value, as defined in Article 11 above applicable to such RFO Space , the specified commencement date in respect of such RFO Space and the precise location and dimension of the RFO Space. Tenant shall have the right, exercisable upon written notice ("Tenant's Exercise Notice") given to Landlord within twenty (20) days after receipt of Landlord's Notice to lease the RFO Space. Upon the timely giving of such notice, Landlord shall lease to Tenant and Tenant shall lease from Landlord the RFO Space upon all of the terms and conditions as set forth in this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 Lease except: The Rent Commencement Date in respect of the RFO Space shall become effective on be the later of (a) the Specified Commencement Date in respect of the RFO Space as set forth in Landlord's Notice or (b) the date agreed by the Borrowerthat Landlord delivers such RFO Space to Tenant, the Administrative Agent free of all tenants, occupants and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed their property.. The termination date of the effectiveness RFO Space shall be the termination date of the Lease. Landlord shall not provide to Tenant any allowances (e.g moving allowance, construction allowance, of the like) or other tenant inducements. The Annual Fixed Rental rate shall be the Fair Market Rental Rate, as defined in Article 11. If Tenant elects to lease the RFO Space, Landlord and Tenant shall execute an amendment to the Lease, effective as of the RFO Space Rent Commencement Date which amendment shall reflect the addition of the RFO Premises, the Annual Fixed Rent payable in respect of such increaseRFO Premises, Operating Costs and Tax Base for the RFO Premises. Time is of the essence to the exercise of all rights set forth herein. Tenant's rights under this Article shall terminate if (Aa) this Lease or Tenant's right to possession of the Premises are terminated or (b) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises, other than permitted assignees under Section 10.4. If Tenant does not elect to lease the RFO Space, Landlord shall be free to lease the RFO Space to any other party provided, however, the terms and conditions of any such lease shall be no more favorable than those set forth in paragraphs (a) and (b) of Section 6.2 Landlord's Notice. If Landlord fails to consummate such a lease with such prospective tenant, Tenant shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed continue to have repaid and reborrowed all outstanding Revolving Credit Loans as the right of first offer with respect thereto during the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderTerm.
Appears in 2 contracts
Samples: Lease (Viryanet LTD), Lease (Viryanet LTD)
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000100,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent (such approval of the Administrative Agent not to be unreasonably withheld or delayed) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G B hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H C hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Any Lender that does not respond to any such requested increase or tranche of Incremental Term Loan shall be deemed to have not consented thereto. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.05 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender (which election shall be in such Lender’s absolute and sole discretion) to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Maxim Integrated Products Inc)
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that If (i) each Augmenting Lenderno event of default in respect of Tenant, shall be subject to the approval of the Borroweras defined in Section 12.01, each Letter of Credit Issuer has occurred and the Administrative Agent and is continuing, (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G heretoTenant has exercised its first Extension Option, and (yiii) space is available for lease in the case Building (Tenant expressly acknowledging that all rights of an Augmenting LenderTenant to expand the Premises are subject and subordinate to the prior expansion rights of McGuireWoods, LLP and Xxxxxxxxx & Company LLC, and their successors or assigns), Tenant shall have the Borrower and such Augmenting Lender execute an agreement substantially right (the “Expansion Option”) to expand the Premises by adding thereto up to 8,000 rentable square feet of space (subject to adjustment to the extent permitted below) located in the form Building (location to be determined by Landlord based on location of Exhibit H heretoavailable of space) (the “Expansion Space”). No consent Upon written request by Tenant (which request must be made not more than twelve (12) months nor less than six (6) months prior to the commencement date of any Lender the first Extension Period, time being of the essence), Landlord shall give written notice (the “Expansion Notice”) to Tenant stating (i) whether the conditions to the Expansion Option set forth above (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date exercise of the effectiveness of such increase, (Afirst Extension Option) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loansbeen satisfied, and (ii) if so, the Borrower location and dimensions of the Expansion Space, as increased or decreased by up to 1,000 rentable square feet, as hereinafter contemplated. If the Expansion Notice states that the conditions to the Expansion Option (other than exercise of the first Extension Option) have been satisfied, and Tenant desires to exercise the Expansion Option, it must do so by written notice to Landlord within thirty (30) days after the later to occur of (A) Tenant receiving the Expansion Notice specifying the location and dimensions of the Expansion Space, as so increased or decreased, or (B) Tenant giving notice of exercise of the first Extension Option, time being of the essence. If Tenant requests that Landlord provide an Expansion Notice as provided above, Tenant’s request shall state the rentable square footage of Expansion Space that Tenant desires to lease, which may not exceed 8,000 rentable square feet. If Tenant exercises the Expansion Option as provided above, such Expansion Space shall be deemed leased to have repaid and reborrowed all outstanding Revolving Credit Loans Tenant as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last first day of the related LIBOR Periodsfirst Extension Period under the terms of the Lease applicable to the original Premises, except that the Expansion Space shall be leased to Tenant in its “AS IS” condition, and Landlord shall have no obligation to improve or pay any allowance for improving the Expansion Space. Nothing contained In addition, Landlord may increase or decrease the size of the Expansion Space requested by Tenant by up to 1,000 rentable square feet, and such proposed increase shall be reflected in the Expansion Notice. As an example, if Tenant requests that the Expansion Space contain 8,000 rentable square feet, it is the intent of the parties that the Expansion Space, as depicted in the Expansion Notice, will contain not fewer than 7,000 rentable square feet and not more than 9,000 rentable square feet. Base Rent for the Expansion Space shall at all times be at the same rate per rentable square foot applicable to the original Premises (giving effect to all increases in such rate of Base Rent as provided in this Section 2.15 Lease). For the first Extension Period, Base Rent for the original Premises established at set forth above shall constitutebe further increased to reflect Base Rent for the Expansion Space at the same rate per rentable square foot applicable to the original Premises (giving effect to all increases in such rate of Base Rent as provided in this Lease). For the second Extension Period, or otherwise if the second Extension Option is exercised by Tenant, Base Rent shall be deemed established for the Premises, as expanded by the Expansion Space, as set forth above. Base Rent for the Expansion Space shall commence upon delivery of said space to beTenant. Tenant shall also pay Tenant’s Share of Increases in Operating Costs for the Expansion Space, a commitment on the part of any Lender with Tenant’s Proportionate Share to increase its Revolving Credit Commitment hereunderto reflect the area of the Expansion Space and be confirmed in a written notice from Landlord to Tenant.
Appears in 2 contracts
Samples: Deed of Lease (Xenith Bankshares, Inc.), Deed of Lease (Xenith Bankshares, Inc.)
Expansion Option. The Borrower Solely to the extent that the Covenant Suspension Period is not in effect, theThe Company may from time to time after the Amendment No. 45 Effective Date elect to increase the Revolving Credit total Multicurrency Tranche Commitments and/or the total Dollar Tranche Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed the sum of (A) $50,000,000200,000,000 plus (B) an unlimited additional amount such that, in the case of this clause (B) only, after giving effect (including giving effect on a Pro Forma Basis reasonably acceptable to the Administrative Agent) to any such increase in the Multicurrency Tranche Commitments, increase in the Dollar Tranche Commitments and/or tranche of Incremental Term Loans (assuming that any such incremental Multicurrency Tranche Commitments, incremental Dollar Tranche Commitments and such Incremental Term Loans are drawn in full), the Senior Secured Leverage Ratio is equal to or less than the Applicable Senior Secured Leverage Ratio Level (other than to the extent such increased Multicurrency Tranche Commitments, such increased Dollar Tranche Commitments and/or such Incremental Term Loans are incurred pursuant to this clause (B) concurrently with the incurrence of increased Multicurrency Tranche Commitments, increased Dollar Tranche Commitments and/or Incremental Term Loans in reliance on clause (A) above, in which case the Senior Secured Leverage Ratio shall be permitted to exceed the Applicable Senior Secured Leverage Ratio Level to the extent of such increased Multicurrency Tranche Commitments, increased Dollar Tranche Commitments and/or such Incremental Term Loans incurred in reliance on such clause (A)); provided that, for the avoidance of doubt, increased Multicurrency Tranche Commitments, increased Dollar Tranche Commitments and/or Incremental Term Loans may be incurred pursuant to this clause (B) prior to utilization of the amount set forth in clause (A) above. As used herein, “Applicable Senior Secured Leverage Ratio Level” means a ratio equal to (x) the numerator of the maximum Senior Secured Leverage Ratio permitted under Section 6.12(c) at such time minus 0.25 to (y) 1.00. The Borrower Company may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other institutional investors or entities (each such new bank, financial institution or other investor or entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Company and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower Company and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower Company and (B) the Borrower Company shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 and 6.12, (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Restatement Effective Date as to the organizational power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase and (iii) such increase in the Revolving Credit CommitmentsCommitments or valid perfected Liens on all the Collateral in favor of the Administrative Agent, on behalf of itself and the other Secured Parties, and such Liens constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties as provided by applicable law, and having priority over all other Liens on the Collateral except in the case of (ia) each relevant Increasing Lender and Augmenting Lender shall make available Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent such amounts in immediately available funds as pursuant to any applicable law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use has not obtained or does not maintain possession of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderCollateral.
Appears in 2 contracts
Samples: Credit Agreement (CIMPRESS PLC), Credit Agreement (CIMPRESS PLC)
Expansion Option. The Borrower Company may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000250,000,000. The Borrower Company may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Company and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the each Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the each Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower Company and (B) the Borrower Company shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.16 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the each Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, each Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of Company Revolving Loans and/or Canadian Revolving Loans, as applicable, of the Types of Revolving Credit Loansand having related Interest Periods, with related LIBOR Periods if applicable, specified in a notice delivered by the applicable Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan or BA Equivalent Loan, shall be subject to indemnification by the applicable Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) may be incurred only by the Company, (b) shall rank pari passu in right of payment with the Revolving Loans, (c) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by each Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
Appears in 2 contracts
Samples: Credit Agreement (Watsco Inc), Credit Agreement (Watsco Inc)
Expansion Option. (a) Tenant shall have the additional option ("First Expansion Option"), by providing written notice thereof to Landlord (the "First Expansion Election Notice") at any time between April 1, 1996 and October 1, 1996, to include under this Lease an additional 4,000 to 5,000 square feet of Net Rentable Area on the fifteenth (15th) Floor of the Building. The Borrower amount of additional space to be included under this Lease pursuant to the First Expansion Option shall be identified by Tenant in the First Expansion Election Notice. The actual space to be included under this Lease pursuant to the First Expansion Option shall be designated by Landlord, provided, however, it shall be internally contiguous and contiguous to the then existing Leased Premises and shall have a reasonable configuration (the "First Expansion Space"). Landlord and Tenant shall then enter into an amendment to this Lease to cover such First Expansion Space on the same terms and provisions then in effect under this Lease, except as otherwise provided hereunder and except that (i) the annual Base Rental rate for the First Expansion Space shall be adjusted to reflect the Prevailing Rental Rate as of the date such First Expansion Space will be made available to Tenant, (ii) Landlord shall not be required to provide (but may from do so at its option and with Tenant's consent) any improvement allowance, abatement of Rent, or other incentives, inducements or allowances, (iii) Tenant shall be entitled to one additional (1) unreserved parking permit per 680 square feet of Net Rentable Area leased pursuant to such First Expansion Option, at the prevailing market rate therefor as of the addition of such First Expansion Space to the Leased Premises, and thereafter adjust in accordance with any such changes to such market charges, (iv) Tenant shall not have the right to assign its expansion rights to any sublessee of the Leased Premises, nor may any such sublessee exercise such expansion rights, and (v) the First Expansion Space will be provided in its then existing condition (on an "as is" basis; provided, however, Landlord shall remove and dispose of any Existing Asbestos located in the First Expansion Space, other than the Existing Asbestos located on the perimeter columns of the First Expansion Space). The First Expansion Space shall be made available to Tenant between October 1, 1996 and February 1, 1997. Tenant's obligation to commence paying Rent on such First Expansion Space shall commence on the earliest to occur of (1) Tenant's occupancy of such First Expansion Space for the purpose of conducting business therefrom, or (2) sixty (60) days following the delivery of such First Expansion Space by Landlord to Tenant. Landlord shall, at Landlord's cost and expense, be required to make any alterations to the First Expansion Space and the Building which are required by law in order to provide such space to Tenant (i.e. corridors, access, etc.)
(b) Tenant shall have the additional option ("Second Expansion Option"), by providing written notice thereof to Landlord (the "Second Expansion Election Notice")at any time between March 1, 1997 and September 1, 1997, to time elect include under this Lease an additional 4,000 to increase 5,000 square feet of Net Rentable Area on the Revolving Credit Commitments fifteenth (15th) Floor of the Building. The amount of additional space to be included under this Lease pursuant to the Second Expansion Option shall be identified by Tenant in minimum increments the Second Expansion Election Notice. The actual space to be included under this Lease pursuant to the Second Expansion Option shall be designated by Landlord, provided, however, it shall be internally contiguous and contiguous to the then existing Leased Premises and shall have a reasonable configuration (the "Second Expansion Space"). Landlord and Tenant shall then enter into an amendment to this Lease to cover such Second Expansion Space on the same terms and provisions then in effect under this Lease, except as otherwise provided hereunder and except that (i) the annual Base Rental rate for the Second Expansion Space shall be adjusted to reflect the Prevailing Rental Rate, as of $25,000,000 the date such Second Expansion Space will be made available to Tenant (ii) Landlord shall not be required to provide (but may do so at its option and with Tenant's consent) any improvement allowance, abatement of Rent, or other incentives, inducements or allowances, (iii) Tenant shall be entitled to one additional (1) unreserved parking permit per 680 square feet of Net Rentable Area leased pursuant to such lesser Second Expansion Option at the prevailing market rate therefor as of the addition of such Second Expansion Space to the Leased Premises, and thereafter adjust in accordance with any such changes to such market charges, (iv) Tenant shall not have the right to assign its expansion rights to any sublessee of the Leased Premises, nor may any such sublessee exercise such expansion rights, and (v) the Second Expansion Space will be provided in its then existing condition (on an "as is" basis; provided, however, Landlord shall remove and dispose of any Existing Asbestos located in the Second Expansion Space, other than the Existing Asbestos located on the perimeter columns of the Second Expansion Space). The Second Expansion Space shall be made available to Tenant between September 1, 1997 and January 1, 1998. Tenant's obligation to commence paying Rent on such Second Expansion Space shall commence on the earliest to occur of (1) Tenant's occupancy of such Second Expansion Space for the purpose of conducting business therefrom, or (2) sixty (60) days following the delivery of such Second Expansion Space by Landlord to Tenant. Landlord shall, at Landlord's cost and expense, be required to make any alterations to the Second Expansion Space and the Building which are required by law in order to provide such space to Tenant (i.e corridors, access, etc.)
(c) In the event Tenant exercises its right under either the First Expansion Option or the Second Expansion Option, but objects to Landlord's determination of the Prevailing Rental Rate, then the Prevailing Rental Rate shall be determined in accordance with the procedure set forth in Section 12.02(l) of this Lease.
(d) If Tenant exercises the Preferential Right under Section 11.01 and such exercise results in a reduction of the number of square feet of Net Rentable Area available for Tenant's First Expansion Option and Second Expansion Option then the amount of expansion space contained in the First Expansion Option and the Second Expansion Option shall be reduced to the amount of Net Rentable Area available on the fifteenth (15th) floor at the respective times such expansion options may be exercised by Tenant. In the event Tenant exercises its right under either the First Expansion Option or the Second Expansion Option and as a result of Tenant exercising its rights under the Administrative Agent may agree) so long as, after giving effect theretoPreferential Right (as defined in Section 11.01), the aggregate amount remaining space on the fifteenth (15th) Floor of such increases does the Building that is not exceed $50,000,000. The Borrower may arrange for any such increase to be provided then being leased by one Tenant is less than 4,000 square feet of Net Rentable Area, then the First Expansion Option or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitmentsthe Second Expansion Option, as the case may be; provided that (i) each Augmenting Lender, shall be subject revised to the approval include all of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective Net Rentable Area on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments fifteenth (or in the Revolving Credit Commitment of any Lender15th) shall become effective under this paragraph unless, (i) on the proposed date Floor of the effectiveness of such increase, Building which is not then being leased by Tenant.
(Ae) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained Notwithstanding anything in this Section 2.15 10.01 to the contrary, Tenant's First Expansion Option and Second Expansion Option shall constituteterminate if this Lease or Tenant's right to possession of the Leased Premises is terminated, or otherwise be deemed if Tenant fails to betimely exercise the First Expansion Option or the Second Expansion Option; provided, however, Tenant's failure to timely exercise the First Expansion Option shall not result in a commitment on termination of the part of any Lender to increase its Revolving Credit Commitment hereunderSecond Expansion Option."
Appears in 2 contracts
Samples: Lease Agreement (Howell Corp /De/), Lease Agreement (Howell Corp /De/)
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case a minimum increments amount of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 and any integral of $5,000,000 in excess thereof, so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000100,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and the Issuing Banks to the extent the consent of the Issuing Banks would be required to effect an assignment under Section 9.04(b), and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G B hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H C hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.02 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Restatement Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Term Benchmark Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Commitments or Incremental Term Loans pursuant to this Section 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 2 contracts
Samples: Credit Agreement (Northwest Natural Gas Co), Credit Agreement (Northwest Natural Gas Co)
Expansion Option. The Borrower may from Section 39.1 Provided that no Event of Default, or an event which, upon the giving of notice or the passage of time could become and Event of Default, has occurred and is continuing under this Lease at such time, Tenant shall have the right to lease the Additional Space shown on Exhibit A at any time prior to the first anniversary of the Commencement Date. If Tenant desires to lease the Additional Space, Tenant shall give notice (the “Tenant Election Notice”) to Landlord. If Tenant shall fail to deliver such Tenant Election Notice prior to the first anniversary of the Commencement Date, then Landlord shall have the right to lease all or any portion of such Additional Space to any third party on any terms Landlord shall elect and Tenant shall have no further right whatsoever to increase lease all or any portion of the Revolving Credit Commitments Additional Space.
Section 39.2 If Tenant shall deliver a Tenant Election Notice within the period set forth in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect theretoSection 39.1, the aggregate amount following shall apply:
(a) the Additional Space shall be added to and deemed a part of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders the Premises thirty (each Lender so agreeing to an increase in its Revolving Credit Commitment, an 30) days after delivery of Tenant’s Election Notice (the “Increasing LenderAdditional Space Commencement Date”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments) upon the same terms and conditions of this Lease, as the case same may be; provided that be modified in accordance with the following provisions of this Section 39.2;
(b) the Base Rent shall be increased on the Additional Space Commencement Date by an amount equal to the Additional Space Base Rent, which shall be calculated by multiplying the rentable square footage of the Additional Space by the then-current annual Base Rent per square foot;
(c) the term of this Lease with respect to the Additional Space shall be coterminous with the Term under this Lease and shall expire on the same date as the Expiration Date (as it may have been extended) hereunder;
(d) the Additional Space shall be delivered in its “as is” condition (i) each Augmenting Lender, shall be subject as a “warm lit shell” with electric service and HVAC stubbed to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent Additional Space and (ii) sprinkler heads installed and turned up for Life Safety. Landlord shall have no obligation to perform any other work or make any installation in or to the Additional Space. Landlord shall allow Tenant a construction allowance of [***] (x$[***]) Dollars per rentable square foot of the Additional Space, to be paid against third-party invoices for work completed in the case of an Increasing Lender, the Borrower Additional Space as certified by Tenant’s architect and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, accompanied by lien waivers and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be reasonable documentation as required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, Landlord for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.completed work;
Appears in 1 contract
Samples: Lease Agreement (NTN Buzztime Inc)
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000250,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), which agree to increase their existing Revolving Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Commitments, as the case may be; provided that no Ineligible Institution may be an Augmenting Lender); provided, which agree to increase their existing Revolving Credit Commitmentsfurther, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 5.07 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
Appears in 1 contract
Samples: Credit Agreement (PTC Inc.)
Expansion Option. The Borrower may from time to time elect to increase the Aggregate Revolving Credit Commitments and/or enter into one or more tranches of term loans (each, an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 25,000,000, so long as, after giving effect thereto, (x) the aggregate amount of all such increases of the Aggregate Revolving Commitments does not exceed $50,000,000250,000,000 and (y) the aggregate initial principal amount of all such Incremental Term Loans does not exceed $500,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution provided, that, none of the Borrower or any of its Subsidiaries or Affiliates or a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person) may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide to participate in such CHAR1\1449231v6 Incremental Term Loans, or extend new Revolving Credit Commitments, as the case may be; provided that provided, that, (i) each Augmenting Lender, Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Lead Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Augmenting Lenders and Increasing Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in the Aggregate Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Lead Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Lead Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Aggregate Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs clauses (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Lead Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer who is a Responsible Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.07 (and assuming for such purposes that any increase in the Aggregate Revolving Commitments is fully drawn) and (ii) the Lead Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Aggregate Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Lead Administrative Agent such amounts in immediately available funds as the Lead Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Aggregate Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the Term Loans, (b) shall not mature earlier than the Latest Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the Term Loans; provided, that, (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Latest Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Latest Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the Term Loans. Incremental Term Loans shall be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Lead Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Lead Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or CHAR1\1449231v6 otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
Appears in 1 contract
Samples: Credit Agreement (Intuit Inc)
Expansion Option. (a) The Borrower Borrowers may from time to time after the Closing Date elect to increase the Revolving Credit Commitments (“Increased Commitments”) in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the an aggregate principal amount of such increases does not exceed less than $50,000,00025,000,000. The Borrower Borrowers may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, Commitments or provide new to participate in such Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender, ) shall be subject to the approval of the BorrowerCompany, the Administrative Agent, each Letter Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld or delayed). Without the consent of any Lenders other than the relevant Increasing Lenders or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Issuer and Extension Amendment as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and (ii) (x) in the case Company, to effect the provisions of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.152.19. Increases and new of Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the BorrowerBorrowers, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective be permitted under this paragraph unless, (i) unless on the proposed date of the effectiveness of such increaseincrease in the Revolving Commitments, (Ai) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate Agent, (ii) after giving effect to that effect dated such date and executed by an Authorized Officer of increase in the Borrower and (B) Revolving Commitments, the Borrower Borrowers shall be in compliance compliance, on a Pro Forma Basis, with the covenant contained in Section 9.3 Consolidated Leverage Ratio (determined as of the most recently ended fiscal quarter and assuming that the entire amount of such increase had been borrowed as of such quarter end), and (iiiii) the Administrative Agent shall have received documents and opinions consistent a certificate confirming (and, as applicable, setting forth reasonably detailed calculations demonstrating) compliance with those delivered on the effective date as to the organizational power and authority each of the Borrower to borrow hereunder after giving effect to requirements set forth in clauses (i) and (ii) above, dated such increasedate and executed by a Financial Officer of the Company. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) if, on the Borrower date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be deemed prepaid to have repaid the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and reborrowed Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Credit Loans as owing to each Lender is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans. The Administrative Agent and the date of any increase Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the Revolving Credit Commitments (with such reborrowing transactions effected pursuant to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9)immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the immediately second preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.15 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained For the avoidance of doubt, no Lender shall have any obligation to provide any Increased Commitment.
(b) This Section 2.19 shall override any provisions in this Section 2.15 shall constitute, or otherwise be deemed 9.02 to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereundercontrary.
Appears in 1 contract
Expansion Option. The Borrower may from time All existing options to time elect to increase expand the Revolving Credit Commitments Premises set forth in minimum increments the Lease, whether a right of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long asfirst refusal, after giving effect thereto, the aggregate amount right of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions first offer or other entities right to expand, are deleted, and are replaced with the option to expand the Premises set forth in the balance of this Paragraph 5.
(each such new banka) During the Term, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lenderthis Lease is in full force and effect, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) Tenant is not in default under the Lease beyond the expiration of any applicable notice and cure period given to Tenant in the case Lease, (iii) Tenant has not assigned this Lease or subleased all or any portion of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G heretoPremises under any then-existing sublease, and (yiv) the right of first offer described in this Paragraph 5 is not being exercised in connection with or for the case purpose of an Augmenting Lenderfacilitating any such assignment or sublease, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent Landlord shall give Tenant notice of any Lender space (other than the Lenders participating in the increase“ROFO Space”) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective located on the date agreed by third or the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date fifth floors of the effectiveness Building that is available for lease to third parties. (For purposes of such increasethis Paragraph, (A) the conditions set forth any space covered by a renewal, extension or expansion option existing in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lendertenant’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans lease as of the date of this Amendment, any renewal or extension option given by Landlord to any then-existing tenant for its then-existing space, or any right of first offer or right of first refusal existing as of the date of this Lease, shall not be “available for lease” until after each such option or right has expired.)
(b) If Tenant gives Landlord notice of Tenant’s interest in leasing the ROFO Space within ten (10) business days after notification by Landlord of the availability of the ROFO Space, the Parties shall negotiate reasonably to enter into an amendment to this Lease covering the ROFO Space, which may include, without limitation, an extension of the Term and an increase in Base Rent payable under this Lease during such extension. If Tenant fails to give Landlord such notice within such ten (10)-business day period, or if the Revolving Credit Commitments (with such reborrowing Parties, after using their best efforts, are unable to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest agree on the amount prepaid and, of the monthly rental and other terms and conditions for the ROFO Space within thirty (30) days after receipt by Landlord of Tenant’s notice of interest in respect of each LIBOR Loan, shall be subject to indemnification leasing the ROFO Space (as evidenced by the Borrower pursuant execution and delivery of an amendment to the provisions this Lease), such right of Section 2.11 if the deemed payment occurs first offer shall terminate and be of no further force or effect with respect to such ROFO Space, but shall continue to apply to other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereundersubsequently available ROFO Space.
Appears in 1 contract
Expansion Option. (a) The Borrower Company may from time to time after the Restatement Effective Date elect to increase the U.S. Revolving Credit Commitments, Alternative Currency Revolving Commitments or any Extended Revolving Commitments (“Increased Commitments”) or enter into one or more tranches of term loans denominated in minimum increments Dollars (each, an “Incremental Term Loan”), in each case in an aggregate principal amount of not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree) 20,000,000 so long as, after giving effect thereto, the aggregate amount of all such increases Increased Commitments and all such Incremental Term Loans (other than Refinancing Term Loans), when taken together with the aggregate principal amount of Incremental Substitute Indebtedness does not exceed the greater of (A) $50,000,000150,000,000 and (B) any other amount so long as on a Pro Forma Basis (and assuming all Increased Commitments were fully drawn) the Senior Secured Net Leverage Ratio as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time would not exceed 3.0 to 1.0. The Borrower Company may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its U.S. Revolving Credit Commitment, Alternative Currency Revolving Commitments or Extended Revolving Commitment, or to participate in such Incremental Term Loan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing U.S. Revolving Credit Commitment, Alternative Currency Revolving Commitments or Extended Revolving Commitment, or to participate in such Incremental Term Loan, or extend U.S. Revolving Commitments, Alternative Currency Revolving Commitments or provide new Extended Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender, ) shall be subject to the approval of the Borrower, each Letter of Credit Issuer Company and the Administrative Agent and (ii) (x) and, in the case of an Increasing LenderIncreased Commitment, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld or delayed). Without the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (Lenders other than the relevant Increasing Lenders participating or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the increase) shall be required for any increase in Revolving Credit Commitments pursuant reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.152.19. Increases of U.S. Revolving Commitments, Alternative Currency Revolving Commitments and Extended Revolving Commitment and new Revolving Credit Commitments Incremental Term Loans created pursuant to this Section 2.15 2.19 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the U.S. Revolving Credit Commitments, Alternative Currency Revolving Commitments (or in the Extended Revolving Credit Commitment of any Lender) Commitments or Incremental Term Loans shall become effective be permitted under this paragraph unless, unless (i) on the proposed date of the effectiveness of such increaseincrease in the U.S. Revolving Commitments, (A) Alternative Currency Revolving Commitments or Extended Revolving Commitments or borrowing of such Incremental Term Loan, the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 Company and (ii) the Administrative Agent Company shall have received documents and opinions consistent be in compliance, calculated on a Pro Forma Basis (assuming for this purpose that all Increased Commitments were fully drawn), with those delivered on the effective date covenants contained in Section 6.09 as to the organizational power and authority of the Borrower last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to borrow hereunder after giving effect Section 5.01(a) or (b) prior to such increasetime. On the effective date of any increase in the U.S. Revolving Credit Commitments, Alternative Currency Revolving Commitment or Extended Revolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the Borrower case of any Incremental Term Loans, if, on the date of such increase, there are any Revolving Loans of the applicable Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be deemed prepaid to have repaid the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and reborrowed Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Credit Loans as of such Class owing to each Lender with a Revolving Commitment of such Class is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans of such Class. The Administrative Agent and the date of any increase Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the Revolving Credit Commitments (with such reborrowing transactions effected pursuant to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9)immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the immediately second preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.15 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part The terms of any Incremental Term Loans shall be as set forth in the amendment to this Agreement providing for such Incremental Term Loans; provided that (i) the final maturity date of any Incremental Term Loans shall be no earlier than the Term Loan Maturity Date, (ii) the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Tranche B Term Loans, (iii) Incremental Term Loans shall not participate on a greater than pro rata basis with the Tranche B Term Loans in any optional or mandatory prepayment hereunder, (iv) the provisions with respect to payment of interest, original issue discount (“OID”) and upfront fees shall be as set forth in the amendment providing for such Incremental Term Loans; provided further that if the Yield of any Incremental Term Loans (other than Refinancing Term Loans) exceeds the Yield of the Tranche B Term Loans by more than 50 basis points, then the Applicable Rate for the Tranche B Term Loans shall be increased to the extent required so that the Yield of such Class or Classes of Term Loans is equal to the Yield of such Incremental Term Loans minus 50 basis points and (v) all other terms applicable to such Incremental Term Loans (other than provisions specified in clauses (i) through (iv) above) shall be consistent with the terms of the then outstanding Tranche B Term Loans. For the avoidance of doubt, no Lender shall have any obligation to increase its Revolving Credit provide any Increased Commitment hereunderor Incremental Term Loan.
(b) This Section 2.19 shall override any provisions in Section 9.02 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Dole Food Co Inc)
Expansion Option. (a) The Borrower may Lessor and the Lessee hereby acknowledge and agree that, subject to the terms and conditions hereinafter set forth, the Lessee shall have the option (the "Expansion Option"), by providing a written notice to the Lessor (the "Expansion Option Election Notice") at any time prior to the second (2nd) anniversary of the Phase I Commencement Date (such two (2) year period being hereinafter referred to as the "Expansion Option Exercise Period"), of requiring the Lessor to expand the Building by constructing an additional ninety-nine thousand (99,000) square feet of space as shown as the shaded area on Exhibit "B-4" attached hereto and made a part hereof (the "Phase III Building") for a total Phase I Building, Phase II Building and Phase III Building of three hundred and eight thousand (308,000) square feet of space. The Lessor's Improvements with respect to the Phase III Building (the "Phase III Lessor's Improvements") shall be similar to the Phase II Lessor's Improvements, but in any event, the Phase III Lessor's Improvements shall comply with all then applicable laws. The actual date upon which the Lessor receives the Lessee's Expansion Option Election Notice shall hereinafter be referred to as the "Expansion Option Notification Date". If the Lessee properly exercises its Expansion Option as hereinafter set forth, then the Lessor shall construct the Phase III Building upon that certain portion of the Real Property immediately adjacent to the westerly side wall of the Building as shown on Exhibit "B-4" attached hereto and made a part hereof. If the Lessee fails to provide the Lessor with the Expansion Option Election Notice by the final day of the Expansion Option Exercise Period, then the Lessee's Expansion Option shall automatically cease and terminate and the Lessee shall have no such Expansion Option and thereupon the Lessor shall have the right to recapture and remove from time to time elect to increase this Lease any or all of that portion of the Revolving Credit Commitments in minimum increments of $25,000,000 Real Property as shown as the shaded area on Exhibit "A-6" attached hereto and made a part hereof (the "Recapture Land"), whereupon the Recapture Land, or such lesser amount portion thereof as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as so designated by the case may be; provided that (i) each Augmenting LenderLessor, shall be subject to removed from the approval applicability of this Lease and the Lessor may, thereafter, utilize and develop such portion of the Borrower, each Letter of Credit Issuer and Recapture Land.
(b) The annual Minimum Rent for the Administrative Agent and Phase III Building for the first twelve (ii12) months following the Phase III Commencement Date (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increasehereinafter defined) shall be required Three and 75/100 Dollars ($3.75) per square feet of space contained in the Phase III Building as measured by the Lessor's architect or engineer (and verified by the Lessee) from structural line to "structural line" of the Phase III Building (as defined in Paragraph 5(b) of this Lease), but not exceeding ninety-nine thousand (99,000) square feet of space; provided, however, such annual Minimum Rent for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 the Phase III Building shall become effective be increased commencing on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments first (or in the Revolving Credit Commitment of any Lender1st) shall become effective under this paragraph unless, (i) on the proposed date anniversary of the effectiveness of such increasePhase III Commencement Date and continuing on each anniversary date thereafter, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 Paragraph 5(c) above (i.e., the Minimum Rent attributable to the Phase III Building shall be increased by two percent (2%) per annum). Upon the Lessee's proper exercise of the Expansion Option, the entire Term of this 31 Lease for the entire Building (i.e., the Phase I Building, the Phase II Building and the Phase III Building) shall be automatically re-set to be a new ten (10) year Term from the Phase III Commencement Date. Accordingly, the Term for the entire Building (i.e., including the Phase I Building, the Phase II Building and the Phase III Building) shall automatically be re-set to be a new ten (10) year Term from the Lessor's substantial completion of the construction of the Phase III Building (the "Phase III Commencement Date") and, therefore, the First Extension Period, if properly exercised pursuant to the provisions of Paragraph 38 above, shall automatically be deemed to commence upon that date which is the tenth (10th) anniversary date of the Phase III Commencement Date and the Second Extension Period, if properly exercised pursuant to the provisions of Paragraph 38 above, shall automatically be deemed to commence upon that date which is the fifteenth (15th) year anniversary date of the Phase III Commencement Date. Once the Lessee exercises its Expansion Option, the exercise thereof may not be revoked, except as provided in Paragraph 39(c) below. The Minimum Rent attributable to the Phase III Building shall be "net, net, net" to the Lessor and, therefore, the Lessee shall be responsible for the payment occurs of all Additional Rent with respect to the Phase III Building.
(c) If the Phase III Commencement Date has not occurred for any reason on or before the date which is twelve (12) months after the Expansion Option Notification Date (other than for delays caused by Force Majeure (excluding any delays caused by governmental action or inaction) or delays caused by, or attributable to, the Lessee), the Lessee may, by written notice to Lessor:
(i) terminate this Lease, whereupon this Lease shall so terminate as of a date specified in Lessee's notice and, thereafter, neither the Lessor nor the Lessee shall have any further liability and obligations under this Lease, or
(ii) continue this Lease with respect to the Phase I Building and Phase II Building, in which event (x) the Lessor shall have the right to recapture and remove all or any portion of the Recapture Land from the applicability of this Lease and the Lessor may, thereafter, utilize and develop such portion of the Recapture Land, (y) Paragraph 23(b) shall be deemed omitted from this Lease, and (z) notwithstanding anything contained in Paragraph 38
(a) to the contrary, a successor or assignee of the Lessee may exercise the Extension Options as set forth in this Lease.
(d) The Expansion Option shall be personal to the Lessee and the same shall not be applicable to any successor or assignee of the Lessee (other than a corporate successor or affiliate of the Lessee) and the Lessee's successors or assigns (other than a corporate successor or affiliate of the Lessee) may not exercise the Expansion Option as set forth in this Lease and as permitted under the terms of this Lease. The Lessee may exercise its Expansion Option only by serving on the last day Lessor the Lessee's Expansion Option Election Notice prior to the expiration of the related LIBOR PeriodsExpansion Option Exercise Period. Nothing In the event the Lessee does not timely and properly exercise its Expansion Option, then the Expansion Option shall automatically become null and void and of no further force and effect and the Lessee shall no longer have the Expansion Option.
(e) Anything contained in this Section 2.15 Paragraph 39 to the contrary notwithstanding, the Minimum Rent applicable to the Phase I Building and the Phase II Building shall constitutecontinue to be as expressly set forth in this Lease and, or except as set forth in Subparagraph (f) below and on Exhibit "J" attached to this Lease and made a part hereof, shall not be affected by the Lessee's exercise of its Expansion Option. 32
(f) The Lessor and the Lessee hereby acknowledge and agree that the requirements under this Paragraph 39 for the re-setting of a new ten (10) year term for the entire Building (i.e., including the Phase I Building, the Phase II Building and the Phase III Building) upon the Lessee's exercise of the Expansion Option must be reconciled within the context of the Lessee's two (2) Extension Options of five (5) years each under Paragraph 38 of this Lease. Accordingly, the Lessor and the Lessee hereby acknowledge and agree that, upon the Lessee's exercise of its Expansion Option under this Paragraph 39, then the first five (5) year Extension Period under Paragraph 38 of this Lease shall commence upon the tenth (10th) year anniversary date of the Phase III Commencement Date as opposed to that date which is ten (10) years and six (6) months after the Phase I Commencement Date under this Lease and the second (2nd) five (5) year Extension Period under Paragraph 38 of this Lease shall, therefore, commence upon the fifteenth (15th) year anniversary date of the Phase III Commencement Date as opposed to that date which is fifteen (15) years and six (6) months after the Phase I Commencement Date under this Lease. For purposes of illustration only, if the Lessee elects to have the Building expanded pursuant to its Expansion Option under this Paragraph 39 and if the Phase III Building is delivered by the Lessor to the Lessee on that date which is two (2) years and six (6) months following the Phase I Commencement Date, then the Term for the entire Building (i.e., including the Phase I Building, the Phase II Building and the Phase III Building) would automatically be re-set to be a new ten (10) year Term from the Phase III Commencement Date(i.e., ten (10) years from that date which is two (2) years and six (6) months from the Phase I Commencement Date) and, therefore, the Lessee's First Extension Period under Paragraph 38 of this Lease would (if properly exercised by the Lessee as expressly set forth in Paragraph 38 of this Lease) commence on that date which is twelve (12) years and six (6) months following the Phase I Commencement Date as opposed to commencing on what would have otherwise been the original Termination Date under this Lease. Furthermore, anything contained in this Lease to the contrary notwithstanding, upon the Lessee's proper exercise of its Expansion Option as hereinabove set forth, the Termination Date under this Lease shall automatically be deemed to beextended to, a commitment on and shall become, that date which is the part day immediately preceding the tenth (10th) year anniversary date of any Lender to increase its Revolving Credit Commitment hereunder.the Phase III
Appears in 1 contract
Samples: Lease Agreement (Lechters Inc)
Expansion Option. (a) The Borrower Borrowers may from time to time (but not more than two times after the Fourth Amendment Effective Date) elect to increase the Revolving Credit Commitments Floor Plan Commitments, in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases increases, after the Fourth Amendment Effective Date, does not exceed $50,000,00020,000,000. The Borrower Borrowers may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in any of its Revolving Credit Commitmentthe Floor Plan Commitments, as applicable, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities entities, excluding, in each case, any Ineligible Institution (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit extend such Floor Plan Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Increasing Lender and Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrowers and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower Lender and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers, the Administrative Agent and each such Augmenting Lender and Increasing Lender execute an agreement substantially in the form of Exhibit H heretoa Lender Addition and Acknowledgement Agreement. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit the Floor Plan Commitments pursuant to this Section 2.15. 2.21.
(b) Increases and new Revolving Credit Commitments Floor Plan Commitments, as applicable, created pursuant to this Section 2.15 2.21 shall become effective on the date agreed by the BorrowerBorrowers, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no such increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) Floor Plan Commitments, as applicable, shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated as of such date and executed by an Authorized a Financial Officer of the Borrower Borrowers and (B) the Borrower Borrowers shall be in compliance (on a pro forma basis) with the covenant contained in Section 9.3 6.13(a), and (ii) the Administrative Agent shall have approved such increase and shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase. .
(c) On the effective date of any increase in the Revolving Credit Floor Plan Commitments, as applicable, being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit applicable Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage (as modified by such increase) of such outstanding Revolving Credit Loans, and (ii) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments Floor Plan Commitments, as applicable (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the BorrowerBorrowers, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Term Benchmark Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 2.21 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Floor Plan Commitment hereunder.
Appears in 1 contract
Samples: Floor Plan First Lien Credit Agreement (Alta Equipment Group Inc.)
Expansion Option. The Borrower Following the Closing Date, the Company may from time to time time, but no more than two times during the term of this Agreement, elect to increase the Revolving Credit Aggregate Commitments and/or to incur one or more tranches of term loans (each tranche of term loans, an “Incremental Term Facility”; and each term loan under any Incremental Term Facility, an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of all such increases in the Aggregate Commitments and all such Incremental Term Facilities does not exceed $50,000,000250,000,000. The Borrower Company may arrange for any such increase or Incremental Term Facility to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Facility, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities constituting Eligible Assignees (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Facility, or provide new Revolving Credit Commitments, as the case may be; provided that that: (a) each Augmenting Lender shall be (i) each Augmenting Lenderin the case of an increase to the Aggregate Commitments, shall be subject to the approval of the BorrowerCompany, the Administrative Agent (such approval not to be unreasonably withheld or delayed), each Letter L/C Issuer and the Swing Line Lender, and (ii) in the case of Credit Issuer an Incremental Term Facility, subject to the approval of the Company and the Administrative Agent (such approval not to be unreasonably withheld or delayed), and (ii) (xb)(i) in the case of an Increasing Lender, the Borrower Company and such Increasing Lender shall execute an agreement substantially in the form of Exhibit G heretoIncreasing Lender Supplement, and (yii) in the case of an Augmenting Lender, the Borrower Company and such Augmenting Lender shall execute an agreement substantially in the form of Exhibit H heretoAugmenting Lender Supplement. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Facility) shall be required for any increase in Revolving Credit Aggregate Commitments or for any Incremental Term Facility pursuant to this Section 2.15. Increases and new Revolving Credit Commitments and Incremental Term Facilities created pursuant to this Section 2.15 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Aggregate Commitments (or in the Revolving Credit Commitment of any Lender) and no Incremental Term Facility shall become effective under this paragraph Agreement unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Facility, (A) the conditions set forth in paragraphs (aSections 4.02(a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders Lenders, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower Company, and (B) the Borrower Company shall be in pro forma compliance with the covenant covenants contained in Section 9.3 and 7.11 (ii) determined on the basis of the financial information most recently delivered to the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as Lenders pursuant to Section 6.01(a) or Section 6.01(b) (or, if prior to the organizational power and authority date of the Borrower delivery of the first financial statements to borrow hereunder after giving effect be delivered pursuant to such increaseSections, the most recent financial statements referred to in Section 5.05(b)) and, if the first proviso in Section 7.11 is then applicable, as though such Indebtedness had been incurred, and any Indebtedness repaid as part of such transaction had been repaid, as of the first day of the period of four fiscal quarters covered thereby). On the effective date of any increase in the Revolving Credit Aggregate Commitments, (ia) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Committed Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Committed Loans, and (iib) except in the Borrower case of any Incremental Term Loans made under any Incremental Term Facility, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Committed Loans as of the date of any increase in the Revolving Credit Aggregate Commitments (with such reborrowing to consist of the Types of Revolving Credit Committed Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, applicable Borrower in accordance with the requirements of Section 2.92.02). The deemed payments made pursuant to clause (iib) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Rate Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 3.05 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Any Incremental Term Loans (a) shall rank pari passu in right of payment with the Committed Loans and any other then-existing Incremental Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date), (c) shall have pricing that is determined by the Lenders providing such Incremental Term Loans and the Company, and (d) except as provided above, shall be treated substantially the same as (and in any event no more favorably than) the Committed Loans, unless otherwise on terms reasonably satisfactory to the Administrative Agent and agreed by the Lenders providing such Incremental Term Loans and the Company; provided that the terms and conditions applicable to any Incremental Term Loans may only provide for material additional or different financial or other covenants or prepayment requirements to the extent such terms and conditions are (i) only applicable during periods after the Maturity Date, or (ii) added for the benefit of Administrative Agent and all of the Lenders. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in the Incremental Term Facility under which such Incremental Term Loans are made, each Augmenting Lender participating in the Incremental Term Facility under which such Incremental Term Loans are made, if any, and the Administrative Agent. Each Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.15. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide any Incremental Term Loans, at any time.
Appears in 1 contract
Samples: Credit Agreement (Perkinelmer Inc)
Expansion Option. The Borrower may from time to time elect to increase request the Revolving Credit Commitments establishment of one or more incremental term loan commitments to make one or more additional term loans (i) either as a separate tranche of term loans or (ii) for which the principal amount of the borrowing of such additional term loan will be added to the outstanding principal amount of the existing Loans (any such additional term loan described in clause (i) or (ii), an “Incremental Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 15,000,000 so long as, after giving effect thereto, the aggregate amount of all such increases Incremental Loans does not exceed $50,000,000150,000,000. The Borrower may arrange for any such increase additional term loan to be provided by one or more Lenders (each Lender so agreeing to an increase participate in its Revolving Credit Commitmentsuch Incremental Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may beparticipate in such Incremental Loans; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent (which approvals shall not be unreasonably withheld and shall be evidenced by the Administrative Agent’s execution 36 of the agreement substantially in the form of Exhibit C or Exhibit D, as the case may be) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in any Incremental Loan, which consent shall be deemed to have occurred upon execution of an agreement substantially in the increaseform of Exhibit C or Exhibit D, as the case may be) shall be required for any increase in Revolving Credit Commitments Incremental Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments New Incremental Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments Incremental Loans (or in the Revolving Credit Commitment of any Lendercommitments therefor) shall become effective under this paragraph unless, (i) on the proposed date specified in the agreement substantially in the form of the effectiveness of such increaseExhibit C or Exhibit D, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower certifying that (x) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects (or, in the case of any such representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Incremental Loan, other than any such representation or warranty given as of a particular date in which case they shall be true and correct in all material respects (or, in the case of any such representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such date and (y) at the time of and immediately after giving effect to such Incremental Loan, no Default or Event of Default shall have occurred and be continuing and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.05 and (ii) the Administrative Agent shall have received (to the extent not previously received, or to the extent reasonably requested, in each case by the Administrative Agent) documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On The Incremental Loans
(a) shall be an amortizing term loan available in a single draw, (b) shall rank pari passu in right of payment with the effective date of then existing Loans, (c) shall not mature earlier than the Maturity Date, and (d) shall be treated substantially the same as (and in any increase in event not more favorably than) the Revolving Credit Commitments, existing Loans; provided that (i) each relevant Increasing Lender the terms and Augmenting Lender shall make available conditions applicable to any tranche of Incremental Loans maturing after the Administrative Agent Maturity Date hereunder then in effect at the time of the effectiveness of such amounts in immediately available funds tranche of Incremental Loans may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after such Maturity Date or, so long as the Administrative Agent shall determine, also applying for the benefit of the other Lenders, as being required in order existing Loans outstanding prior to cause, after giving effect to such increase thereto, may provide for additional covenants and/or events of default agreed upon by the Borrower, the Administrative Agent, the Augmenting Lenders and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Increasing Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall Incremental Loans may be deemed to have repaid priced differently than the Loans and reborrowed all outstanding Revolving Credit Loans may provide for amortization payments as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered agreed upon by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant Administrative Agent, the Augmenting Lenders and the Increasing Lenders (subject to clause (iii) above). Incremental Loans may also be made hereunder pursuant to an amendment or restatement (an “Incremental Loan Amendment”) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in respect of each LIBOR such Incremental Loan, shall if any, each Augmenting Lender participating in such Incremental Loan, if any, and the Administrative Agent. The Incremental Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be subject necessary or appropriate, in the reasonable opinion of the Administrative Agent, to indemnification by the Borrower pursuant to effect the provisions of this Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase provide Incremental Loans, at any time (other than as otherwise expressly agreed to by any applicable Lender in the agreements substantially in the form of Exhibit C and Exhibit D as provided above). In connection with any Incremental Loans pursuant to this Section 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, 37 its Revolving Credit Commitment hereunder.name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. SECTION 2.21. [
Appears in 1 contract
Samples: Asset Purchase Agreement
Expansion Option. The Borrower Borrowers may from time to time (other than during the Covenant Relief Period) elect to increase (an “Incremental Increase”) the Revolving Credit total Dollar Tranche Commitments or the total Multicurrency Tranche Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans (other than the Incremental US Term Loans) plus the aggregate principal amount of all Incremental Equivalent Debt incurred on or prior to such date does not exceed $50,000,000the Incremental Amount then in effect. The Borrower Borrowers may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree other than an Ineligible Institution, to increase their existing Revolving Credit Commitments, or provide new to participate in such Incremental Term Loans, or extend Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the BorrowerCompany, each Letter the Administrative Agent, the Issuing Banks (in the case of Credit Issuer an increase in the Revolving Commitments) and the Administrative Agent Swingline Lender (in the case of an increase in the Revolving Commitments), (ii) no Augmenting Lender shall be the Company or any Subsidiary or Affiliate of the Company and (iiiii) (x) in the case of an Increasing Lender, the applicable Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the applicable Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the applicable Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower Company; provided, however that in the case of any Incremental Increase the proceeds of which are to be used to finance a substantially concurrent Permitted Acquisition that is not conditioned upon the availability of, or obtaining, third-party financing (any such Permitted Acquisition being a “Limited Conditionality Acquisition”), to the extent agreed by the Lenders providing such Incremental Increase, (1) the representations and warranties the accuracy of which are a condition to the availability of such Incremental Increase shall be limited to customary “SunGuard” or other applicable “certain funds” conditionality provisions and (2) the condition to availability of such Incremental Increase requiring that no Default or Event of Default shall have occurred and be continuing shall be limited to (I) at the time of the execution and delivery of the definitive agreement for such Limited Conditionality Acquisition no Event of Default shall have occurred and be continuing or shall occur as a result thereof and (II) no Event of Default under clauses (a) or (f) of Article VII shall exist immediately prior to or after giving effect to such Incremental Increase (which Event of Default under this clause (II), for the avoidance of doubt, cannot be waived without the written consent of the Required Lenders); and (B) the Borrower Company shall be in compliance (on a Pro Forma Basis) with the covenant covenants contained in Section 9.3 6.18; provided that in the case of any Incremental Increase the proceeds of which are to be used to finance a Limited Conditionality Acquisition, to the extent agreed by the Lenders providing such Incremental Increase, there shall be no condition to the availability of the Incremental Increase related to the financial covenants contained in Section 6.18 (other than, to the extent applicable, the incurrence test with respect thereto contained in the definition of Incremental Amount); and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Original Effective Date as to the organizational power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments of any Class or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other LendersLenders of such Class, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of such Class of all the Lenders to equal its Revolving Credit Commitment Dollar Tranche Percentage or Multicurrency Tranche Percentage, as applicable, of such outstanding Revolving Credit Loans, and (ii) except in the Borrower case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans of such Class as of the date of any increase in the Revolving Credit Commitments of such Class (with such reborrowing to consist of the Types of Revolving Credit LoansLoans of such Class, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or the Company on behalf of the applicable Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan and BA Equivalent Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Revolving Commitments or Incremental Term Loans pursuant to this Section 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. For the avoidance of doubt, in no event shall this Section 2.20 be available to the Borrowers during the Covenant Relief Period.
Appears in 1 contract
Samples: Credit Agreement (LKQ Corp)
Expansion Option. (a) The Borrower may from time to time after the Expansion Date elect to increase the Revolving Credit Commitments or any Extended Revolving Commitments (“Increased Commitments”) or enter into one or more tranches of term loans (each, an “Incremental Term Loan”), in minimum increments each case in an aggregate principal amount of not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of all such increases Increased Commitments and all such Incremental Term Loans (other than Refinancing Term Loans) does not exceed $50,000,000500,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment or Extended Revolving Commitment, or to participate in such Incremental Term Loan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit CommitmentsCommitment or Extended Revolving Commitment, or provide new to participate in such Incremental Term Loan, or extend Revolving Credit Commitments or Extended Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender, ) shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) and, in the case of an Increasing LenderIncreased Commitment, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld). Without the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (Lenders other than the relevant Increasing Lenders participating or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the increase) shall be required for any increase in Revolving Credit Commitments pursuant reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.152.19. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.19 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Extended Revolving Credit Commitment of any Lender) Commitments or Incremental Term Loan shall become effective be permitted under this paragraph unless, unless (i) on the proposed date of the effectiveness of such increaseincrease in the Revolving Commitments or Extended Revolving Commitments or borrowing of such Incremental Term Loan, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (Bii) the Borrower (x) Parent shall be in compliance compliance, calculated on a Pro Forma Basis with the covenant contained in Section 9.3 6.09 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time and (iiy) on a Pro Forma Basis, the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Consolidated Senior Leverage Ratio would be less than or equal to 2.0 to 1.0 as to the organizational power and authority of the Borrower last day of the most recent fiscal quarter of Parent for which financial statements have been delivered pursuant to borrow hereunder after giving effect to such increaseSection 5.01(a) or (b). On the effective date of any increase in the Revolving Credit CommitmentsCommitments or Extended Revolving Commitments or any Incremental Term Loans being made (assuming that any Increased Commitments were fully drawn), (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the Borrower case of any Incremental Term Loans, if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be deemed prepaid to have repaid the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and reborrowed Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Credit Loans as owing to each Lender with a Revolving Commitment is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans. The Administrative Agent and the date of any increase Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the Revolving Credit Commitments (with such reborrowing transactions effected pursuant to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9)immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.15 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part The terms of any Lender Incremental Term Loans shall be as set forth in the amendment to increase its Revolving Credit Commitment this Agreement providing for such Incremental Term Loans; provided that (i) the final maturity date of any Incremental Term Loans shall be no earlier than the Term Loan A Maturity Date, (ii) the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Tranche A Term Loans (or, if no Tranche A Term Loans are outstanding at such time, the Tranche B Term Loans), (iii) Incremental Term Loans shall not participate on a greater than pro rata basis with the Tranche A Term Loans or Tranche B Term Loans in any optional or mandatory prepayment hereunder, (iv) the provisions with respect to payment of interest, original issue discount and upfront fees shall be as set forth in the amendment providing for such Incremental Term Loans; provided that if (x) the Yield of any Incremental Term Loans (other than Refinancing Term Loans) exceeds the Yield of the Tranche B Term Loans and/or (y) the Yield of any Incremental Term Loans with a final maturity prior to the Term B Loan Maturity Date or a Weighted Average Life to Maturity that is shorter than the then remaining Weighted Average Life to Maturity of the Tranche B Term Loans exceeds the Yield of the Tranche A Term Loans, in either case, by more than 50 basis points, then the Applicable Rate for the applicable Term Loans specified in the foregoing clauses (x) and/or (y) shall be increased to the extent required so that the Yield of such Class or Classes of Term Loans is equal to the Yield of such Incremental Term Loans minus 50 basis points and (v) all other terms applicable to such Incremental Term Loans (other than provisions specified in clauses (i) through (iv) above) shall be the same as the terms of the then outstanding Tranche A Term Loans and Tranche B Term Loans except to the extent such covenants and other terms apply solely to any period after the Term B Loan Maturity Date.
(b) This Section 2.19 shall override any provisions in Section 9.02 to the contrary.
Appears in 1 contract
Expansion Option. The Borrower Company may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000100,000,000. The Borrower Company may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Company and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower Company and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower Company and (B) the Borrower Company shall be in compliance (on a Pro Forma Basis) with the covenant covenants contained in Section 9.3 6.11 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the Borrower case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or the Company on behalf of the applicable Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
Appears in 1 contract
Samples: Credit Agreement (MATERION Corp)
Expansion Option. The Borrower may from time to time elect (but on no more than six (6) occasions) elect, with the consent of the Administrative Agent, to increase the Revolving Credit Commitments in minimum increments of $25,000,000 10,000,000 (or such lesser amount as reasonably agreed to by the Borrower and Administrative Agent may agreeAgent) so long as, after giving effect thereto, the aggregate amount of all such increases does not exceed $50,000,000100,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. No consent of any Lender (other than the Increasing Lenders and Augmenting Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.152.23. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.23 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.12 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and and/or Augmenting Lender Lender, as the case may be, shall make available to the Administrative Agent such amounts in immediately available funds in dollars as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 2.23 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderhereunder at any time.
Appears in 1 contract
Samples: Credit Agreement (Aceto Corp)
Expansion Option. (a) The Borrower may from time to time after the Amendment No. 24 Effective Date elect to increase the Revolving Credit Commitments, any Extended Revolving Commitments or the aggregate principal amount of any Class of Term Loans (“Increased Commitments”) or enter into one or more Classes of term loans (each, an “Incremental Term Loan”), in minimum increments each case, in an aggregate principal amount of not less than $25,000,000 10,000,000 (or such lesser amount as may be reasonably agreed by the Administrative Agent may agreeAgent) so long as, after giving effect thereto, the aggregate amount of all such increases Increased Commitments and all such Incremental Term Loans established following the Closing Date does not exceed $50,000,000400,000,000550,000,000 (the “Incremental Basket Amount”); provided that, immediately upon the effectiveness of the Amendment No.2 Revolving Increase and the Amendment No. 24 Term Commitments, the Incremental Basket Amount shall be reduced to $0. The Borrower may arrange for any such increase or Class to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, Extended Revolving Commitment or Term Loans, or to participate in such Incremental Term Loan, in its sole discretion, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit CommitmentsCommitment, Extended Revolving Commitment, or provide new Revolving Credit CommitmentsTerm Loans or to participate in such Incremental Term Loan, as the case may be; provided that (i) each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender, ) shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) and, in the case of an Increasing LenderIncreased Commitment in respect of the Revolving Facility, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld). Without the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (Lenders other than the relevant Increasing Lenders participating or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the increase) shall be required for any increase in Revolving Credit Commitments pursuant reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.152.19. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.19 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments, or Extended Revolving Commitments (or in the Revolving Credit Commitment of any Lender) Term Loans or Incremental Term Loan shall become effective be permitted under this paragraph unless, (i) unless on the proposed date of the effectiveness of such increaseincrease in the Revolving Commitments, Extended Revolving Commitments or Term Loans or the borrowing of Incremental Term Loans, (Aw) the conditions representations and warranties of the Loan Parties set forth in paragraphs this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of the effectiveness of such increase and/or borrowing, as applicable (aexcept where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true in all material respects as of any such earlier date; provided that during any Collateral/Covenant Suspension Period the representations and warranties set forth in Sections 3.04(b) and 3.06 shall not be required to be made), (x) at the time of and immediately after giving effect to such increase or borrowing, as applicable, no Event of Default shall have occurred and be continuing; (y) the Borrower shall be in compliance on a Pro Forma Basis with Section 6.09 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), assuming, for purposes of this clause (y) that the full amount of Section 6.2 shall be satisfied any such Increased Commitments and/or Incremental Term Loan, as applicable, has been drawn, whether or waived by the Required Lenders not so drawn and (z) the Administrative Agent shall have received a certificate certifying as to that effect compliance with the foregoing clause (w), (x) and (y), dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increaseBorrower. On the effective date of any increase in the Revolving Credit Commitments or Extended Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) if, on the Borrower date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be deemed prepaid to have repaid the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and reborrowed Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Credit Loans as owing to each Lender with a Revolving Commitment is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans. The Administrative Agent and the date of any increase Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the Revolving Credit Commitments (with such reborrowing transactions effected pursuant to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9)immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.15 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 .
(b) Any Increased Commitments shall constitute, or otherwise be deemed to be, a commitment on the exact same terms as the Revolving Commitments or Term Loans, as applicable, being increased thereby, other than, for the avoidance of doubt, provisions with respect to fees, original issue discount and upfront fees.. In the case of Increased Commitments with respect to any Class of Term Loans, on the date of the making of such new Term Loans thereunder, and notwithstanding anything to the contrary set forth in Sections 2.02 or 2.03, such new Term Loans shall be added to (and constitute a part of) each borrowing of outstanding Term Loans of the same Type with the same Interest Period of the applicable Class of Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Lender will participate proportionately in each then outstanding borrowing of Term Loans of the same Type with the same Interest Period of the applicable Class of Term Loan Loans.
(c) The terms of any Lender Incremental Term Loans shall be as set forth in the amendment to increase its Revolving Credit Commitment hereunder.this Agreement providing for such Incremental Term Loans; provided that:
(i) the final maturity date of any Incremental Term Loans shall be no earlier than the Amendment No. 2 Term Loan Maturity Date,
(ii) the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Amendment No. 2 Term Loans and the Amendment Xx. 0 Xxxx Xxxxx,
(xxx) the provisions with respect to payment of interest, optional prepayments, original issue discount and upfront fees shall be as set forth in the amendment providing for such Incremental Term Loans; provided that, if the all-in-yield for such Class of Incremental Term Loans determined as of the initial funding date for such Class of Incremental Term Loans exceeds the all-in-yield relating to the Amendment No. 2
Appears in 1 contract
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,00060,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”; it being understood that no Lender shall be obligated to agree to an increase in its Commitment), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, Commitments or provide new Revolving Credit extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and the Issuing Banks and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G D hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H E hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph Section 2.20 unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.11 and (ii) the Administrative Agent shall have received documents and opinions opinion letters consistent with those delivered on the effective date Restatement Effective Date as to the organizational limited liability company power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.
Appears in 1 contract
Samples: Credit Agreement (Ugi Corp /Pa/)
Expansion Option. (a) The Borrower Borrowers may from time to time (but not more than two times after the Fourth Amendment Effective Date) elect to increase the Revolving Credit Commitments Floor Plan Commitments, in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 05,000,000 so long as, after giving effect thereto, the aggregate amount of such increases increases, after the Fourth Amendment Effective Date, does not exceed $50,000,000020,000,000. The Borrower Borrowers may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in any of its Revolving Credit Commitmentthe Floor Plan Commitments, as applicable, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities entities, excluding, in each case, any Ineligible Institution (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit extend such Floor Plan Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Increasing Lender and Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrowers and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower Lender and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers, the Administrative Agent and each such Augmenting Lender and Increasing Lender execute an agreement substantially in the form of Exhibit H heretoa Lender Addition and Acknowledgement Agreement. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit the Floor Plan Commitments pursuant to this Section 2.15. 2.21.
(b) Increases and new Revolving Credit Commitments Floor Plan Commitments, as applicable, created pursuant to this Section 2.15 2.21 shall become effective on the date agreed by the BorrowerBorrowers, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no such increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) Floor Plan Commitments, as applicable, shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated as of such date and executed by an Authorized a Financial Officer of the Borrower Borrowers and (B) the Borrower Borrowers shall be in compliance (on a pro forma basis) with the covenant contained in Section 9.3 6.13(a), and (ii) the Administrative Agent shall have approved such increase and shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase. .
(c) On the effective date of any increase in the Revolving Credit Floor Plan Commitments, as applicable, being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit applicable Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage (as modified by such increase) of such outstanding Revolving Credit Loans, and (ii) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments Floor Plan Commitments, as applicable (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the BorrowerBorrowers, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Term Benchmark Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 2.21 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Floor Plan Commitment hereunder.
Appears in 1 contract
Samples: Floor Plan First Lien Credit Agreement (Alta Equipment Group Inc.)
Expansion Option. The Borrower may from time to time after the First Amendment Effective Date elect to incur additional Indebtedness under this Agreement in the form of (A) additional term loans under this Agreement (each, an “Incremental Term Loan”) and/or (B) an increase to the Revolving Credit Aggregate Commitments (each, a “Revolver Increase”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of all such increases Incremental Term Loans and Revolver Increases does not exceed $50,000,000100,000,000 minus the aggregate Term Loan Commitments as of the First Amendment Effective Date. The Borrower may arrange for any such increase Incremental Term Loan or Revolver Increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit CommitmentIncremental Term Loan or Revolver Increase, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, provide any portion of the Incremental Term Loan or provide new Revolving Credit CommitmentsRevolver Increase, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments Incremental Term Loan or Revolver Increase pursuant to this Section 2.152.20. Incremental Term Loans and Revolver Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (Incremental Term Loan or in the Revolving Credit Commitment of any Lender) Revolver Increase shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseIncremental Term Loan or Revolver Increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.10 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsRevolver Increase, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving provide an Incremental Term Loan or Revolver Increase hereunder at any time. The terms and documentation (other than, with respect to any Incremental Term Loan, the Applicable Margin and other components of yield, which shall be determined as set forth below in the following paragraph in respect of any Incremental Term Loans), to the extent not consistent with the Term Loan Facility, will be reasonably satisfactory to the Administrative Agent. Any loans made pursuant to an Incremental Term Loan and/or Revolver Increase shall constitute Secured Obligations and will be secured and guaranteed with the other Secured Obligations on a pari passu basis. With respect to any Incremental Term Loan (a) such Incremental Term Loan shall have a maturity date no sooner than the Maturity Date and such Incremental Term Loan shall have a weighted average life to maturity no shorter than the remaining weighted average life to maturity of the Term Loans (determined, in each case, at the time such Incremental Term Loan is incurred) and (b) the Applicable Margin and any other components of yield on such Incremental Term Loan payable to the Lenders making such Incremental Term Loan may be higher than the then current Applicable Margin (or any other components of yield) on the Term Loan Facility, and prior Incremental Term Loan, calculating yield in the same manner but in each case by no more than 50 basis points (it being understood that the Incremental Term Loan pricing will be increased and/or additional fees will be paid to Lenders holding Term Loans to the extent necessary to satisfy such requirement). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Commitment hereunderAgreement or any other Loan Document as may be necessary to incorporate the terms of any such Incremental Term Loan or Revolver Increase.
Appears in 1 contract
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 20,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000100,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis assuming the increased Commitments have been fully drawn as Revolving Loans) with the covenant covenants contained in Section 9.3 6.05 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20; provided that any such Incremental Term Loan Amendment shall require that any waivers or amendments of Section 4.02 shall also require the written consent or approval of Lenders having Revolving Credit Exposures and unused Commitments in respect of Revolving Loans representing more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments in respect of Revolving Loans. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
Appears in 1 contract
Samples: Credit Agreement (NetApp, Inc.)
Expansion Option. The Prior to the twelve (12) months immediately preceding the Scheduled Maturity Date, Borrower may from time to time elect shall have the right to increase the Revolving Credit Commitments in minimum increments Loan as described below, up to a maximum of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; 350,000,000 provided that (i) each Augmenting Lender, shall be subject to the approval neither a Potential Default or Event of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective Default under this paragraph unless, (i) on Agreement shall have occurred and then be continuing at the proposed date of the effectiveness time of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the representations and warranties of Section 7 are true and correct at the time of such increase and (iii) Guarantor complies with the Minimum Net Worth and Liquidity requirements set forth in Section 8.10 at the time of such increase. Borrower shall exercise such right by (a) delivering to Lender 60 days prior written Notice of its intent to increase the Loan, which Notice shall be deemed accompanied by (1) the Expansion Fee, and (2) payment of all reasonable costs and expenses that Lender and Servicer incur in connection with such increase, including, but not limited to, Attorneys’ Fees and Costs, and (b) executing and where appropriate acknowledging (1) amendments to have repaid the Loan Documents, in form and reborrowed all outstanding Revolving Credit Loans substance reasonably acceptable to Lender, as of Lender deems reasonably necessary to evidence the date of any increase in the Revolving Credit Commitments Loan and to increase the amount of coverage under Lender’s existing title insurance policies, and (with such reborrowing 2) any other amendments or agreements deemed reasonably necessary by Lender. All amendments referred to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (iib)(1) of the immediately preceding sentence shall be accompanied prepared by payment Lender’s counsel and delivered to Borrower within a reasonable period of time following Borrower’s Notice to Lender under clause (a) of the preceding sentence. Upon Borrower’s compliance with all accrued interest on of the provisions in this Section, the Loan (as to any future Base Rate Borrowing Tranches) shall be increased to the amount prepaid and, in respect selected by Borrower (the “Expansion Amount”). The minimum amount of each LIBOR Loan, increase in the Loan requested by Borrower pursuant to this Section shall be subject to indemnification by the Borrower pursuant $25,000,000 (“Minimum Expansion Amount”). Subject to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in 2.4.1 and this Section 2.15 2.4.3, the Borrower shall constitutehave an unlimited number of expansion options, or otherwise be deemed to be, a commitment on but in no event shall the part number of requested increases by Borrower exceed 2 within any Lender to increase its Revolving Credit Commitment hereunder12 month period.
Appears in 1 contract
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit total Dollar Tranche Commitments or the total Multicurrency Tranche Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000250,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis) with the covenant covenants contained in Section 9.3 6.11 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments of any Class or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other LendersLenders of such Class, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s 's portion of the outstanding Revolving Credit Loans of such Class of all the Lenders to equal its Revolving Credit Commitment Dollar Tranche Percentage or Multicurrency Tranche Percentage, as applicable, of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans of such Class as of the date of any increase in the Revolving Credit Commitments of such Class (with such reborrowing to consist of the Types of Revolving Credit LoansLoans of such Class, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time. No Lender shall be committed to increase its Commitment and/or to provide any portion of any Incremental Term Loans in respect of any exercise by the Borrower pursuant to this Section 2.20 without the consent of such Lender.
Appears in 1 contract
Expansion Option. The Borrower Harley may from time to time elect to increase the Revolving Credit Commitments Aggregate Commitment or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000, so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000325,000,000. The Borrower Harley may arrange for any such increase or tranche to be provided by one or more Syndicated Global Lenders (each Syndicated Global Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, Lender shall be subject to the approval of Harley, the Borrower, each Letter of Credit Issuer Global Administrative Agent and the Administrative Agent Global Swing Line Lender (not to be unreasonably withheld, conditioned or delayed) and (ii) (x) in the case of an Increasing Lender, the Borrower Harley and such Increasing Lender execute an agreement substantially in the form of Exhibit G F-1 hereto, and (y) in the case of an Augmenting Lender, the Borrower Harley and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F-2 hereto. No consent of any Syndicated Global Lender (other than the Syndicated Global Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments the Aggregate Commitment or Incremental Term Loan pursuant to this Section 2.152.4(b). Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.4(b) shall become effective on the date agreed by the BorrowerHarley, the Global Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Global Administrative Agent shall notify each Syndicated Global Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments Aggregate Commitment (or in the Revolving Credit Commitment of any Syndicated Global Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent no event shall have received occurred and then be continuing which constitutes a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 Default or Unmatured Default and (ii) the Global Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Closing Date as to the organizational power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increaseincrease or Incremental Term Loans, as the case may be. On the effective date of any increase in the Revolving Credit CommitmentsAggregate Commitment or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Global Administrative Agent such amounts in immediately available funds as the Global Administrative Agent shall determine, for the benefit of the other Syndicated Global Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Syndicated Global Lenders, each Syndicated Global Lender’s portion of the outstanding Revolving Credit Syndicated Global Loans of all the Syndicated Global Lenders to equal its Revolving Credit Commitment Percentage Pro Rata Share of such outstanding Revolving Credit Syndicated Global Loans, and (ii) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Syndicated Global Loans as of the date of any increase in the Revolving Credit Commitments Aggregate Commitment (with such reborrowing to consist of the Types of Revolving Credit Syndicated Global Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or Harley on behalf of the applicable Borrower, in accordance with the requirements of Section 2.9Sections 2.5 and 2.6). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount deemed prepaid and, in respect of each LIBOR Eurocurrency Rate Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 3.4 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Syndicated Global Loans, (b) shall have a maturity date that is no earlier than the scheduled Termination Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Syndicated Global Loans; provided, however, that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the scheduled Termination Date in effect on the date such Incremental Term Loans are made may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after such scheduled Termination Date, and (ii) the Incremental Term Loans may be priced differently than the other Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Global Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Syndicated Global Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Global Administrative Agent, to effect the provisions of this Section 2.4(b). If any fee shall be charged by the Lenders in connection with any such increase in the Aggregate Commitment and/or Incremental Term Loans, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Global Administrative Agent to Harley. No less than two (2) Business Days prior to the effective date of the increase of the Aggregate Commitment and/or Incremental Term Loans, the Global Administrative Agent shall notify Harley of the amount of the fee to be charged by the Lenders, and Harley may, at least one (1) Business Day prior to such effective date, cancel its request for the commitment increase and/or Incremental Term Loans. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment and/or Incremental Term Loans, the Global Administrative Agent shall promptly advise Harley and each Syndicated Global Lender of the effective date of such increase. Upon the effective date of any increase in the Aggregate Commitment or Incremental Term Loan that is supported by an Augmenting Lender, such Augmenting Lender shall be a party to this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder. Nothing contained in this Section 2.15 herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Syndicated Global Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
Appears in 1 contract
Expansion Option. (a) The Borrower Company may from time to time after the Closing Date elect to increase the U.S. Revolving Credit Commitments, Alternative Currency Revolving Commitments or any Extended Revolving Commitments (“Increased Commitments”) or enter into one or more tranches of term loans denominated in minimum increments Dollars (each, an “Incremental Term Loan”), in each case in an aggregate principal amount of not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree) 20,000,000 so long as, after giving effect thereto, the aggregate amount of all such increases Increased Commitments and all such Incremental Term Loans (other than Refinancing Term Loans), when taken together with the aggregate principal amount of Incremental Substitute Indebtedness does not exceed the greater of (A) $50,000,000150,000,000 and (B) any other amount so long as on a Pro Forma Basis (and assuming all Increased Commitments were fully drawn) the Senior Secured Net Leverage Ratio as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time would not exceed 2.50 to 1.0. The Borrower Company may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its U.S. Revolving Credit Commitment, Alternative Currency Revolving Commitments or Extended Revolving Commitment, or to participate in such Incremental Term Loan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing U.S. Revolving Credit Commitment, Alternative Currency Revolving Commitments or Extended Revolving Commitment, or to participate in such Incremental Term Loan, or extend U.S. Revolving Commitments, Alternative Currency Revolving Commitments or provide new Extended Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender, ) shall be subject to the approval of the Borrower, each Letter of Credit Issuer Company and the Administrative Agent and (ii) (x) and, in the case of an Increasing LenderIncreased Commitment, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld or delayed). Without the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (Lenders other than the relevant Increasing Lenders participating or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the increase) shall be required for any increase in Revolving Credit Commitments pursuant reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.152.19. Increases of U.S. Revolving Commitments, Alternative Currency Revolving Commitments and Extended Revolving Commitment and new Revolving Credit Commitments Incremental Term Loans created pursuant to this Section 2.15 2.19 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the U.S. Revolving Credit Commitments, Alternative Currency Revolving Commitments (or in the Extended Revolving Credit Commitment of any Lender) Commitments or Incremental Term Loans shall become effective be permitted under this paragraph unless, unless (i) on the proposed date of the effectiveness of such increaseincrease in the U.S. Revolving Commitments, (A) Alternative Currency Revolving Commitments or Extended Revolving Commitments or borrowing of such Incremental Term Loan, the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 Company and (ii) the Administrative Agent Company shall have received documents and opinions consistent be in compliance, calculated on a Pro Forma Basis (assuming for this purpose that all Increased Commitments were fully drawn), with those delivered on the effective date covenants contained in Section 6.09 as to the organizational power and authority of the Borrower last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to borrow hereunder after giving effect Section 5.01(a) or (b) prior to such increasetime. On the effective date of any increase in the U.S. Revolving Credit Commitments, Alternative Currency Revolving Commitment or Extended Revolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the Borrower case of any Incremental Term Loans, if, on the date of such increase, there are any Revolving Loans of the applicable Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be deemed prepaid to have repaid the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and reborrowed Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Credit Loans as of the date such Class owing to each Lender with a Revolving Commitment of such Class is equal to such Lender’s pro rata share (after giving effect to any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made nonratable Increased Commitment pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.this
Appears in 1 contract
Samples: Credit Agreement (Dole Food Co Inc)
Expansion Option. The Borrower Parent may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000125,000,000. The Borrower Parent may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new to participate in such Incremental Term Loans, or extend Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Parent and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower Parent and such Increasing Lender execute an agreement substantially in the form of Exhibit G D hereto, and (y) in the case of an Augmenting Lender, the Borrower Parent and such Augmenting Lender execute an agreement substantially in the form of Exhibit H E hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loans pursuant to this Section 2.152.21. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.21 shall become effective on the date agreed by the BorrowerParent, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph Section 2.21 unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower Parent and (B) the Borrower Borrowers shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 Sections 6.11, 6.12, 6.13 and 6.14 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the BorrowerParent, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.21. Nothing contained in this Section 2.15 2.21 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
Appears in 1 contract
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000200,000,000 (in addition to the principal amount of the Aggregate Commitment on the Effective Date). The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.12 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder2.20.
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Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000125,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) Holdings and the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.12 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
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Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent (such approvals of the Borrower and the Administrative Agent not to be unreasonably withheld or delayed) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.12 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
Appears in 1 contract
Samples: Credit Agreement (Superior Industries International Inc)
Expansion Option. The Borrower Xxxxxx may from time to time elect to increase the Revolving Credit Commitments Aggregate Commitment or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000, so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000325,000,000. The Borrower Xxxxxx may arrange for any such increase or tranche to be provided by one or more Syndicated Global Lenders (each Syndicated Global Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, Lender shall be subject to the approval of Harley, the Borrower, each Letter of Credit Issuer Global Administrative Agent and the Administrative Agent Global Swing Line Lender (not to be unreasonably withheld, conditioned or delayed) and (ii) (x) in the case of an Increasing Lender, the Borrower Harley and such Increasing Lender execute an agreement substantially in the form of Exhibit G F-1 hereto, and (y) in the case of an Augmenting Lender, the Borrower Harley and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F-2 hereto. No consent of any Syndicated Global Lender (other than the Syndicated Global Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments the Aggregate Commitment or Incremental Term Loan pursuant to this Section 2.152.4(b). Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.4(b) shall become effective on the date agreed by the BorrowerXxxxxx, the Global Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Global Administrative Agent shall notify each Syndicated Global Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments Aggregate Commitment (or in the Revolving Credit Commitment of any Syndicated Global Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent no event shall have received occurred and then be continuing which constitutes a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 Default or Unmatured Default and (ii) the Global Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Closing Date as to the organizational power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increaseincrease or Incremental Term Loans, as the case may be. On the effective date of any increase in the Revolving Credit CommitmentsAggregate Commitment or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Global Administrative Agent such amounts in immediately available funds as the Global Administrative Agent shall determine, for the benefit of the other Syndicated Global Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Syndicated Global Lenders, each Syndicated Global Lender’s portion of the outstanding Revolving Credit Syndicated Global Loans of all the Syndicated Global Lenders to equal its Revolving Credit Commitment Percentage Pro Rata Share of such outstanding Revolving Credit Syndicated Global Loans, and (ii) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Syndicated Global Loans as of the date of any increase in the Revolving Credit Commitments Aggregate Commitment (with such reborrowing to consist of the Types of Revolving Credit Syndicated Global Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or Harley on behalf of the applicable Borrower, in accordance with the requirements of Section 2.9Sections 2.5 and 2.6). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount deemed prepaid and, in respect of each LIBOR Eurocurrency Rate Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 3.4 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained The Incremental Term Loans (a) shall rank pari passu in this Section 2.15 right of payment with the Syndicated Global Loans, (b) shall constitute, or otherwise be deemed have a maturity date that is no earlier than the scheduled Termination Date (but may have amortization prior to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.such date) and
Appears in 1 contract
Samples: 5 Year Credit Agreement
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000400,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new to participate in such Incremental Term Loans, or extend Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date (any such date, an “Increase Date”) agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.10 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the latest Maturity Date at such time (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the latest Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the latest Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
Appears in 1 contract
Expansion Option. (a) The Borrower Borrowers may from time to time after the Restatement Effective Date elect to increase the Revolving Credit Commitments or any Extended Commitments (the “Increased Commitments”), in minimum increments an aggregate principal amount of not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, as after giving effect thereto, the aggregate amount of all such increases Increased Commitments does not exceed the sum of (i) $50,000,000750,000,000, plus (ii) an unlimited amount so long as on a Pro Forma Basis (assuming for this purpose that all Increased Commitments were fully drawn) the Consolidated Net Leverage Ratio is no greater than 4.00 to 1.00 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b); provided that Increased Commitments may be incurred under clauses (i) and (ii) above, and proceeds for any such incurrence may be utilized in a single transaction by first calculating the incurrence under clause (ii) above, and the aggregate amount of all such Increased Commitments may, subject to the conditions set forth in this Section 2.19 (including, without limitation, compliance with the covenants contained in Section 6.09 on a Pro Forma Basis), be an unlimited amount . The applicable Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit CommitmentCommitment or Extended Commitments, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments or Extended Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender, ) shall be subject to the approval of the Borrower, each Letter of Credit Issuer applicable Borrower and the Administrative Agent and (ii) (x) and, in the case of an Increasing LenderIncreased Commitment, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld or delayed). Without the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (Lenders other than the relevant Increasing Lenders participating or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the increase) shall be required for any increase in Revolving Credit Commitments pursuant reasonable opinion of the Administrative Agent and the applicable Borrower, to effect the provisions of this Section 2.15Section 2.19. Increases of Revolving Commitments and new Revolving Credit Extended Commitments created pursuant to this Section 2.15 Section 2.19 shall become effective on the date agreed by the applicable Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) Extended Commitments shall become effective be permitted under this paragraph unless, Section 2.19 unless (i) on the proposed date of the effectiveness of such increase, (A) increase in the Revolving Commitments or Extended Commitments the conditions set forth in paragraphs (aclauses (a) and (b(b) of Section 6.2 Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and Company, (ii) the Administrative Agent shall have received such opinions and other certificates and documents as it may reasonably request and opinions consistent (iii) the Company shall be in compliance, calculated on a Pro Forma Basis (assuming for this purpose that all Increased Commitments were fully drawn), with those delivered on the effective date covenants contained in Section 6.09 as to the organizational power and authority of the Borrower last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to borrow hereunder after giving effect Section 5.01(a) or (b) prior to such increasetime. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or Extended Commitments (assuming that any Increased Commitments were fully drawn), (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) if, on the Borrower date of such increase, there are any Revolving Loans of the applicable Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be deemed prepaid to have repaid the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and reborrowed Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Credit Loans as of such Class owing to each Lender with a Revolving Commitment of such Class is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans of such Class. The Administrative Agent and the date of any increase Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the Revolving Credit Commitments (with such reborrowing transactions effected pursuant to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9)immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the immediately second preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the applicable Borrower pursuant to the provisions of Section 2.11 Section 2.15 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained The applicable Borrower shall seek commitments in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part respect of any Lender Increased Commitments from existing Lenders or from additional banks, financial institutions and other institutional lenders reasonably acceptable to increase its Revolving Credit Commitment hereunderthe Administrative Agent who will become Lenders in connection therewith.
(b) This Section 2.19 shall override any provisions in Section 9.02 to the contrary.
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Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments in a minimum increments amount of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases the Revolving Commitments does not exceed $50,000,000125,000,000. The Borrower may arrange for any Upon the Borrower’s request, such increase to may be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree selected by the Administrative Agent, in consultation with the Borrower, and willing to increase their existing Revolving Credit Commitments, or provide new extend Revolving Credit Commitments, as the case may be; , provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Administrative Agent and the Administrative Agent Issuing Banks and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 clause shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Revolving Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) ), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 5.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Credit Loans of all the Revolving Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, Borrower in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.18 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.
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Expansion Option. (a) The Borrower Company may from time to time elect to (i) increase the Commitments (each, a “Revolving Credit Commitments Commitment Increase”) and/or (ii) enter into one or more tranches of term loans (each an “Incremental Term Loan” and, together with the Revolving Commitment Increases, the “Incremental Increases”), in each case in a minimum increments amount of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 20,000,000 and in integral multiples of $5,000,000 in excess thereof so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans, in each case incurred after the Effective Date, does not exceed $50,000,000. the Incremental Facilities Limit.
(b) The Borrower Company may arrange for any such increase Incremental Increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitmentsprovide a Commitment, or provide new Revolving Credit Commitmentsto participate in such Incremental Term Loans, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the BorrowerCompany, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) and, solely with respect to an increase in the case Commitments, each Issuing Bank and the Swingline Lender (such consents not to be unreasonably withheld) to the extent any such consent would be required under Section 9.04(b) for an assignment of an Increasing Loans or Commitments, as applicable, to such Augmenting Lender, the Borrower and such . Each proposed Increasing Lender execute an agreement substantially may elect or decline, in the form of Exhibit G heretoits sole discretion, and (y) shall notify the Administrative Agent whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period set forth in the case of any such request shall be deemed to have declined to provide an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H heretoIncremental Increase. No consent of any Lender (other than the Lenders participating in the increaseIncremental Increase) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Incremental Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or and/or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. .
(c) Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) Incremental Increase shall become effective under this paragraph Section 2.20 unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders (which, in the case of an Incremental Term Loan incurred to finance a Limited Condition Acquisition, shall be subject to Section 1.06) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower Company and (B) the Borrower Company shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.11 (which, in the case of an Incremental Term Loan incurred to finance a Limited Condition Acquisition, shall be subject to Section 1.06) and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase. .
(d) On the effective date of any increase in the Revolving Credit CommitmentsIncremental Increase being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the Borrower case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or the Company on behalf of the applicable Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods.
(e) Each Incremental Term Loan (i) shall rank pari passu in right of payment with the Revolving Loans and shall be secured by the Collateral on a pari passu basis with the Revolving Loans, subject to the terms set forth herein, (ii) shall not mature earlier than the Maturity Date (but may have amortization and customary mandatory prepayments prior to such date) (except in the case of customary bridge loans which, subject to customary conditions (including no payment or bankruptcy event of default), would either automatically be converted into or required to be exchanged for permanent refinancing which does not mature prior to the date set forth above), (iii) shall be on terms (including, without limitation, covenants, defaults, guaranties and remedies, but excluding as to interest rate, mandatory prepayments, call protection, redemption premiums, amortization and most favored nation provisions), taken as a whole, no more restrictive or onerous to the Company and its Subsidiaries than the terms applicable to the Revolving Loans, taken as a whole, unless such terms (x) apply only after the Maturity Date or (y) also apply to the Revolving Loans (which may be achieved via an Incremental Amendment without any action or vote of any other Lender) and (iv) may be priced differently than the Revolving Loans.
(f) Each such Revolving Commitment Increase shall have the same terms, including maturity, Applicable Rate and commitment fees, as the Commitments; provided that the Applicable Rate or commitment fees or interest rate floor applicable to any Revolving Commitment Increase may be higher than the Applicable Rate or commitment fees or interest rate floor applicable to the Commitments if the Applicable Rate or commitment fees or interest rate floor applicable to the Commitments are increased to equal the Applicable Rate and commitment fees and interest rate floor applicable to such Revolving Commitment Increase.
(g) Incremental Increases shall be effected pursuant to an amendment or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such Incremental Increase, each Augmenting Lender participating in such Incremental Increase, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement (other than Section 6.11) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
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Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit total Dollar Tranche Commitments or the total Multicurrency Tranche Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000300,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis) with the covenant covenants contained in Section 9.3 6.11 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments of any Class or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other LendersLenders of such Class, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of such Class of all the Lenders to equal its Revolving Credit Commitment Dollar Tranche Percentage or Multicurrency Tranche Percentage, as applicable, of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans of such Class as of the date of any increase in the Revolving Credit Commitments of such Class (with such reborrowing to consist of the Types of Revolving Credit LoansLoans of such Class, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time. No Lender shall be committed to increase its Revolving Commitment and/or to provide any portion of any Incremental Term Loans in respect of any exercise by the Borrower pursuant to this Section 2.20 without the consent of such Lender.
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Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”; and together with any increase in the Revolving Commitments pursuant to this Section 2.22, the “Incremental Facilities”), in each case in a minimum amount of $10,000,000 and in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 in excess thereof so long as, after giving effect thereto, the aggregate amount of such increases all Incremental Facilities does not exceed $50,000,000100,000,000 (the “Incremental Cap”). The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.22. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.22 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) at the conditions set forth time of such incurrence, no Default or Event of Default shall have occurred and be continuing before or after giving effect to such incurrence (provided that, solely with respect to any Incremental Term Loans incurred in paragraphs connection with a Limited Condition Acquisition, such condition may (asubject to Section 1.09), at the election of the Borrower, be satisfied so long as (x) there is no Event of Default that has occurred and is continuing as of the LCA Test Date before or after giving effect to such Limited Condition Acquisition, such Incremental Facilities and the other transactions to be consummated in connection therewith and (y) there is no Event of Default under Section 7.0(a), (b), (h) or (i) as of the date of such incurrence and after giving effect to such Incremental Facilities, the Limited Condition Acquisitions and the other transactions consummated in connection therewith), (B) the representations and warranties of the Loan Parties in the Loan Documents shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of incurrence (except to the extent that any such representations and warranties are made as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and as of such earlier date) (provided that, solely with respect to any Incremental Term Loans incurred in connection with a Limited Condition Acquisition, such condition may (subject to Section 1.09), at the election of the Borrower, be limited to customary “certain funds” provisions reasonably acceptable to the Administrative Agent) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (BC) the Borrower shall be in compliance (on a Pro Forma Basis and assuming that all commitments in respect of the relevant Indebtedness have been fully drawn, but disregarding any proceeds thereof for purposes of calculating the Total Net Leverage Ratio) with the covenant covenants contained in Section 9.3 6.11 (and for any period prior to March 31, 2024, calculating such covenants as if they were being calculated as such covenants would be in effect for the fiscal quarter ending March 31, 2024) and (ii) the Administrative Agent shall have received (x) documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increaseincrease or Incremental Term Loans and (y) reaffirmations from the Loan Parties. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Term Benchmark Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) or have a weighted average life to maturity shorter than the weighted average life of the then outstanding Term Loans with the longest weighted average life to maturity (other than as necessary to make such Incremental Term Loans fungible with such outstanding Term Loans) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans, as applicable; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently (whether in the form of interest rate margin, upfront fees, original issue discount, call protection or otherwise) than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.22. Nothing contained in this Section 2.15 2.22 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
Appears in 1 contract
Samples: Credit Agreement (Grindr Inc.)
Expansion Option. The Borrower Landlord presently intends, but shall have no obligation other than as expressly provided in this Section with respect to Building B, to develop at least three additional buildings in the Project, identified as Buildings B (consisting of buildings B-1 and B-2), C and D, substantially as shown on the Site Plan. Landlord hereby grants Tenant the right and option to lease all or a portion of Building B on the terms and conditions provided in this Section. Landlord agrees that it shall construct Building B, if at all, after the construction of the Premises (Building A), Building C and Building D, unless the earlier construction of Building B is requested by Tenant pursuant to the exercise of its expansion option provided in this Section. Following the construction of Buildings A, C and D, Landlord may from construct all or a portion of Building B at any time (Landlord agrees that if only a portion of Building B is so constructed, Landlord will construct Building B-2 before constructing Building B-1), and shall have no obligation to wait for Tenant to exercise its expansion option with respect thereto. If Landlord constructs or proposes to construct all or a portion of Building B absent Tenant's exercise of its expansion rights hereunder, such portion of Building B to be so constructed shall nevertheless be subject to Tenant's right of first offer set forth in Section 33 below. If Landlord constructs only a portion of Building B prior to Tenant's exercise, if any, of its expansion rights, Tenant's expansion option under this Section 32 shall continue with respect to the remainder (i.e. unconstructed portion) of Building B. Tenant shall have the option at any time to cause Landlord to construct Building B, and lease the "Building B Expansion Space" to Tenant, if all of the following conditions are met:
(a) There is not then existing any monetary default (beyond any applicable notice and cure period in this Lease) or default described in Section 26(a)(iv);
(b) Tenant is then leasing all or substantially all of Building A, Tenant is not planning to vacate, assign or sublet any of the space in Building A at the time elect Tenant expands into Building B.
(c) Tenant delivers to Landlord written notice exercising its right to Lease the Building B Expansion Space, which notice shall specify the rentable square footage in Building B that Tenant is committing to Lease. Said notice shall not specify less than 25,000 rentable square feet. Moreover, said notice shall not specify more than 50,000 rentable square feet unless Tenant, in such notice, elects to expand into all of Building B. Landlord presently contemplates that Building B will contain approximately 80,000 rentable square feet. If Landlord decides to increase the Revolving Credit Commitments size of Building B in minimum increments excess of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto80,000 rentable square feet, the aggregate 50,000 ceiling noted above shall be increased by the amount of such increases does excess. In no event, however, shall Landlord be required to construct more than the actual rentable square footage committed to by Tenant in Tenant's notice of exercise. If Tenant timely exercises the Building B Expansion Space option as provided above, Landlord and Tenant shall enter into a lease of the Building B Expansion Space containing the following terms:
(a) Landlord will be obligated to construct the Building B base building and related site improvements, including parking areas and driveways, within 9 months of the date such lease is entered into by Landlord and Tenant, subject only to delays outside of the reasonable control of Landlord. Building B shall be of a type and quality comparable to Building A so as to keep the relative cost (adjusted for changes in the costs of labor and materials) per rentable square foot of Building B comparable to that of Building A.
(b) The term of the lease for the Building B Expansion Space shall not exceed $50,000,000be less than five (5) years, commencing upon the substantial completion of Landlord's construction of the Building B Expansion Space. The Borrower may arrange If less than 5 years remains on the Term of this Lease (including any extension options exercised by Tenant as of the commencement date of the lease for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”the Building B Expansion Space), then the Term of this Lease (Section 36 [Tenant's Option to Terminate] notwithstanding) shall be extended so that this Lease shall be co-terminus with the term of the lease for the Building B Expansion Space. If the Term is so extended, any unexercised and unexpired options to extend the Term under Section 31 shall be pushed out so that the full extension term, if exercised, would commence as of the expiration of the Term or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitmentsextended Term, as the case may be; provided that , as extended pursuant to this subsection (b). If such extension term, as pushed back, goes beyond lease year 19, Minimum Annual Rent for subsequent lease years shall continue to increase at 2% per annum. For example, if Tenant entered into a five-year lease for the Building B Expansion Space commencing at the beginning of year eight of the ten-year initial Term of this Lease, the Term of this Lease would be extended through year twelve, and the first three-year extension term would commence, if exercised, at the beginning of year thirteen (and the scheduled rental rates under Section 31 for years 13 through 15 would apply to the first extension term).
(c) The Annual Minimum Rent for the first lease year shall be an amount equal to the product of (i) each Augmenting Lenderthe "Expansion Building Costs" (as defined below), shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed multiplied by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date "Finance Rate" (as defined below), appropriately apportioned to the organizational power and authority Building B Expansion Space based on Tenant's Proportionate Share if the Building B Expansion Space does not include 100% of the Borrower to borrow hereunder after giving effect to such increasebuilding constructed. On the effective date of any increase in the Revolving Credit Commitments, (i) The Annual Minimum Rent for each relevant Increasing Lender and Augmenting Lender shall make available lease year subsequent to the Administrative Agent such amounts in immediately available funds as the Administrative Agent first lease year shall determine, for the benefit be an amount equal to 102% of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of scheduled Annual Minimum Rent for the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderlease year.
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Expansion Option. (a) Provided that (1) Tenant shall not be in default under the Lease; (2) the Lease shall not have been assigned or sublet or transferred by Tenant to any other party except to an Affiliate; (3) Landlord has received written notice from Tenant no later than October 1, 2000 in which Tenant exercises the expansion option set forth herein; and (4) such expansion option and such notice ("Tenant's Election Notice") specifies the amount of space that Tenant elects to lease which expansion space must be at least an additional 53,544 square feet, then Tenant shall have the one time exclusive right to lease up to approximately 178,480 square feet of additional warehouse space contiguous to the Premises (the "Expansion Space"). The Borrower may from time building comprised of approximately 178,480 square feet of additional space shall be referred to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree"Expansion Building."
(b) so long as, after giving effect thereto, In the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided event that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) all the conditions set forth in paragraphs herein are not met or if Landlord does not receive Tenant's Election Notice on or before October 1, 2000, then this Expansion Option shall be deemed null and void and Landlord shall be free to lease all or any portion of the Expansion Building to any party. In the event that Tenant elects to lease the Expansion Space pursuant to the terms set forth herein, and such Expansion Space is less than all of the Expansion Building, then Landlord shall be free to lease the balance of such Expansion Building to any party.
(ac) The Expansion Space shall not exceed approximately 178,480 square feet. The specifications of the Expansion Building shall be of equal or better quality than those of the Building, shall contain warehouse improvements comparable to those in, on, and around the Building (bincluding but not limited to, Expansion Building power distribution, dock levelers, dock seals, and dock lights), and shall contain office space equal to three percent (3%) of Section 6.2 the amount of expansion warehouse space (but in no event more than 3,000 square feet of office space) in addition to men's and women's restrooms comparable to the existing offices and restrooms in the Building. Landlord at Landlord's sole cost and expense, shall be satisfied or waived by build and deliver turnkey Expansion Space to Tenant. Landlord shall construct the Required Lenders Expansion Space and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be all improvements therein in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.Requirements taking into consideration the
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Expansion Option. (a) The Borrower may from time to time after the Restatement Effective Date elect to increase the Revolving Credit Commitments or any Extended Revolving Commitments (“Increased Commitments”) or enter into one or more tranches of term loans (each, an “Incremental Term Loan”), in minimum increments each case in an aggregate principal amount of not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of all such increases Increased Commitments and all such Incremental Term Loans (other than Refinancing Term Loans) established following the Restatement Effective Date does not exceed $50,000,0001,000,000,000 (for the avoidance of doubt, excluding the Tranche A Term Loans made pursuant to the New Tranche A Term Commitments). The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment or Extended Revolving Commitment, or to participate in such Incremental Term Loan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit CommitmentsCommitment or Extended Revolving Commitment, or provide new to participate in such Incremental Term Loan, or extend Revolving Credit Commitments or Extended Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender, ) shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) and, in the case of an Increasing LenderIncreased Commitment, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld). Without the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (Lenders other than the relevant Increasing Lenders participating or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the increase) shall be required for any increase in Revolving Credit Commitments pursuant reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.152.19. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.19 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Extended Revolving Credit Commitment of any Lender) Commitments or Incremental Term Loan shall become effective be permitted under this paragraph unless, unless (i) on the proposed date of the effectiveness of such increaseincrease in the Revolving Commitments or Extended Revolving Commitments or borrowing of such Incremental Term Loan, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (Bii) the Borrower (x) Parent shall be in compliance compliance, calculated on a Pro Forma Basis with the covenant contained in Section 9.3 6.09 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time and (iiy) on a Pro Forma Basis, the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Consolidated Senior Leverage Ratio would be less than or equal to 2.0 to 1.0 as to the organizational power and authority of the Borrower last day of the most recent fiscal quarter of Parent for which financial statements have been delivered pursuant to borrow hereunder after giving effect to such increaseSection 5.01(a) or (b). On the effective date of any increase in the Revolving Credit CommitmentsCommitments or Extended Revolving Commitments or any Incremental Term Loans being made (assuming that any Increased Commitments were fully drawn), (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the Borrower case of any Incremental Term Loans, if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be deemed prepaid to have repaid the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and reborrowed Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Credit Loans as owing to each Lender with a Revolving Commitment is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans. The Administrative Agent and the date of any increase Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the Revolving Credit Commitments (with such reborrowing transactions effected pursuant to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9)immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.15 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part The terms of any Lender Incremental Term Loans shall be as set forth in the amendment to increase its Revolving Credit Commitment this Agreement providing for such Incremental Term Loans; provided that (i) the final maturity date of any Incremental Term Loans shall be no earlier than the Term Loan A Maturity Date, (ii) the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Tranche A Term Loans (or, if no Tranche A Term Loans are outstanding at such time, the Tranche B Term Loans), (iii) Incremental Term Loans shall not participate on a greater than pro rata basis with the Tranche A Term Loans or Tranche B Term Loans in any optional or mandatory prepayment hereunder, (iv) the provisions with respect to payment of interest, original issue discount and upfront fees shall be as set forth in the amendment providing for such Incremental Term Loans; provided that if (x) the Yield of any Incremental Term Loans (other than Refinancing Term Loans) exceeds the Yield of the Tranche B Term Loans and/or (y) the Yield of any Incremental Term Loans with a final maturity prior to the Term Loan B Maturity Date or a Weighted Average Life to Maturity that is shorter than the then remaining Weighted Average Life to Maturity of the Tranche B Term Loans exceeds the Yield of the Tranche A Term Loans by more than 50 basis points, then the Applicable Rate for the applicable Term Loans specified in the foregoing clauses (x) and/or (y) shall be increased to the extent required so that the Yield of such Class or Classes of Term Loans is equal to the Yield of such Incremental Term Loans minus 50 basis points and (v) all other terms applicable to such Incremental Term Loans (other than provisions specified in clauses (i) through (iv) above) shall be the same as the terms of the then outstanding Tranche A Term Loans and Tranche B Term Loans except to the extent such covenants and other terms apply solely to any period after the Term Loan B Maturity Date.
(b) This Section 2.19 shall override any provisions in Section 9.02 to the contrary.
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Expansion Option. The Borrower may from time to time elect after the Closing Date and not less than thirty (30) days prior to the end of the Availability Period, at its sole cost, expense and effort, request any one or more of the Lenders having a Commitment to increase its Commitment Amount (the decision to increase the Revolving Credit Commitments Commitment Amount of a Lender to be within the sole and absolute discretion of such Lender), or request any other Eligible Assignee reasonably satisfactory to the Administrative Agent to increase its Commitment Amount, and request the Issuing Bank to provide a new Commitment (each such requested commitment an “Incremental Commitment”), by submitting to the Administrative Agent a Commitment Increase Supplement, substantially in the form of Exhibit 2.15, duly executed by the Borrower and each such Lender or other Eligible Assignee (each, an “Incremental Lender”). In each case, such Incremental Commitment shall be in a minimum amount of $25,000,000 and increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 in excess thereof so long as, after giving effect thereto, the aggregate amount of such increases does Aggregate Commitments do not exceed $50,000,0001,250,000,000. The Borrower may arrange Nothing in this Agreement shall be construed to obligate the Administrative Agent, Arrangers or any Lender to negotiate for (whether or not in good faith), solicit, provide, or consent to any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or Commitments. Each Incremental Commitment shall become effective on a date agreed by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lendereach, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G heretoa “Commitment Increase Date”), and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) which shall be required for in any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective case on or after the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders of satisfaction or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived waiver by the Required Lenders of the conditions precedent set forth in Section 4.03 and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Borrower. The Administrative Agent shall have received documents notify the Lenders and opinions consistent with those delivered the Borrower, on or before 1:00 p.m. on the effective date as to the organizational power and authority day following a Commitment Increase Date of the Borrower to borrow hereunder after giving effect to effectiveness of such increaseincrease in Commitments and shall record in the Register all applicable additional information in respect of such increase in Commitments. On the effective date Commitment Increase Date, each Incremental Lender participating in such Incremental Commitments shall be deemed to purchase and assume from each existing Lender having Loans and participations in Letters of any increase in the Revolving Credit Commitmentsoutstanding on such Commitment Increase Date, (i) each relevant Increasing Lender without recourse or warranty, an undivided interest and Augmenting Lender shall make available participation, to the Administrative Agent extent of such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit Lender’s Applicable Percentage of the other Lenders, as being required in order to cause, new Commitments (after giving effect to such increase in Commitments), in the aggregate outstanding Loans and participations in Letters of Credit, so as to ensure that, on the use of such amounts to make payments Commitment Increase Date after giving effect to such other Lendersincrease in Commitments, each Lender’s portion Lender is owed only its Applicable Percentage of the Loans and participations in Letters of Credit outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit on such Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderIncrease Date.
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Samples: June Maturity Credit Agreement (Tennessee Valley Authority)
Expansion Option. The Borrower Holdings may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed the sum of (i) $50,000,00060,000,000 plus (ii) the aggregate principal amount of Term Loans repaid as of the date of such election. The Borrower Holdings may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new to participate in such Incremental Term Loans, or extend Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Holdings and the Administrative Agent (such approvals not to be unreasonably withheld or delayed) and (ii) (x) in the case of an Increasing Lender, the Borrower Holdings and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower Holdings and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loans pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the BorrowerHoldings, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower Holdings and (B) the Borrower Holdings shall be in compliance (on a Pro Forma Basis) with the covenant covenants contained in Section 9.3 6.11 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, applicable Borrower in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche (if any), each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
Appears in 1 contract
Expansion Option. The Borrower may from time to time elect after the Closing Date and not less than thirty (30) days prior to the end of the Availability Period, at its sole cost, expense and effort, request any one or more of the Lenders having a Commitment to increase the Revolving Credit Commitments amount of the Lender’s Commitment (the “Commitment Amount”) (the decision to increase the Commitment Amount of a Lender to be within the sole and absolute discretion of such Lender), request any other Eligible Assignee or new lender reasonably satisfactory to the Administrative Agent and the L/C Issuer (any such Person, a “New Lender”) be added to provide a new Commitment, and request the L/C Issuer to provide a new Commitment (each such requested commitment an “Incremental Commitment”), by submitting to the Administrative Agent a Commitment Increase Supplement, substantially in the form of Exhibit 2.15, duly executed by the Borrower and each such Lender or other Eligible Assignee or New Lender or L/C Issuer (each, an “Incremental Lender”). In each case, such Incremental Commitment shall be in a minimum amount of $5,000,000 and increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 1,000,000 in excess thereof so long as, after giving effect thereto, the aggregate amount of such increases does Aggregate Commitments do not exceed $50,000,000200,000,000. The Borrower may arrange Nothing in this Agreement shall be construed to obligate the Administrative Agent, Arrangers, the L/C Issuer or any Lender to negotiate for any such increase to be provided by one (whether or more Lenders (each Lender so agreeing to an increase not in its Revolving Credit Commitment, an “Increasing Lender”good faith), or by one or more new bankssolicit, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitmentsprovide, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject consent to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15Commitments. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 Each Incremental Commitment shall become effective on the a date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders L/C Issuer (each, a “Commitment Increase Date”), which shall be in any case on or Augmenting Lenders, and after the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied satisfaction or waived waiver by the Required Lenders of the conditions precedent set forth in Section 4.03, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Borrower. The Administrative Agent shall have received documents notify the Lenders and opinions consistent with those delivered the Borrower, on or before 1:00 p.m. on the effective date as to the organizational power and authority day following a Commitment Increase Date, of the Borrower to borrow hereunder after giving effect to effectiveness of such increaseincrease in Commitments and shall record in the Register all applicable additional information in respect of such increase in Commitments. On the effective date Commitment Increase Date, each Incremental Lender participating in such Incremental Commitments shall be deemed to purchase and assume from each existing Lender having Loans and participations in Letters of any increase in the Revolving Credit Commitmentsoutstanding on such Commitment Increase Date, (i) each relevant Increasing Lender without recourse or warranty, an undivided interest and Augmenting Lender shall make available participation, to the Administrative Agent extent of such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit Lender’s Applicable Percentage of the other Lenders, as being required in order to cause, new Commitments (after giving effect to such increase in Commitments), in the aggregate outstanding Loans and participations in Letters of Credit, so as to ensure that, on the use of such amounts to make payments Commitment Increase Date after giving effect to such other Lendersincrease in Commitments, each Lender’s portion Lender is owed only its Applicable Percentage of the Loans and participations in Letters of Credit outstanding Revolving Credit Loans of all on such Commitment Increase Date. In connection with the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loansforegoing, it is understood and (ii) agreed that the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as require the written consent of the date L/C Issuer in connection with any Incremental Commitment and that the Letter of Credit Sublimit shall be automatically increased in an amount necessary such that after giving effect to any increase in Incremental Commitment the Revolving Letter of Credit Commitments (with such reborrowing to consist Sublimit is not less than 25% of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderAggregate Commitments.
Appears in 1 contract
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000150,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 5.07 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
Appears in 1 contract
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000150,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G B hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H C hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower Holdings and (B) the Borrower Holdings shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.14 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date), and (c) shall otherwise be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders or Loan Parties, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Revolving Commitments or Incremental Term Loans pursuant to this Section 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000150,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new to participate in such Incremental Term Loans, or extend Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent Agent, which approvals shall not be unreasonably withheld, (ii) no Augmenting Lender shall be the Borrower or any Subsidiary or Affiliate of the Borrower and (iiiii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loans pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.11 and (ii) the Administrative Agent shall have received documents and opinions (including legal opinions) consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20; provided that any such Incremental Term Loan Amendment shall require that any waivers or amendments of Section 4.02 (including the waiver of any Default that has the effect of waiving the conditions in Section 4.02) shall also require the written consent or approval of Lenders having Revolving Credit Exposures and unused Commitments in respect of Revolving Loans representing more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments in respect of Revolving Loans. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
Appears in 1 contract
Samples: Credit Agreement (Par Pharmaceutical Companies, Inc.)
Expansion Option. The Borrower may from time 6.1. Subject to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs this Article, and subject to any other parties’ pre-existing rights with respect to the Expansion Space (as defined below), Tenant shall have the right, but not the obligation, to expand the Premises (the “Expansion Option”) to include approximately seven thousand four hundred eleven (7,411) square feet of Rentable Area on the first (1st) floor of the Building as more particularly shown on the floor plan attached hereto as Exhibit A (the “Expansion Space”).
6.2. Tenant may exercise the Expansion Option by providing Landlord, no later than March 31, 2017 (the “Expansion Notice Deadline”), with written notice that Tenant has elected to exercise the Expansion Option. Within ten (10) days after exercising the Expansion Option, Tenant and Landlord shall enter into a written amendment to the Lease (the “Expansion Amendment”), which amendment shall provide, unless otherwise agreed in writing, (a) and (b) that, subject to Section 6.5 below, the commencement date of Section 6.2 the Expansion Space shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer later of the Borrower and (Bi) the Borrower shall be in compliance with the covenant contained in Section 9.3 July 1, 2017 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder day after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in that Regulus (as defined below) surrenders the Revolving Credit Commitments (with such reborrowing Expansion Space to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, Landlord in accordance with the requirements terms of Section 2.9Regulus’ lease with Landlord, (b) that the Premises shall be increased to include the square feet of Rentable Area of the Expansion Space, (c) the new Base Rent, which Expansion Space Base Rent shall be at the then-current base rental rate per square foot of Rentable Area for the Premises under the Lease (and shall be escalated at the same rate and at the same time as the base rental rate escalations for the Premises), (d) Tenant’s new Pro Rata Share of Operating Expenses based upon the addition of the Expansion Space to the Premises, and (e) the proportionate increase to the Security Deposit such that the Security Deposit is an amount equal to one (1) month of Base Rent for the entire Premises (i.e., the Premises plus the Expansion Space) (which increase shall be payable to Landlord upon execution of the Expansion Amendment). The deemed payments made pursuant In all other respects, this Lease shall remain in full force and effect, and shall (except with regard to clause (iiy) any obligation of Landlord in connection with the Tenant Improvements and the TI Allowance and (z) the first (1st) sentence of Article 5 of the immediately preceding sentence Lease) apply to the Expansion Space. Time shall be accompanied by of the essence as to Tenant’s exercise of the Expansion Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Expansion Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Expansion Option after the Expansion Notice Deadline.
6.3. Notwithstanding anything in this Article to the contrary, Tenant shall not exercise the Expansion Option during such period of time that Tenant is in default under any provision of the Lease. Any attempted exercise of the Expansion Option during a period of time in which Tenant is so in default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the Expansion Option if Landlord has given Tenant two (2) or more notices of default under the Lease, whether or not the defaults are cured, during the twelve (12) month period prior to the date on which Tenant seeks to exercise the Expansion Option.
6.4. Notwithstanding anything in this Lease to the contrary, the Expansion Option shall expire on March 31, 2017.
6.5. Tenant acknowledges that the Expansion Space is currently leased to Regulus Therapeutics Inc. (“Regulus”) and that Regulus’ lease with Landlord for the Expansion Space is currently scheduled to expire on June 30, 2017. Tenant agrees that any Expansion Amendment will provide that in the event of Regulus’ failure to surrender the Expansion Space in accordance with the terms of its lease with Landlord for any reason, then (a) such Expansion Amendment shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and (c) Tenant shall not be responsible for the payment of all accrued interest on the amount prepaid andany Base Rent or Tenant’s Share of Operating Expenses (as defined below), in each case with respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if Expansion Space only, until the deemed payment occurs other than on the last day actual commencement date of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderExpansion Space occurs.
Appears in 1 contract
Samples: Lease (aTYR PHARMA INC)
Expansion Option. The Borrower Company may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000300,000,000. The Borrower Company may arrange for any such increase to be provided by one or more Revolving Lenders (each Revolving Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Company and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower Company and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Revolving Lender (other than the Revolving Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Revolving Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower Company and (B) the Borrower Company shall be in compliance (on a pro forma basis) with the covenant contained in Section 9.3 6.07 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Credit Loans of all the Revolving Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or the Company on behalf of the applicable Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be be, unless waived by any Revolving Lender in its reasonable discretion, subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Revolving Lender to increase its Revolving Credit Commitment hereunder, at any time.
Appears in 1 contract
Samples: Credit Agreement (Coach Inc)
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 10,000,000 (or or, if less than $10,000,000, equal to the total remaining amount available for such lesser amount as the Administrative Agent may agreeincrease) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,00075,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”; it being understood that no Lender shall be obligated to agree to an increase in its Commitment), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, Commitments or provide new Revolving Credit extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the BorrowerBorrower and, each Letter of Credit Issuer and to the extent such consent would be required with regard to an assignment to such Person pursuant to Section 9.04, the Administrative Agent and the Issuing Banks and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G D hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H E hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph Section 2.20 unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.11 and (ii) the Administrative Agent shall have received documents and opinions opinion letters consistent with those delivered on the effective date Restatement Effective Date as to the organizational limited liability company power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Term Benchmark Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.
Appears in 1 contract
Samples: Credit Agreement (Ugi Corp /Pa/)
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit obtain additional Commitments to make incremental Loans hereunder in an initial minimum amount of $50,000,000 and increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 1,000,000 in excess thereof, so long as, after giving effect thereto, the aggregate amount of such increases additional Commitments does not exceed $50,000,000750,000,000. The Borrower may arrange for any such increase additional Commitments to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit additional Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Increasing Lender and each Augmenting Lender, Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G D hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H E hereto. No consent of any Lender (other than the Lenders participating in the increasenew Commitments) shall be required for any increase in Revolving Credit additional Commitments pursuant to this Section 2.152.08. Increases and new Revolving Credit New Commitments created pursuant to this Section 2.15 2.08 shall become effective effective, and such additional Loans pursuant to such Commitments shall be made, on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit additional Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 3.02 shall be satisfied or waived by the Required Lenders Lenders, each Increasing Lender and each Augmenting Lender and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant contained in Section 9.3 Article VII and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On For the effective date avoidance of doubt, any increase Loans incurred in the Revolving Credit Commitments, (i) each relevant Increasing Lender connection with additional Commitments under this Section 2.08 shall rank pari passu in right of payment and Augmenting Lender shall make available have identical terms and conditions as applicable to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order existing Loans (including with respect to cause, after giving effect to such increase maturity and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9pricing). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 2.08 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase provide any additional Commitment hereunder at any time. In connection with any additional Commitments pursuant to this Section 2.08, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent its Revolving Credit Commitment hereundername, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Credit Agreement (Nisource Inc.)
Expansion Option. The Borrower Company may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each, an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000250,000,000. The Borrower Company may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Company and consent to by the Administrative Agent (such consent not to be unreasonably withheld or delayed) and (ii) (x) in the case of an Increasing Lender, the Borrower Company and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower Company and (B) the Borrower Company shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.10 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the Borrower case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or the Company on behalf of the applicable Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan or BA Equivalent Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
Appears in 1 contract
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000100,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new to participate in such Incremental Term Loans, or extend Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loans pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated as of such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.12 and (ii) the Administrative Agent shall have received documents and opinions (to the extent requested by the Administrative Agent) consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
Appears in 1 contract
Samples: Credit Agreement (Angiodynamics Inc)
Expansion Option. The Borrower Landlord presently intends, but shall have no obligation other than as expressly provided in this Section with respect to Building B, to develop at least three additional buildings in the Project, identified as Buildings B (consisting of buildings B-1 and B-2), C and D, substantially as shown on the Site Plan. Landlord hereby grants Tenant the right and option to lease all or a portion of Building B on the terms and conditions provided in this Section. Landlord agrees that it shall construct Building B, if at all, after the construction of the Premises (Building A), Building C and Building D, unless the earlier construction of Building B is requested by Tenant pursuant to the exercise of its expansion option provided in this Section. Following the construction of Buildings A, C and D, Landlord may from construct all or a portion of Building B at any time (Landlord agrees that if only a portion of Building B is so constructed, Landlord will construct Building B-2 before constructing Building B-1), and shall have no obligation to wait for Tenant to exercise its expansion option with respect thereto. If Landlord constructs or proposes to construct all or a portion of Building B absent Tenant’s exercise of its expansion rights hereunder, such portion of Building B to be so constructed shall nevertheless be subject to Tenant’s right of first offer set forth in Section 33 below. If Landlord constructs only a portion of Building B prior to Tenant’s exercise, if any, of its expansion rights, Tenant’s expansion option under this Section 32 shall continue with respect to the remainder (i.e. unconstructed portion) of Building B. Tenant shall have the option at any time to cause Landlord to construct Building B, and lease the “Building B Expansion Space” to Tenant, if all of the following conditions are met:
(a) There is not then existing any monetary default (beyond any applicable notice and cure period in this Lease) or default described in Section 26(a)(iv);
(b) Tenant is then leasing all or substantially all of Building A, Tenant is not planning to vacate, assign or sublet any of the space in Building A at the time elect Tenant expands into Building B.
(c) Tenant delivers to Landlord written notice exercising its right to Lease the Building B Expansion Space, which notice shall specify the rentable square footage in Building B that Tenant is committing to Lease. Said notice shall not specify less than 25,000 rentable square feet. Moreover, said notice shall not specify more than 50,000 rentable square feet unless Tenant, in such notice, elects to expand into all of Building B. Landlord presently contemplates that Building B will contain approximately 80,000 rentable square feet. If Landlord decides to increase the Revolving Credit Commitments size of Building B in minimum increments excess of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto80,000 rentable square feet, the aggregate 50,000 ceiling noted above shall be increased by the amount of such increases does excess. In no event, however, shall Landlord be required to construct more than the actual rentable square footage committed to by Tenant in Tenant’s notice of exercise. If Tenant timely exercises the Building B Expansion Space option as provided above, Landlord and Tenant shall enter into a lease of the Building B Expansion Space containing the following terms:
(a) Landlord will be obligated to construct the Building B base building and related site improvements, including parking areas and driveways, within 9 months of the date such lease is entered into by Landlord and Tenant, subject only to delays outside of the reasonable control of Landlord. Building B shall be of a type and quality comparable to Building A so as to keep the relative cost (adjusted for changes in the costs of labor and materials) per rentable square foot of Building B comparable to that of Building A.
(b) The term of the lease for the Building B Expansion Space shall not exceed $50,000,000be less than five (5) years, commencing upon the substantial completion of Landlord’s construction of the Building B Expansion Space. The Borrower may arrange If less than 5 years remains on the Term of this Lease (including any extension options exercised by Tenant as of the commencement date of the lease for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”the Building B Expansion Space), then the Term of this Lease (Section 36 [Tenant’s Option to Terminate] notwithstanding) shall be extended so that this Lease shall be co-terminus with the term of the lease for the Building B Expansion Space. If the Term is so extended, any unexercised and unexpired options to extend the Term under Section 31 shall be pushed out so that the full extension term, if exercised, would commence as of the expiration of the Term or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitmentsextended Term, as the case may be; provided that , as extended pursuant to this subsection (b). If such extension term, as pushed back, goes beyond lease year 19, Minimum Annual Rent for subsequent lease years shall continue to increase at 2% per annum. For example, if Tenant entered into a five-year lease for the Building B Expansion Space commencing at the beginning of year eight of the ten-year initial Term of this Lease, the Term of this Lease would be extended through year twelve, and the first three-year extension term would commence, if exercised, at the beginning of year thirteen (and the scheduled rental rates under Section 31 for years 13 through 15 would apply to the first extension term).
(c) The Annual Minimum Rent for the first lease year shall be an amount equal to the product of (i) each Augmenting Lenderthe “Expansion Building Costs” (as defined below), shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed multiplied by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date “Finance Rate” (as defined below), appropriately apportioned to the organizational power and authority Building B Expansion Space based on Tenant’s Proportionate Share if the Building B Expansion Space does not include 100% of the Borrower to borrow hereunder after giving effect to such increasebuilding constructed. On the effective date of any increase in the Revolving Credit Commitments, (i) The Annual Minimum Rent for each relevant Increasing Lender and Augmenting Lender shall make available lease year subsequent to the Administrative Agent such amounts in immediately available funds as the Administrative Agent first lease year shall determine, for the benefit be an amount equal to 102% of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of scheduled Annual Minimum Rent for the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderlease year.
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Samples: Lease Agreement (Kroll Inc)
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”) or any combination of such increases and Incremental Term Loans, in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 100,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000600,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Increasing Lender and Augmenting Lender, Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent Agent, the Swingline Lender and each Issuing Bank and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant contained in Section 9.3 6.09 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Term Benchmark Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Financing Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Financing Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Commitments or Incremental Term Loans pursuant to this Section 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act and the Beneficial Ownership Regulation.
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Expansion Option. The Borrower may from (a) Subject to the provisions of this Section 26, Subtenant shall have the continuous and ongoing right of first option to lease Available Additional Space (defined herein) on the terms and conditions hereinafter set forth (the “Expansion Option”). If at any time or times during the Sublease Term Sublessor desires to time elect market any space in the Building for sublease to increase the Revolving Credit Commitments in minimum increments of $25,000,000 any entity that is not a Sublessor Affiliate (or such lesser amount as the Administrative Agent may agreehereafter defined) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing LenderAvailable Additional Space”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; and provided that (i) each Augmenting LenderSubtenant is not in default beyond any applicable notice and cure period set forth herein for curing such default, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) Sublessor does not elect to allow the then-existing subtenant occupying the Available Additional Space to extend the term of its sublease (xwhether or not pursuant to an option contained in such sublease), (iii) Subtenant has not assigned or sublet all or any portion of the Sublet Premises and (iv) there remains, as of the Expansion Space Sublease Commencement Date, at least one (1) year in the case Sublease Term, then, prior to entering into a letter of an Increasing Lenderintent with a prospective subtenant, Sublessor shall send written notice to Subtenant informing it that such space will become available for sublease (the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto“Availability Notice”). No consent of any Lender (other than the Lenders participating in the increase) The Availability Notice shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, specify (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to (the organizational power “Expansion Space Sublease Commencement Date”) that such space will become available for sublease and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loansoccupancy, and (ii) the Borrower base rent (including escalations), and the base year for Operating Expenses and Real Estate Tax Expenses (which shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, determined in accordance with the requirements provisions of this Section 2.9). The deemed payments made pursuant to clause 26, including (i) and (ii) below) (collectively the “Economic Terms”) that Sublessor proposes for the subletting of such Available Additional Space to Subtenant. Space on the sixth (6th) floor of the immediately preceding sentence Building, which Sublessor is currently marketing for sublease, shall not be considered “Available Additional Space” until after the initial subleasing of the sixth (6th) floor. If the Expansion Space Sublease Commencement Date for any sublease of Available Additional Space to Subtenant occurs (i) during the first Sublease Year, then the Annual Base Subrent and Additional Subrent (including the Operating Expenses Base Year and Real Estate Tax Expenses Base Year) shall be accompanied by payment of all accrued interest the then-escalated amounts (on a per rentable square foot basis), and (ii) after the amount prepaid andfirst Sublease Year, in respect of each LIBOR Loan, then the Annual Base Subrent and Additional Subrent shall be subject the fair market value Annual Base Subrent and Additional Subrent, as determined by Sublessor in its good faith judgment, which fair market value shall (x) be calculated as if the term of the sublease for the Available Additional Space were five (5) years, regardless of the actual time remaining in the Sublease Term and (y) shall mean the fair market rental rate per square foot of rentable area of the Sublet Premises that would be agreed upon between a landlord and a tenant executing a lease in a comparable building of comparable age located in Arlington, Virginia, assuming the following: (A) the landlord and tenant are typically motivated; (B) the landlord and tenant are well informed and well advised and each is acting in what it considers its own best interest; (C) the leased premises are fit for immediate occupancy and use “as is” and no work is required to indemnification be done by the Borrower pursuant to landlord (and that the provisions of Section 2.11 if the deemed payment occurs other than on the last day tenant would not require any additional tenant work or reconfiguration of the related LIBOR Periodsexisting tenant work); (D) market rents then being charged for comparable space in other similar office buildings in comparable locations; and (E) all other relevant factors. Nothing contained in For purposes of this Section 2.15 Sublease, (i) a “Sublessor Affiliate” shall constitutemean any entity controlling, controlled by or otherwise be deemed to beunder common control with Sublessor or with which Sublessor merges, a commitment on consolidates or which purchases all or substantially all of the part assets of any Lender to increase its Revolving Credit Commitment hereunderSublessor.
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Expansion Option. The Borrower may from time on no more than two occasions during the period beginning on the Effective Date to time and including the date that is six months prior to the Maturity Date, provided that no Qualified Acquisition Period is then in existence, elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000500,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such Lender, new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the BorrowerAdministrative Agent and, in the case of a new Revolving Commitment, each Letter of Credit Issuer Issuing Bank (which approvals shall not be unreasonably withheld) and shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”) and (ii) (x) no Lender shall be required to increase its Revolving Commitment or participate in the case any tranche of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H heretoIncremental Term Loans. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in the Revolving Credit Commitments or any Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments or Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Augmenting Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Upon the effectiveness of any Accession Agreement to which any Augmenting Lender is a party, such Augmenting Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph Section unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance on a pro forma basis (giving effect to the use of proceeds of such increase or Incremental Term Loan) with the covenant contained in Section 9.3 6.12 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increaseincreased Revolving Commitments or Incremental Term Loans. On the effective date of any increase in the Revolving Credit Commitments, subject to the terms and conditions set forth herein, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such the other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Credit Loans of all the Revolving Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall shall, in respect of each Term Benchmark Loan, be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Term Benchmark Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained On the effective date of any Incremental Term Loans being made, subject to the terms and conditions set forth herein, each Augmenting Lender shall make a loan to the Borrower in this Section 2.15 an amount equal to its pro rata portion of the tranche of such Incremental Term Loans and such loan shall constitute, or otherwise constitute an Incremental Term Loan for purposes hereof. The Incremental Term Loans shall be deemed Term Loans for all purposes hereunder and the terms of the Incremental Term Loans shall be identical to be, a commitment the Term Loans advanced on the part of any Lender to increase its Revolving Credit Commitment hereunderEffective Date; provided that the Incremental Term Loans shall amortize as set forth in Section 2.09.
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Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000100,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenant covenants contained in Section 9.3 6.10 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderhereunder at any time.
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Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000250,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.05 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increaseincrease (unless such requirements have been waived by the applicable Increasing Lenders and Augmenting Lenders). On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
Appears in 1 contract
Samples: Credit Agreement (Lam Research Corp)
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in a minimum increments amount of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent (such approval of the Administrative Agent not to be unreasonably withheld, conditioned or delayed) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20, but any Lender may in its sole discretion decline to provide any increase in Commitments or Incremental Term Loan. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this in accordance with Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis) with the covenant covenants contained in Section 9.3 6.12 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Commitments and Revolving Loans relating to increased or additional Commitments shall be treated identically to existing Commitments and Revolving Loans. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
Appears in 1 contract
Samples: Credit Agreement (M/a-Com Technology Solutions Holdings, Inc.)
Expansion Option. (a) The Borrower Borrowers may from time to time (but not more than three times after the Effective Date) elect to increase the Revolving Credit Commitments Commitments, in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,00030,000,000. The Borrower Borrowers may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in any of its the Revolving Credit CommitmentCommitments, as applicable, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities entities, excluding, in each case, any Ineligible Institution (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing extend such Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Increasing Lender and Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrowers and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower Lender and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers, the Administrative Agent and each such Augmenting Lender and Increasing Lender execute an agreement substantially in the form of Exhibit H heretoa Lender Addition and Acknowledgement Agreement. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in the Revolving Credit Commitments pursuant to this Section 2.15. 2.21.
(b) Increases and new Revolving Credit Commitments Commitments, as applicable, created pursuant to this Section 2.15 2.21 shall become effective on the date agreed by the BorrowerBorrowers, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no such increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) Commitments, as applicable, shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated as of such date and executed by an Authorized a Financial Officer of the Borrower Borrowers and (B) the Borrower Borrowers shall be in compliance (on a pro forma basis) with the covenant contained in Section 9.3 6.13(a), and (ii) the Administrative Agent shall have approved such increase and shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase. .
(c) On the effective date of any increase in the Revolving Credit Commitments, as applicable, being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit applicable Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage (as modified by such increase) of such outstanding Revolving Credit Loans, and (ii) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments Commitments, as applicable (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the BorrowerBorrowers, in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurodollar Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained in this Section 2.15 2.21 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.
Appears in 1 contract
Samples: Abl First Lien Credit Agreement (B. Riley Principal Merger Corp.)
Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case, in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,000. The Borrower may arrange for any Upon the Borrower’s request, such increase to or tranche may be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree selected by the Administrative Agent, in consultation with the Borrower, and willing to increase their existing Revolving Credit Commitments, or provide new to participate in such Incremental Term Loans, or extend Revolving Credit Commitments, as the case may be; , provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and, in the case of an increase in the Revolving Commitments, the Issuing Bank and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in the Revolving Credit Commitments or Incremental Term Loan pursuant to this Section 2.152.20. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.12 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Credit Loans of all the Revolving Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, Borrower in accordance with the requirements of Section 2.92.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 2.16 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.15 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.
Appears in 1 contract
Samples: Credit Agreement (Stepan Co)
Expansion Option. The Borrower Following the Closing Date, the Company may from time to time time, but no more than two times during the term of this Agreement, elect to increase the Revolving Credit Aggregate Commitments and/or to incur one or more tranches of term loans (each tranche of term loans, an “Incremental Term Facility”; and each term loan under any Incremental Term Facility, an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of all such increases in the Aggregate Commitments and all such Incremental Term Facilities does not exceed $50,000,000500,000,000. The Borrower Company may arrange for any such increase or Incremental Term Facility to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Facility, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities constituting Eligible Assignees (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or to participate in such Incremental Term Facility, or provide new Revolving Credit Commitments, as the case may be; provided that that: (a) each Augmenting Lender shall be (i) each Augmenting Lenderin the case of an increase to the Aggregate Commitments, shall be subject to the approval of the BorrowerCompany, the Administrative Agent (such approval not to be unreasonably withheld or delayed), each Letter L/C Issuer and the Swing Line Lender, and (ii) in the case of Credit Issuer an Incremental Term Facility, subject to the approval of the Company and the Administrative Agent (such approval not to be unreasonably withheld or delayed), and (ii) (xb)(i) in the case of an Increasing Lender, the Borrower Company and such Increasing Lender shall execute an agreement substantially in the form of Exhibit G heretoIncreasing Lender Supplement, and (yii) in the case of an Augmenting Lender, the Borrower Company and such Augmenting Lender shall execute an agreement substantially in the form of Exhibit H heretoAugmenting Lender Supplement. No consent of any Lender (other than the Lenders participating in the increaseincrease or any Incremental Term Facility) shall be required for any increase in Revolving Credit Aggregate Commitments or for any Incremental Term Facility pursuant to this Section 2.15. Increases and new Revolving Credit Commitments and Incremental Term Facilities created pursuant to this Section 2.15 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Aggregate Commitments (or in the Revolving Credit Commitment of any Lender) and no Incremental Term Facility shall become effective under this paragraph Agreement unless, (i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Facility, (A) the conditions set forth in paragraphs (aSections 4.02(a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders Lenders, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower Company, and (B) the Borrower Company shall be in pro forma compliance with the covenant covenants contained in Section 9.3 and 7.11 (ii) determined on the basis of the financial information most recently delivered to the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as Lenders pursuant to Section 6.01(a) or Section 6.01(b) (or, if prior to the organizational power and authority date of the Borrower delivery of the first financial statements to borrow hereunder after giving effect be delivered pursuant to such increaseSections, the most recent financial statements referred to in Section 5.05(b)) and, if the first proviso in Section 7.11 is then applicable, as though such Indebtedness had been incurred, and any Indebtedness repaid as part of such transaction had been repaid, as of the first day of the period of four fiscal quarters covered thereby). On the effective date of any increase in the Revolving Credit Aggregate Commitments, (ia) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Committed Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Committed Loans, and (iib) except in the Borrower case of any Incremental Term Loans made under any Incremental Term Facility, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Committed Loans as of the date of any increase in the Revolving Credit Aggregate Commitments (with such reborrowing to consist of the Types of Revolving Credit Committed Loans, with related LIBOR Interest Periods if applicable, specified in a notice delivered by the Borrower, applicable Borrower in accordance with the requirements of Section 2.92.02). The deemed payments made pursuant to clause (iib) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Eurocurrency Rate Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 3.05 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Any Incremental Term Loans (a) shall rank pari passu in right of payment with the Committed Loans and any other then-existing Incremental Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date), (c) shall have pricing that is determined by the Lenders providing such Incremental Term Loans and the Company, and (d) except as provided above, shall be treated substantially the same as (and in any event no more favorably than) the Committed Loans, unless otherwise on terms reasonably satisfactory to the Administrative Agent and agreed by the Lenders providing such Incremental Term Loans and the Company; provided that the terms and conditions applicable to any Incremental Term Loans may only provide for material additional or different financial or other covenants or prepayment requirements to the extent such terms and conditions are (i) only applicable during periods after the Maturity Date, or (ii) added for the benefit of Administrative Agent and all of the Lenders. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in the Incremental Term Facility under which such Incremental Term Loans are made, each Augmenting Lender participating in the Incremental Term Facility under which such Incremental Term Loans are made, if any, and the Administrative Agent. Each Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.15. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide any Incremental Term Loans, at any time.
Appears in 1 contract
Samples: Credit Agreement (Perkinelmer Inc)
Expansion Option. The Borrower may from time to time elect elect, with the consent of the Administrative Agent, to increase the Revolving Credit Commitments enter into one or more tranches of term loans (each an “Incremental Term Loan”) in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 so long as, after giving effect thereto, the aggregate amount of all such increases Incremental Term Loans does not exceed $50,000,00030,000,000. The proceeds of any Incremental Term Loan may only be used by the Borrower and/or any of its Subsidiaries to finance Permitted Acquisitions. The Borrower may arrange for any such increase tranche to be provided by one or more Lenders (each Lender so agreeing to an increase participate in its Revolving Credit Commitmentsuch Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may beparticipate in such Incremental Term Loans; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. No consent of any Lender (other than the Lenders participating in the increaseany Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments Incremental Term Loan pursuant to this Section 2.152.23. Increases and new Revolving Credit Commitments Incremental Term Loans created pursuant to this Section 2.15 2.23 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment tranche of any Lender) Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increaseIncremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and Borrower, (B) the Borrower shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 6.12 and (C) the Administrative Agent shall have received a certificate dated such date and executed by a Financial Officer of the Borrower confirming that the proceeds of such Incremental Term Loans will be used solely to finance a Permitted Acquisition and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date The Incremental Term Loans (a) shall rank pari passu in right of any increase in payment with the Revolving Credit CommitmentsLoans and the initial Term Loans, (ib) each relevant Increasing Lender and Augmenting Lender shall make available not mature earlier than the Maturity Date (but may have amortization prior to such date as agreed to by the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order Required Lenders (determined prior to cause, after giving effect to such increase Incremental Term Loans) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the use initial Term Loans; provided that the terms and conditions applicable to any tranche of such amounts Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date. Incremental Term Loans may be made hereunder pursuant to make payments to such an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other LendersLoan Documents, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered executed by the Borrower, each Increasing Lender participating in accordance with such tranche, each Augmenting Lender participating in such tranche, if any, and the requirements of Section 2.9)Administrative Agent. The deemed payments made pursuant Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to clause (ii) this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid andAdministrative Agent, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to effect the provisions of this Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods2.23. Nothing contained in this Section 2.15 2.23 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its provide Incremental Term Loans at any time. At the time of the effectiveness of any Incremental Term Loans, the Administrative Agent shall have the right to make reallocations of the outstanding Revolving Credit Commitment hereunderCommitments and the outstanding Term Loans at such time, along with the allocation of such Incremental Term Loans, in order to allocate exposures of the Lenders on a pro rata basis in respect of the Revolving Commitments and the Term Loans (including the outstanding Term Loans at such time and such Incremental Term Loans).
Appears in 1 contract
Samples: Credit Agreement (Aceto Corp)