Common use of Expansion Option Clause in Contracts

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, 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 increase 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: Amendment and Restatement Agreement (ITC Holdings Corp.), Amendment and Restatement Agreement (ITC Holdings Corp.), Amendment and Restatement Agreement (ITC Holdings Corp.)

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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, the Swingline Lender 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 and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementincrease, (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. (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 Dollars (but noteach, for the avoidance an “Incremental Term Loan”), in each case in an aggregate principal amount of doubt, the Swingline Commitment) in minimum increments 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, the Swingline Lender 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 increase and immediately prior to giving effect to any borrowing of such increase and the addition of any Augmenting Lenders to this AgreementIncremental 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), Assignment and Assumption (Dole Food Co Inc)

Expansion Option. The Borrower Company 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) 100,000,000 so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000500,000,000. 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 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, shall be subject to the approval of the Borrower, each Letter of Credit Issuer, the Swingline Lender Company and the Administrative Agent (such approval not to be unreasonably withheld) 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 heretoE hereto (with such changes as are reasonably agreed to by the Company, the Administrative Agent and the Increasing Lender), 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 heretoF hereto (with such changes as are reasonably agreed to by the Company, the Administrative Agent and the Augmenting Lender). 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 Revolving Credit Commitments 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) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementincrease, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 5.03 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 Company shall be in compliance (on a pro forma basis) with the covenant covenants contained in Section 9.3 Sections 6.08 and 6.09 and (ii) the Administrative Agent shall have received documents and opinions of counsel 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 Augmenting Lender, if any, shall become a Lender, (ii) 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 Syndicated Loans of all the Lenders to equal its Revolving Credit Commitment Applicable Percentage of such outstanding Revolving Credit Syndicated Loans, and (iiiii) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Syndicated Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Syndicated 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 (iiiii) 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 2.14 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 3 contracts

Samples: Execution (International Paper Co /New/), Year Credit Agreement (International Paper Co /New/), Year Credit Agreement (International Paper Co /New/)

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, the Swingline Lender, each Letter of Credit Issuer, the Swingline Lender 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 and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementincrease, (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 12.1 Subject to time elect the then existing renewal or expansion option of other tenants located in the Building, including without limitation, Massachusetts Dental Society, and provided that 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 increase offering the Revolving Credit Commitments same to any other party , first offer to lease to Tenant any space located on the first floor of the Building which is contiguous to the Premises (but not, for the avoidance of doubt, the Swingline Commitment"RFO Space") in minimum increments of $25,000,000 an AS IS condition. Landlord's notice (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, 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 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 such increase 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 immediately prior Tenant shall execute an amendment to giving effect to any such increase and 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 RFO 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 (a) this Lease or Tenant's right to possession of the Premises are terminated or (b) Tenant assigns any Augmenting Lenders 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 this Agreementlease the RFO Space, (A) 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: Viryanet LTD, Viryanet LTD

Expansion Option. The Borrower may from time to time elect to increase request that the Revolving Credit Commitments (but not, for the avoidance of doubt, the Swingline Commitment) 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, the Swingline Lender 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 and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementincrease, (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 to time elect elect, not more than six (6) times during the term of this Agreement, to increase the Revolving Credit General Partnership 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) 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, the Swingline Lender 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 and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementincrease, (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: Assignment and Assumption (Inergy L P), Assignment and Assumption (Inergy Holdings, L.P.)

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 (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 $50,000,000additional 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, 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 increase 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 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 received documents the right to assign its expansion rights to any sublessee of the Leased Premises, nor may any such sublessee exercise such expansion rights, and opinions consistent with those delivered (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 effective date as 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 organizational power First Expansion Space 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 Building which are required by law in order to causeprovide such space to Tenant (i.e. corridors, after giving effect to such increase and the use of such amounts to make payments to such other Lendersaccess, 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 2.9etc.). 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: Lease Agreement (Howell Corp /De/), Lease Agreement (Howell Corp /De/)

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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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 Company may from time to time elect to increase the Revolving Credit Commitments or enter into one or more additional tranches of term loans (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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 $50,000,000500,000,000. 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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 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, 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) 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 (Michael Kors Holdings LTD)

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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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 may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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. (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 (but notany such new tranche or increase, for the avoidance of doubtan “Incremental Facility” and any loans made pursuant to an Incremental Facility, the Swingline Commitment) “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, the Swingline Lender 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 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 2 contracts

Samples: Credit Agreement (Chefs' Warehouse, Inc.), Credit Agreement (Chefs' Warehouse, Inc.)

Expansion Option. (i) The Borrower may from time to time after the Closing Date elect to increase the Aggregate Revolving Credit Commitments Loan Commitment (but noteach, for a “Revolving Loan Increase”) or increase the avoidance aggregate principal amount of doubtany Class of Term Loans or enter into one or more tranches of term loans (each an “Incremental Term Loan”), the Swingline Commitment) in each case in minimum amounts of $50,000,000 and 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 Revolving Loan Increases and such Incremental Term Loans (other than Incremental Term Loans in respect of Refinancing Term Loans) does not exceed (A) (i) an aggregate amount equal to the greater of (x) $50,000,000600,000,000 and (y) 100.0% of Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower most recently ended on or prior to such date for which Financial Statements have been delivered plus (ii) the aggregate principal amount of any prepayments of Term Loans (in the case of Term Loans consisting of Incremental Term Loans (or any refinancing thereof) solely to the extent incurred in reliance on this clause ‎(A)) made pursuant to ‎Section 2.04(a) following the Closing Date to the extent not funded with the proceeds of Indebtedness for borrowed money plus (B) an additional amount, so long as, after giving effect to the incurrence of such additional amount (and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma First Lien Net Leverage Ratio does not exceed 2.75 to 1.00 (or, if such Indebtedness is incurred in connection with a Permitted Acquisition, the First Lien Net Leverage Ratio in effect immediately prior thereto); provided that, for purposes of this clause ‎(B), net cash proceeds of Incremental Term Loans incurred at such time shall not be netted against the applicable amount of Consolidated First Lien Indebtedness for purposes of such calculation of the First Lien Net Leverage Ratio at such time; provided, further, that the aggregate principal amount of the sum of all (x) Revolving Loan Increases, taken as a whole, plus (y) Incremental Term Loans incurred in the form of “term A loans” (which shall mean a term loan facility with amortization (without giving effect to any increase made solely to make such Incremental Term Loans fungible with any Term Loans) greater than 1.0% per year prior to maturity or that mature prior to the Term Loan B Maturity Date), taken as a whole, shall not exceed $300,000,000. The Borrower may arrange for any such increase Revolving Loan Increase or Incremental Term Loan to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Credit Loan 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 CommitmentsLoan Commitments or to participate in such Incremental Term Loans (it being agreed that any Lender approached to provide any such Revolving Loan Increase or Incremental Term Loans may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or provide new Revolving Credit Commitments, as the case may beIncremental Term Loans); provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer, the Swingline Lender Borrower and the Administrative Agent and, in the case of a Revolving Loan Increase, the Issuing Banks (which consent shall not be unreasonably withheld or delayed), and (ii) with respect to any Revolving Loan Increase, (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G heretoE-1 hereto (each, 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 heretoE-2 hereto (each, an “Augmenting Lender Supplement”). No consent of any Lender (other than the Lenders participating in the increaseRevolving Loan Increase or Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments Loan Increase or Incremental Term Loans pursuant to this Section 2.15‎Section 2.05(b)(i), as applicable. Revolving Loan Increases and new Revolving Credit Commitments Incremental Term Loans created pursuant to this Section 2.15 ‎Section 2.05(b)(i), 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. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and 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 2.05(b). Notwithstanding the foregoing, no increase in the Aggregate Revolving Credit Commitments Loan Commitment (or in the Revolving Credit Loan Commitment of any Lender) or Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase 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 2 contracts

Samples: Credit Agreement (Energizer Holdings, Inc.), Credit Agreement (Energizer Holdings, Inc.)

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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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 Swingline Lender and (in the Administrative Agent 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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 Company may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (but noteach an “Incremental Term Loan”), for the avoidance in each case in a minimum amount of doubt, the Swingline Commitment) in $50,000,000 and minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000 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 $50,000,0001,000,000,000. 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, Lender shall be subject to the approval of the BorrowerCompany, the Administrative Agent, and in the case of an increase in the Commitments, each Letter of Credit Issuer, the Issuing Bank and Swingline Lender and the Administrative Agent (each such consent, not to be unreasonably withheld, conditioned 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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 6.08 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 increaseincrease or Incremental Term Loans, as the case may be; provided that, with respect to any Incremental Term Loans incurred for the purpose of financing an acquisition for which the Company has determined, in good faith, that limited conditionality is reasonably necessary (any such acquisition, a “Limited Conditionality Acquisition” and such Incremental Term Loans, “Acquisition-Related Incremental Term Loans”), (x) clause (i)(A) of this sentence shall be deemed to have been satisfied so long as (1) as of the date of execution of the definitive acquisition documentation in respect of a Limited Conditionality Acquisition (a “Limited Conditionality Acquisition Agreement”) by the parties thereto, no Default or Event of Default shall have occurred and be continuing or would result from entry into such documentation, (2) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, no Event of Default under clause (a), (b), (h) or (i) of Article VII is in existence immediately before or immediately after giving effect (including on a pro forma basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (3) the representations and warranties set forth in Article III shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of the date of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, except to the extent any such representation and warranty specifically refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date and (4) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such Acquisition-Related Incremental Term Loans) shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) immediately prior to, and immediately after giving effect to, the incurrence of such Acquisition-Related Incremental Term Loans, except to the extent any such representation and warranty specifically refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date and (y) clause (i)(B) of this sentence shall be deemed to have been satisfied so long as the Company shall be in compliance (on a pro forma basis) with the covenants contained in Section 6.08 as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto. 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 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 2 contracts

Samples: Credit Agreement (Fiserv Inc), Credit Agreement (Fiserv 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 (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 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, 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 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 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 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. (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 (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 $50,000,000additional 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 of the Borrower, each Letter of Credit 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 increase 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 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 do so at its option and with Tenant's consent) any improvement allowance, abatement of any increase in 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 Revolving Credit Commitments (with such reborrowing to consist prevailing market rate therefor as of the Types addition of Revolving Credit Loanssuch First Expansion Space to the Leased Premises, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, and thereafter adjust in accordance with any such changes to such market charges, (iv) Tenant shall not have the requirements right to assign its expansion rights to any sublessee of Section 2.9the 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 deemed payments made pursuant to clause (ii) of the immediately preceding sentence First Expansion Space shall be accompanied by payment of all accrued interest 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 amount prepaid andearliest to occur of (1) Tenant's occupancy of such First Expansion Space for the purpose of conducting business therefrom, in respect or (2) sixty (60) days following the delivery of each LIBOR Loansuch First Expansion Space by Landlord to Tenant. Landlord shall, shall at Landlord's cost and expense, be subject required to indemnification by the Borrower pursuant make any alterations to the provisions of Section 2.11 if First Expansion Space and the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained Building which are required by law in this Section 2.15 shall constituteorder to provide such space to Tenant (i.e. corridors, or otherwise be deemed to beaccess, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderetc.)

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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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 $50,000,000200,000,000. 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, the Administrative Agent and the Issuing Banks and the Swingline Lender and to the Administrative Agent extent the consent of the Issuing Banks 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 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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 time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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 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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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. 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 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, the Swingline Lender 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 and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementincrease, (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 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 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 Issuerhas occurred and is continuing, 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 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 and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreement, (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 Company may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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. 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 (but not, for the avoidance of doubt, the Swingline Commitment) 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 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 time of such increase 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 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 time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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 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 (but noteach, for the avoidance of doubta “Revolver Increase”), the Swingline Commitment) 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this AgreementIncremental 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 2 contracts

Samples: Credit Agreement (Symmetry Medical Inc.), Credit Agreement (Symmetry Medical Inc.)

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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this AgreementIncremental 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 If no event of Default is then continuing at the time to time elect to increase of exercise, during the Revolving Credit Commitments period commencing on the Effective date and ending on July 1, 2020 (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 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 Issuerexcluding any Renewal Term from such proration). If Tenant elects to lease the Reservation Space from Landlord during the Reservation Period, all the Swingline Lender and the Administrative Agent and (ii) (x) in the case of an Increasing Lenderobligations, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G heretoterms, 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this AgreementPremises, (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 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 Exhibit A-4 attached hereto, but not, for only in strict accordance with the avoidance terms and conditions 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 $50,000,000this 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, 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 increase 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 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: Nerdwallet, Inc., Nerdwallet, 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 (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) 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, the Swingline Lender 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 and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementincrease, (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 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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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 may from time to time elect to increase the Revolving Credit Commitments or enter into one or more tranches of term loans (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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) in the event Incremental Term Loans are being incurred pursuant to this Section 2.20, 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 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 different financial or other covenants 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 (an “Incremental Term Loan Amendment”) to 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.

Appears in 1 contract

Samples: Credit Agreement (Priceline Com Inc)

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 (but notthe “Increased Commitments”), for the avoidance in an aggregate principal amount of doubt, the Swingline Commitment) in minimum increments 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, the Swingline Lender 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 and immediately prior to giving effect to any such increase and in the addition of any Augmenting Lenders to this Agreement, (A) 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.

Appears in 1 contract

Samples: Restatement Agreement (Constellation Brands, 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 (but noteach tranche of term loans, for the avoidance of doubtan “Incremental Term Facility”; and each term loan under any Incremental Term Facility, the Swingline Commitment) 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 Issueran Incremental Term Facility, subject to the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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 the Revolving Credit Commitments or enter into one or more tranches of term loans (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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: Amendment and Restatement Agreement (Lam Research Corp)

Expansion Option. (a) The Borrower Borrowers may from time to time after the Closing Date elect to increase the any Class of Revolving Credit Commitments or any Extended Revolving Commitments (but not, for the avoidance of doubt, the Swingline Commitment“Increased Commitments”) in minimum increments an aggregate principal amount of not less than $10,000,000 and/or the Borrowers may from time to time after the Closing Date elect to add one or more tranches of term loans (each, an “Incremental Term Loan” and, together with any Increased Commitments, an “Incremental Facility”) in an aggregate principal amount of not less than $25,000,000 (or such lesser amount so long as the Administrative Agent aggregate amount of all such Increased Commitments and all such Incremental Term Loans (other than Other Term Loans), as the case may agreebe, would not exceed the greater of (x) so long as$100,000,000 and (y) the amount of Increased Commitments and/or Incremental Term Loans, as the case may be, such that the Consolidated Secured Leverage Ratio shall be no greater than 2.25 to 1.00 (which shall be deemed to (x) include the full amount of any Increased Commitments, assuming the full amount of such Increased Commitments has been drawn, and (y) exclude the cash proceeds of the borrowings under any such Increased Commitments or Incremental Term Loans but not the use of such proceeds) as of the last day of the most recently ended Test Period for which financial statements of Holdings have been delivered pursuant to Section 5.01(a) and (b), after giving effect thereto, to the aggregate amount establishment or incurrence of such increases does not exceed $50,000,000Increased Commitments and/or Incremental Term Loans (other than Other Term Loans), as the case may be, and any Specified Transaction consummated in connection therewith. The Borrower applicable 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 CommitmentCommitment or Extended Revolving Commitments, 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 Extended Revolving Commitments, or provide new Revolving Credit Commitments, as the case may beto participate in such Incremental Term Loan; 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, the Swingline Lender applicable Borrowers 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 Borrowers, to effect the provisions of this Section 2.152.18. Increases of Revolving Commitments and Extended Revolving Commitments and new Revolving Credit Commitments Incremental Term Loans created pursuant to this Section 2.15 2.18 shall become effective on the date agreed by the Borrowerapplicable Borrowers, 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 Loans shall become effective be permitted under this paragraph unless, Section 2.18 unless (i) no Default shall have occurred and be continuing or would result therefrom and (ii) the Borrowers shall be in compliance, calculated on the proposed date of the effectiveness of such increase and immediately prior to a Pro Forma Basis after giving effect to the establishment or incurrence of such Increased Commitments or Incremental Term Loans, as the case may be, and any Specified Transaction consummated in connection therewith (which shall be deemed to (x) include the full amount of any Increased Commitments, assuming the full amount of such Increased Commitments has been drawn, and (y) exclude the cash proceeds of the borrowings under any such increase and Increased Commitments or Incremental Term Loans but not the addition use of any Augmenting Lenders to this Agreementsuch proceeds), (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 6.09 as to the organizational power and authority of the Borrower last day of the most recently ended Test Period of Holdings 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 Revolving Commitments or any Incremental Term Loans being made, (i) except in the case of any Incremental Term Loans, 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, 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 2.18) of all then outstanding Revolving Loans of such Class. Notwithstanding the date foregoing, no prepayment of such Revolving Loans shall be applied to Loans of any increase Defaulting Lender. The Administrative Agent and the 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 Borrower Borrowers pursuant to the provisions of Section 2.11 2.14 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained The terms of any Incremental Term Loans shall be as set forth in the amendment to this Section 2.15 Agreement providing for such Incremental Term Loans; provided that (i) no Lender will be required to participate in any such Incremental Facility, (ii) the final maturity date of any Incremental Term Loans shall constitutebe no earlier than the Term Loan Maturity Date, (iii) 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 Term Loans, (iv) the interest margins and floors, fees, discounts and premiums for the Incremental Term Loans shall be determined by the applicable Borrowers and the lenders of the Incremental Term Loans; provided that the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Domestic Term Loans and Bermuda Term Loans, plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR floor or Base Rate floor) with respect to the Domestic Term Loans and Bermuda Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Domestic Term Loans and Bermuda Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans, minus 50 basis points; provided that any increase in yield to any existing Domestic Term Loans and Bermuda Term Loan due to the application of a LIBO Rate or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBO Rate floor or Base Rate floor applicable to such existing Domestic Term Loans and Bermuda Term Loans, (v) Incremental Term Loans and Increased Commitments shall be secured on a pari passu basis by liens on the Collateral securing the other Loans in each case on terms reasonably satisfactory to the Administrative Agent, (vi) any Increased Commitments shall be on terms and pursuant to documentation applicable to the applicable Class of Revolving Commitments or Extended Revolving Commitments and may include provisions relating to swingline loans and/or letters of credit, as applicable, issued thereunder, which issuances shall be on terms substantially similar (except for the overall size of such subfacilities, the fees payable in connection therewith and the identity of the swingline lender and issuing bank, as applicable, which shall be determined by the applicable Borrowers, the lenders of such commitments and the applicable issuing bank and swingline lenders and borrowing, repayment and termination of commitment procedures with respect thereto, in each case which shall be specified in the applicable Additional Credit Extension Amendment) to the terms relating to Swingline Loans and Letters of Credit with respect to the applicable Class of Revolving Commitments or otherwise reasonably acceptable to the Administrative Agent and (vii) any Incremental Term Loans shall be deemed on terms and pursuant to bedocumentation, a commitment on including conditions, to be determined by the part of any Lender applicable Borrowers and the Increasing Lenders and/or the Augmenting Lenders party thereto; provided that, to increase its Revolving Credit Commitment hereunderthe extent such terms and documentation are not consistent with the Term Facility (except to the extent permitted by clause (ii), (iii) or (iv) above) they shall be reasonably satisfactory to the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Genpact LTD)

Expansion Option. (a) The Borrower may from time to time after the Effective Date elect to increase the Revolving Credit Commitments (but not“Increased Commitments”) or enter into one or more tranches of term loans (each, for the avoidance an “Incremental Term Loan”), in each case in an aggregate principal amount of doubt, the Swingline Commitment) in minimum increments of not less than $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 all such increases Increased Commitments 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 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 provide new Revolving Credit Commitments, as the case may beto participate in such Incremental Term Loan; 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, the Swingline Lender Borrower and the Administrative Agent and (iisuch consents not to be unreasonably withheld) (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 Revolving Credit Commitment of any Lender) and no Incremental Term Loan shall become effective be permitted under this paragraph unless, unless (i) on the proposed date of the effectiveness of such increase and immediately prior to giving effect to any in the Revolving Commitments or borrowing of such increase and the addition of any Augmenting Lenders to this AgreementIncremental 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 shall be in compliance compliance, calculated on a Pro Forma Basis (assuming that any Increased Commitments were fully drawn) with the covenant covenants 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 increase6.09. 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) 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 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 The terms of any Incremental Term Loans shall be as set forth in the amendment to this Section 2.15 Agreement providing for such Incremental Term Loans; provided that (i) the final maturity date of any Incremental Term Loans shall constitutebe 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 Term Loans, (iii) Incremental Term Loans shall not participate on a greater than pro rata basis with the Term Loans in any optional or otherwise mandatory prepayment hereunder, (iv) the provisions with respect to payment of interest, original issue discount and upfront fees shall be deemed as set forth in the amendment providing for such Incremental Term Loans; provided that if the Yield of any Incremental Term Loans exceeds the Yield of the Term Loans by more than 50 basis points, then the Applicable Rate for the Term Loans shall be increased to be, a commitment 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 Term Loans except to the extent such covenants and other terms apply solely to any period after the Term Loan Maturity Date. Any Increased Commitments shall be on the part same terms and conditions as the existing Revolving Commitments except that the Borrower may pay upfront fees to the Lenders of any Lender Increased Commitments up to increase its the amount such that the Yield of the Increased Commitments does not exceed the Yield of the existing Revolving Credit Commitment hereunderCommitments by more than 50 basis points.

Appears in 1 contract

Samples: Credit Agreement (Crown Media Holdings Inc)

Expansion Option. (a) The Borrower Borrowers may from time to time after the IPO Closing Date elect to increase the Revolving Credit Commitments, Refinancing Revolving Commitments or any Extended Revolving Commitments (but not“Increased Commitments”) or, for with respect to the avoidance Term Borrower, enter into one or more tranches of doubtterm loans denominated in Dollars (each, an “Incremental Term Loan”), in each case in an aggregate principal amount of not less than $20,000,000 (unless the Swingline Commitment) in minimum increments of $25,000,000 (or such lesser amount as the Applicable Administrative Agent may agree) agrees to a lesser amount), so long as, immediately after giving effect thereto, the aggregate amount of all such increases Increased Commitments and all such Incremental Term Loans (other than Refinancing Incremental Term Loans), when taken together with the aggregate principal amount of Incremental Substitute Indebtedness, 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 sum of (i) each Augmenting Lender, shall be subject to the approval greater of the Borrower, each Letter of Credit 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, $380,000,000 and (y) 100% of LTM Consolidated EBITDA (measured at the time of incurrence thereof) plus (ii) an amount equal to all voluntary prepayments of Term Loans (including Incremental Term Loans, Extended Term Loans and any Refinancing Term Loans), Incremental Substitute Indebtedness and permanent reductions of Revolving Commitments, Extended Revolving Commitments and Refinancing Revolving Commitments (in the case of an Augmenting Lendereach case, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than to the Lenders participating in extent funded with proceeds of long-term Indebtedness and excluding prepayments of the increaseRevolving Facility except to the extent the commitments thereunder are permanently reduced by the amount of such prepayments) shall be required plus (iii) 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 any increase in Revolving Credit Commitments which financial statements have been delivered pursuant to this Section 2.15. Increases and new Revolving Credit 5.01(a) or (b) prior to such time would not exceed 3.00 to 1.00; provided that any Increased 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 (Incremental Term Loan may be established or in the Revolving Credit Commitment incurred under any of any Lender) shall become effective under this paragraph unless, clause (i) on or (ii) or (iii) above in the proposed date Company’s sole discretion, and absent any election, will be deemed under clause (iii) to the extent the incurrence ratio has been satisfied; provided further that if any Indebtedness is intended to be incurred under clause (iii) above and any other clause above in a single transaction or series of the effectiveness of such increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementrelated transactions, (A) the conditions set forth in paragraphs incurrence of the portion of such Indebtedness to be incurred or implemented under clause (aiii) and (b) of Section 6.2 shall be satisfied or waived by calculated first without giving effect to any Indebtedness to be incurred under any other clause, but giving full pro forma effect to the Required Lenders use of proceeds of the entire amount of such Indebtedness and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower related transactions and (B) the Borrower incurrence of the portion of such Indebtedness to be incurred or implemented under the other applicable clauses 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 hereundercalculated thereafter.

Appears in 1 contract

Samples: Patent Security Agreement (Dole PLC)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments enter into a maximum of three additional tranches of term loans (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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 $50,000,000100,000,000. 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 Increasing Lender and Augmenting Lender, Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer, the Swingline Lender Borrower and the Administrative Agent Agent, which, in the case of the Administrative Agent, shall not be unreasonably withheld 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 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this AgreementIncremental 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 increaseIncremental Term Loans. On the effective date of any increase in the Revolving Credit CommitmentsIncremental 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. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (iic) shall be treated substantially the same as (and in any event no more favorably than) the Borrower shall be deemed Loans; provided that (i) the terms and conditions applicable to have repaid and reborrowed all outstanding Revolving Credit any tranche of Incremental Term Loans as of maturing after 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 Maturity Date may provide for material additional or different financial or other covenants or prepayment 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.applicable only during 37

Appears in 1 contract

Samples: Collateral Agency Agreement (Puget Sound Energy Inc)

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 (but not“Increased Commitments”) or enter into one or more Classes of term loans (each, for the avoidance an “Incremental Term Loan”), in each case, in an aggregate principal amount of doubt, the Swingline Commitment) in minimum increments 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, the Swingline Lender 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 increase in the Revolving Commitments, Extended Revolving Commitments or Term Loans or the borrowing of Incremental Term Loans, (w) the representations and warranties of the Loan Parties set forth in 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 (except 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 prior to 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 any such increase and the addition of any Augmenting Lenders to this AgreementIncreased Commitments and/or Incremental Term Loan, (A) the conditions set forth in paragraphs (a) as applicable, has been drawn, whether or not so drawn and (bz) of Section 6.2 shall be satisfied or waived by the Required Lenders and 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 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 (Caseys General Stores Inc)

Expansion Option. (a) The Borrower may from time to time after the Closing Date elect to increase the Revolving Credit Commitments or any Extended Revolving Commitments (but not, for the avoidance of doubt, the Swingline Commitment“Increased Commitments”) in minimum increments 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 established following the Closing Date does not exceed $50,000,000150,000,000 (the “Incremental Basket Amount”). 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 CommitmentCommitment or Extended Revolving Commitment 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 Commitments, Commitment or provide new Extended Revolving Credit CommitmentsCommitment, 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, the Swingline Lender 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 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 shall become effective be permitted under this paragraph unless, (i) unless on the proposed date of the effectiveness of such increase in the Revolving Commitments or Extended Revolving Commitments, (w) the representations and warranties of the Loan Parties set forth in 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 (except 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 prior to after giving effect to such increase, 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 any such increase and the addition of any Augmenting Lenders to this AgreementIncreased Commitments has been drawn, (A) the conditions set forth in paragraphs (a) whether or not so drawn and (bz) of Section 6.2 shall be satisfied or waived by the Required Lenders and 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 Any Increased Commitments shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its exact same terms as the Revolving Credit Commitment hereunderCommitments being increased thereby.

Appears in 1 contract

Samples: Pledge and Security Agreement (Caseys General Stores 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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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 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, the Swingline Lender 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 increase 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 1 contract

Samples: Credit Agreement (Natus Medical Inc)

Expansion Option. (a) The Borrower may from time to time after the Closing Date elect to increase the Revolving Credit Commitments (but not, for the avoidance of doubt, the Swingline Commitment“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, after giving effect thereto, the aggregate amount of all such increases Increased Commitments does not exceed $50,000,000. 1,000,000,000.1 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, 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 Borrower, the Administrative Agent, each Letter of Credit Issuer, 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 and (ii) (x) in the case Borrower, 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 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) shall become effective be permitted under this paragraph unless, (i) unless on the proposed date of the effectiveness of such increase and immediately prior to giving effect to any such increase and in the addition of any Augmenting Lenders to this AgreementRevolving Commitments, (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 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, (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 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 For the avoidance of doubt, no Lender shall constitute, or otherwise be deemed have any obligation to be, a commitment on the part of provide any Lender to increase its Revolving Credit Commitment hereunderIncreased Commitment.

Appears in 1 contract

Samples: Credit Agreement (Mylan Inc.)

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 any entity that is not a Sublessor Affiliate (but not, for the avoidance of doubt, the Swingline Commitmentas hereafter defined) 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 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, the Swingline Lender 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 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 “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 shall constituteSublease, or otherwise be deemed to be, (i) a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.

Appears in 1 contract

Samples: Sublease Agreement (Rosetta Stone Inc)

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) 15,000,000 so long as, 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”), 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 and Increasing Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer, the Swingline Lender and the Administrative Agent and 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 Lender shall have any obligation to provide any such increase and each Lender may refuse to provide such increase in its absolute and sole discretion. 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 and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementincrease, (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 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 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. 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 (Deluxe Corp)

Expansion Option. The Borrower Company 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) 12,500,000 so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,00062,500,000. 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 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, the Swingline Lender 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 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 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) ), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementincrease, (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 with the covenant contained in Section 9.3 Company 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 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, Company 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. 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: Pledge Agreement (Tennant Co)

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 (but not“Increased Commitments”) or enter into one or more tranches of term loans (each, for the avoidance an “Incremental Term Loan”), in each case in an aggregate principal amount of doubt, the Swingline Commitment) in minimum increments 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 the greater of (x) $50,000,0001,000,000,000 (the “Incremental Basket Amount”) plus (y) an additional amount so long as, in the case of this clause (y), at the time of incurrence thereof, on a Pro Forma Basis (assuming all Increased Commitments were fully drawn and excluding the cash proceeds of any Incremental Term Loans and Increased Commitments from cash and Cash Equivalents) the Consolidated Leverage Ratio would be less than or equal to 1.50 to 1.0 as of the last day of the most recent fiscal quarter of Parent for which financial statements have been delivered pursuant to Section 5.01(a) or (b). 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, the Swingline Lender 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 increase and immediately prior to giving effect to any in the Revolving Commitments or Extended Revolving Commitments or borrowing of such increase and the addition of any Augmenting Lenders to this AgreementIncremental 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 Borrower; provided that if the proceeds of any Incremental Term Loans are being used to finance a Permitted Acquisition or other permitted Investment, (x) the reference in Section 4.02(a) to the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties contained in Sections 3.01 (limited to the first sentence thereof), 3.02, 3.03(b), 3.04(b), 3.08, 3.10, 3.13 and 3.15, (y) with respect to Section 3.04(b), (1) the reference to “Material Adverse Effect” shall for this purpose refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Permitted Acquisition or Investment and (B2) the Borrower reference to December 31, 2012 shall for this purposes refer to such date, if any, as set forth in the corresponding representation in such main transaction agreement governing such Permitted Acquisition or Investment and (z) Section 4.02(b) shall apply solely to Defaults under clause (a), (b), (h) or (i) of Article VII and (ii) Parent shall be in compliance compliance, calculated on a Pro Forma Basis 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 6.09 as to the organizational power and authority of the Borrower last day of the most recent fiscal quarter 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 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 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 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 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, (iii) Incremental Term Loans shall not participate on a greater than pro rata basis with the Tranche A 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; 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 except to the extent such covenants and other terms apply solely to any period after the Term Loan A Maturity Date. The maturity date of any Increased Commitments shall be no earlier than the Revolving Credit Commitment hereunderMaturity Date and such Increased Commitments shall require no scheduled amortization or mandatory commitment reduction prior to the Revolving Credit Maturity Date.

Appears in 1 contract

Samples: Pledge and Security Agreement (Delphi Automotive PLC)

Expansion Option. The Borrower may from time Subject to time elect the provisions of this Section 2, and provided an Event of Default is not in existence, Tenant shall have an option to increase expand the Revolving Credit Commitments Premises to include Available Expansion Space (but notthe “Expansion Option”). If Tenant desires to so expand the Premises, for Tenant shall give Landlord a Notice (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 LenderExpansion Notice”), or by one or more new bankswhich Expansion Notice shall set forth the number of usable square feet Tenant desires to add to the Premises. Within 30 days after Landlord’s receipt of the Expansion Notice, financial institutions or other entities Landlord shall determine if there is Available Space for lease located on (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lenderi) the first floor of the Building (including any Tenant occupied Temporary Expansion Space), which agree to increase their existing Revolving Credit Commitments(ii) multi-tenant floors of the Building, or provide new Revolving Credit Commitments(iii) the second floor of the Building ((i), (ii) and (iii) are collectively referred to as the case may be; provided “Available Expansion Space”) and deliver Notice (“Available Expansion Space Notice”) to Tenant describing the Available Expansion Space, if any. Tenant acknowledges and agrees that (i) each Augmenting Lenderin connection with Landlord’s determination of Available Expansion Space, priority will be given to, and Tenant shall be subject required to lease the approval Available Expansion Space, if at all, in the following sequence: (a) Available Expansion Space located on the first floor of the BorrowerBuilding (including any Tenant-occupied Temporary Expansion Space), each Letter (b) Available Expansion Space located on multi-tenant floors of Credit Issuerthe Building, and (c) Available Expansion Space located on the Swingline Lender and second floor of the Administrative Agent and Building, (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 will be required to convert any Temporary Expansion Space it is then leasing to Available Expansion Space before leasing any other Available Expansion Space, and (yiii) Landlord shall have the right, in its sole discretion, to remove the space on the second floor of the Building from the Available Expansion Space. If Tenant wishes to exercise its Expansion Option with respect to the Available Expansion Space described in the case Available Expansion Space Notice, then within 10 business days after Landlord’s delivery of an Augmenting Lenderthe Available Expansion Space Notice to Tenant, Tenant shall deliver Notice (the Borrower and such Augmenting Lender execute an agreement substantially in the form “Exercise Notice”) to Landlord of Exhibit H heretoTenant’s exercise of Expansion Option. No consent of any Lender (other than the Lenders participating in the increase) Available Expansion Space shall be required for any increase leased to Tenant in Revolving Credit Commitments its then-current “As-Is” condition and upon economic terms and conditions that are consistent with the economic terms and conditions applicable to the initial Premises, including monthly Base Rent charged per rentable square foot escalated at a rate of 3% per annum, and Additional Rent pursuant to this Section 2.15Article 2 of the Lease. Increases If Tenant does not give the Exercise Notice to Landlord within 10 business days after Landlord’s delivery of the Available Expansion Space Notice to Tenant, then Landlord shall be free to negotiate and new Revolving Credit Commitments created pursuant enter into a lease for the Available Expansion Space or applicable portion thereof to this Section 2.15 anyone to whom Landlord desires and Tenant shall become effective have no further right hereunder with respect to the subject Available Expansion Space. If Tenant gives Landlord an Exercise Notice, Landlord and Tenant shall then promptly amend the Lease to add such Available Expansion Space to the Premises on the date agreed by the Borrower, the Administrative Agent terms and the relevant Increasing Lenders or Augmenting Lendersconditions described above and to adjust Tenant’s Share. The Expansion Option hereunder is personal to Original Tenant, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoingmay not be Transferred and may be exercised only if Original Tenant is in possession of, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unlessand occupies, (i) at least 37,930 rentable square feet on the proposed date first floor of the effectiveness of such increase and immediately Building without sublease or assignment to any other person or entity. The Expansion Option shall be subordinate to the rights granted to other tenants 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 full execution 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 increaseLease. 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.Addendum Empire CenterPoint.360

Appears in 1 contract

Samples: Lease Agreement (Point.360)

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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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.

Appears in 1 contract

Samples: Credit Agreement (On Semiconductor Corp)

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 the thirtieth (30th) and the thirty-sixth (36th) month of the initial term of this Lease, to include under this Lease an additional 4,000 to 6,000 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 (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 $50,000,000additional 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 of the Borrower, each Letter of Credit 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 increase 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 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 do so at its option and with Tenant's consent) any improvement allowance, abatement of any increase in 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 Revolving Credit Commitments (with such reborrowing to consist prevailing market rate therefore as of the Types addition of Revolving Credit Loanssuch First Expansion Space to the Leased Premises, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, and thereafter adjust in accordance with any such changes to such market charges, (iv) Tenant shall not have the requirements right to assign its expansion rights to any sublessee of Section 2.9the 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 deemed payments First Expansion Space shall be made pursuant available to clause Tenant between the thirty-sixth (ii36th) and the forty-second (42nd) month of the immediately preceding sentence initial term of this Lease. Tenant's obligation to commence paying Rent on such First Expansion Space shall be accompanied by payment of all accrued interest commence on the amount prepaid andearliest to occur of (1) Tenant's occupancy of such First Expansion Space for the purpose of conducting business therefrom, in respect or (2) sixty (60) days following the delivery of each LIBOR Loansuch First Expansion Space by Landlord to Tenant. Landlord shall, shall at Landlord's cost and expense, be subject required to indemnification by the Borrower pursuant make any alterations to the provisions of Section 2.11 if First Expansion Space and the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained Building which are required by law in this Section 2.15 shall constituteorder to provide such space to Tenant (i.e. corridors, or otherwise be deemed to beaccess, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunderetc.)

Appears in 1 contract

Samples: Lease Agreement (Howell Corp /De/)

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 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 Commitments does not exceed $50,000,000275,000,000. 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 reasonably acceptable to the approval of the Borrower, each Letter of Credit Issuer, the Swingline Lender 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 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) ), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementincrease, (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 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 '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, 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: Pacific Sunwear of California Inc

Expansion Option. The Borrower Company 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 $50,000,000500,000,000. 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, the Swingline Lender 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 and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementincrease, (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 Term SOFR Loan and Alternative Currency Term Rate 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 (Tapestry, 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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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 1 contract

Samples: Credit Agreement (Amtrust Financial Services, Inc.)

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 $50,000,000250,000,000. 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 Borrower, each Letter of Credit Issuer, the Swingline Lender Borrower and the Administrative Agent Agent, (ii) no Augmenting Lender shall be a natural person, 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 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 and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementincrease, (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 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.

Appears in 1 contract

Samples: Credit Agreement (Electronic Arts Inc.)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit Commitments (but notCommitments, for the avoidance of doubt, the Swingline Commitment) 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 such increases does not exceed $50,000,000500,000,000. 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 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, the Swingline Lender and the Administrative Agent and each LC 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 J 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 K 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 2.152.22. Increases and new Revolving Credit Commitments 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) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementincrease, (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 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 2.92.02). 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 2.22 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. In connection with any increase of the Commitments 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 and each LC Bank, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent and each LC Bank to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

Appears in 1 contract

Samples: Revolving Credit Agreement (Nisource Inc/De)

Expansion Option. The Borrower may from time (a) Any Member (the "Exercising Member") shall have the right to time elect require the Company to increase construct, own and operate a particular Expansion Project (the Revolving Credit Commitments (but not, for the avoidance of doubt, the Swingline Commitment"Expansion Option") 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 Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer, the Swingline Lender and the Administrative Agent and (ii) (x) the Exercising Member or an Affiliate of the Exercising Member has delivered to the other Member (the "Responding Member") written notice (the "Capacity Request") requesting firm capacity on the Brutus Gathering Facilities to gather or transport gas (including gas which is not owned by the Exercising Member or its Affiliate) from one or more Dedicated Leases or from leases that the Exercising Member or an Affiliate desires to dedicate under the Gathering Agreement or (y) a third party requests (a "Third Party Capacity Request") either additional firm capacity under an existing gathering agreement and/or firm capacity under a newly proposed gathering agreement (the properties in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, (x) and (y) above to be hereinafter referred to as "Expansion Property") to the extent that the expected volume (including increases 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 volume from existing properties dedicated 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 Gathering Agreement or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (any other gathering agreement of which some 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 volumes could be Accelerated Volumes of production from the Expansion Property ("Expansion Property Production"), at the time of such increase and immediately prior to giving effect to any such increase and notice, is not being delivered into the addition of any Augmenting Lenders to this AgreementBrutus Gathering Facilities, (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 Members determine in good faith that the Accessible Capacity is not sufficient practically to handle substantially all of the Expansion Property Production, (iii) the Members determine in good faith that the relevant Expansion Project is necessary to increase the Base Capacity to a level adequate to allow the Brutus Gathering Facilities to handle the Expansion Property Production, (iv) within 60 days from the latest date on which the effective date as Responding Member has the right to respond to the organizational power Capacity Request or the Third Party Capacity Request, whichever is applicable (the "Expansion Option Period"), the Members have held a meeting and authority the Responding Member has voted against the relevant Expansion Project, (v) the Exercising Member voted in favor of the Borrower to borrow hereunder after giving effect to relevant Expansion Project at 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 Loansmeeting, and (iivi) 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, Expansion Option is exercised in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii15.2(b) 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 hereunderbelow.

Appears in 1 contract

Samples: Limited Liability Company Agreement (El Paso Energy Partners Lp)

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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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 $50,000,00025,000,000. 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, the Swingline Lender 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 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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. 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 2.20; provided that any such Incremental Term Loan Amendment shall constitute, require that any waivers or otherwise be deemed to be, a commitment on amendments of Section 4.02 (including the part waiver of any Lender to increase its 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 Commitment hereunderExposures 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.

Appears in 1 contract

Samples: Credit Agreement (Par Pharmaceutical Companies, Inc.)

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 (but not“Increased Commitments”) or enter into one or more tranches of term loans denominated in Dollars (each, for the avoidance an “Incremental Term Loan”), in each case in an aggregate principal amount of doubt, the Swingline Commitment) in minimum increments 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, the Swingline Lender 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 increase and immediately prior to giving effect to any in the U.S. Revolving Commitments, Alternative Currency Revolving Commitments or Extended Revolving Commitments or borrowing of such increase and the addition of any Augmenting Lenders to this AgreementIncremental 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 (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.

Appears in 1 contract

Samples: Assignment and Assumption (Dole Food Co 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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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 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, the Swingline Lender Borrower and the Administrative Agent (such approvals not to be unreasonably withheld or delayed), (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 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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 Incremental Term Loans as described in this Section 2.15 2.20; provided that any such Incremental Term Loan Amendment shall constitute, require that any waivers or otherwise be deemed to be, a commitment on amendments of Section 4.02 (including the part 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 at least three (3) 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. Notwithstanding the foregoing and for the avoidance of doubt, no Lender shall have any obligation to increase its Revolving Credit Commitment hereunderor provide Incremental Term Loans pursuant to this Section 2.20.

Appears in 1 contract

Samples: Credit Agreement (Measurement Specialties Inc)

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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 Provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit 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 increase 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 Lease shall be in compliance with the covenant contained in Section 9.3 full force 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 Loanseffect, and (ii) there shall not then be an existing default under this Lease, beyond any applicable notice and cure periods, Tenant shall have the Borrower right to expand the Premises to Include Suite 232 located on a portion of the second (2nd) floor or the Building (the “Suite 232’’) once Suite 232 becomes, or Landlord reasonably anticipates that Suite 232 will become Available. For the purposes of this Article 49, “Available” means, as to Suite 232, the first instance after the Commencement Date hereof, that Suite 232 is vacant and free of any present or future possessory right now existing by the current tenant thereof or any subtenant (not including Tenant) or any other occupant. Landlord shalt give to Tenant notice (an “Offer Notice”) thereof, specifying a description of Suite 232, more particular identified on Exhibit 3 annexed hereto and the rentable square footage of Suite 232. If Tenant shall give Landlord written notice on or prior to January 1, 2016 electing to so expand the Premises (the “Expansion Notice”) to include Suite 232 as part of the Premises, then Landlord shall deliver possession of Suite 232 to Tenant upon the date that Suite 232 becomes Available (the “Suite 232 Commencement Date”). If Tenant shall fail to timely deliver the Expansion notice to Landlord, Tenant shall be deemed to have repaid waived the expansion right set forth in this Article 49, and reborrowed Landlord shall be free to lease all outstanding Revolving Credit Loans or any portion of Suite 232 to with third parties on such terms and conditions as Landlord shall determine, the expansion option set forth in this Article 49 shall be null and void and of no further force and effect with respect to all or any part of Suite 232 and Landlord shall have no further obligation to offer all or any part of Suite 232 to Tenant, and 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 date of any increase expansion option contained in this Article 49. If Tenant timely deliver the Revolving Credit Commitments (with such reborrowing Expansion Notice 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 of Section 2.9). The deemed payments made pursuant to clause (ii) conditions hereof, then, on the Xxxxx 000 Xxxxxxxxxxxx Xxxx, Xxxxx 000 shall become part of the immediately preceding sentence Premises, upon all of the terms and conditions set forth in this Lease, for the remainder of the Term, except: (A) Tenant’s Proportionate Share shall be accompanied by payment increased to reflect the inclusion of all accrued interest on Suite 232 as part of the amount prepaid and, in respect of each LIBOR Loan, Premises; (B) Tenant shall not be entitled to any rent abatement or free rent; and (C) the base Rent for Suite 232 shall be subject to indemnification by the Borrower pursuant equal to the provisions then escalated rent per square foot which Tenant is then paying for the Premises under the Lease (prior to the inclusion of Section 2.11 if the deemed payment occurs other than on the last day Suite 232); and (D) Landlord shall have no obligation to pay Tenant any work allowance, deliver any materials or perform any alteration or work with respect to Suite 232 whatsoever, and Tenant shall accept Suite 232 otherwise in its current then “AS-IS” condition as 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 hereunderSuite 232 Commencement Date.

Appears in 1 contract

Samples: Agreement of Lease (Constant Contact, 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 (but not, for the avoidance of doubt, the Swingline Commitmenteach 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this AgreementIncremental 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)

Expansion Option. (a) The Borrower may from time to time elect to increase the Revolving Credit Commitments Commitments, increase the amount of term loans under an existing tranche of term loans, or enter into one or more new tranches of term loans (but noteach increase to an existing tranche of term loans, for the avoidance or new tranche of doubtterm loans, the Swingline Commitment) 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, (x) the aggregate amount of such increases of the Revolving Commitments and all such Incremental Term Loans does not exceed $50,000,00050,000,000 and (y) the aggregate amount of such increases of the Revolving Commitments does not exceed $12,500,000. 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 Persons, in each case, constituting Eligible Assignees (each such new bank, financial institution or other entity, an “Augmenting Joining 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, 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 B hereto, and (yii) in the case of an Augmenting Joining Lender, the Borrower and such Augmenting Joining 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 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 Joining 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 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 1 contract

Samples: Credit Agreement (Golden Entertainment, 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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) in each case in minimum increments of $25,000,000 (or such lesser amount 10,000,000; provided that, as of the Administrative Agent may agree) so long as, after giving effect theretoEffective Date, the aggregate amount of all such increases does and all such Incremental Term Loans shall not exceed $50,000,0000. The Borrower may arrange for any such increase or Incremental Term Loans 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 or provide 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, the Swingline Lender Borrower and the Administrative Agent (such approval not to be unreasonably withheld, delayed or conditioned) 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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 or other executive officer of the Borrower and (B) the Borrower shall be in compliance (immediately before and after giving effect (including giving effect on a pro forma basis after giving effect to the application on such date of the proceeds of any Loans funded on such date) to such increase or Incremental Term Loans, as applicable) 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 (including, without limitation, resolutions with respect to borrow hereunder after giving effect to borrowing 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 LoanEurodollar Loan (other than Swingline Loans), 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 1 contract

Samples: Credit Agreement (Quality Systems, 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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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 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 (Parametric Technology Corp)

Expansion Option. The Borrower may from time to time elect to increase In the Revolving Credit Commitments event any or all of the remaining rentable space in the Building (but not, for the avoidance purposes of doubtthis Paragraph 8, the Swingline Commitment“Expansion Space”) in minimum increments of $25,000,000 becomes available for lease, within sixty (or such lesser amount as 60) days thereafter, Landlord shall give Tenant written notice thereof (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 LenderAvailability Notice”), which notice shall include a description of the Expansion Space and the date such Expansion Space will become available, and subject to the renewal rights, expansion rights, rights of first refusal and rights of first offer of other tenants in the Building heretofore granted by Landlord or by one or more new bankswhich are included in any lease executed hereafter to which Tenant fails to exercise its rights under this Xxxxxxxxx 0, financial institutions or other entities Xxxxxx shall have ten (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree 10) days from the receipt of the Availability Notice to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that either (i) each Augmenting Lender, shall be subject elect to the approval lease said space as of the Borrowertime of availability of such Expansion Space for occupancy, each Letter of Credit Issuer, the Swingline Lender and the Administrative Agent and or (ii) notify Landlord that it does not desire to lease said Expansion Space. In the event Tenant declines or fails to respond within said ten (x10) in the case of an Increasing Lenderday period, 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 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 Tenant shall be deemed to have repaid elected not to lease such Expansion Space, Section 9 of this Second Amendment shall be deemed of no further force or effect with respect to such Expansion Space, and reborrowed all outstanding Revolving Credit Loans Landlord shall have the right to lease such Expansion Space in Landlord’s sole discretion. If Tenant elects to lease the Expansion Space, then effective as of the date of any increase availability of the Expansion Space, as set forth in the Revolving Credit Commitments Availability Notice (with subject to any holding over by a prior tenant of such reborrowing to consist Expansion Space) (the “Expansion Space Delivery Date”), such Expansion Space shall become a part of the Types Premises (and Tenant and its agents may access such space and otherwise move into such space), the annual Base Rent per square foot of Revolving Credit Loans, rentable area for such Expansion Space shall be equal to the then applicable Base Rent with related LIBOR Periods if applicable, specified in a notice delivered by respect to the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) remainder of the immediately preceding sentence shall be accompanied by payment of Premises (and all accrued interest on the amount prepaid and, subsequent increases in respect of each LIBOR Loan, Base Rent) and such Expansion Space shall be subject to indemnification all of the terms, provisions and conditions of the Lease, except for any terms, covenants and conditions that are expressly or by their nature inapplicable to such Expansion Space and except that (a) Base Rent and Tenant’s Additional Rent with respect to such Expansion Space (or a lesser portion thereof) shall commence on the Expansion Space Delivery Date, (b) such Expansion Space and any and all leasehold improvements therein will be provided in its current “AS IS, WHERE IS” condition; provided however, Tenant will be provided with a leasehold improvement allowance equal to One and No/100 Dollars ($1.00) multiplied by the Borrower rentable square footage of such Expansion Space, multiplied by the number of months remaining in the Extended Term as of the date of Landlord’s delivery of the Expansion Space to Tenant and divided by seventy-three (73), which is the total number of months in the Extended Term and (c) the Term of the Lease insofar as it relates to such Expansion Space shall be coterminous with the Term (as same may be extended pursuant to the terms and provisions of Section 2.11 if the deemed payment occurs other than on Lease) with respect to the last day of the related LIBOR PeriodsPremises. Nothing contained in this Section 2.15 The Lease shall constitute, or otherwise be deemed to behave been automatically amended in accordance with this Paragraph 8 as of such Expansion Space Delivery Date, a commitment and Tenant and Landlord shall thereafter promptly execute and deliver an appropriate amendment of the Lease to evidence the foregoing. The right of Tenant to lease the Expansion Space may be exercised by Tenant only if at the time of such exercise, no Event of Default exists (unless Landlord, in its sole discretion, elects to waive such condition). No subtenant of the Premises shall have the right to exercise the rights of Tenant under this Paragraph 8. Notwithstanding anything set forth in this Paragraph 8 to the contrary, Tenant’s rights to lease the Expansion Space pursuant to this Paragraph 8 shall terminate on the part day that is two (2) years from the Effective Date of any Lender to increase its Revolving Credit Commitment hereunderthis Second Amendment.

Appears in 1 contract

Samples: Lease Agreement (Electronic Arts Inc.)

Expansion Option. The Borrower may from time to time elect to increase the Revolving Credit obtain additional Commitments (but not, for the avoidance to make incremental Loans hereunder in an initial minimum amount of doubt, the Swingline Commitment) in minimum $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, the Swingline Lender 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 and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementincrease, (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 may from Provided that Tenant is not in default (beyond applicable notice or cure period(s)) of its obligations under this Lease at the time Tenant makes such election or at the time that the Expansion Space (as defined below) is added to this Lease, Tenant shall have the one-time elect right to increase expand the Revolving Credit Commitments Premises (but notthe “Expansion Option”) to include one full contiguous floor of the Building consisting of approximately 54,090 rentable square feet (the “Expansion Space”) effective during the first Lease Year by providing prior written notice (the “Expansion Notice”) to Landlord at least six (6) months prior to the date (the “Expansion Delivery Date”) within the first Lease Year that Tenant seeks to add the Expansion Space to the Premises. Within 15 days following the delivery of the Expansion Notice, for Landlord shall notify EAST\174041517.9 Tenant of the avoidance exact location 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 $50,000,000Expansion Space. The Borrower may arrange for expansion rights set forth above are personal to Tenant and any such increase Successor Entity and shall automatically terminate and become null, void and of no force and effect upon the earlier to be provided occur of (i) the expiration or termination of this Lease by one Landlord or more Lenders pursuant to Law; (each Lender so agreeing ii) the termination or surrender of Tenant’s right of possession to the Premises; (iii) the assignment of this Lease by Tenant to an increase in its Revolving Credit Commitment, an “Increasing Lender”), entity other than a Successor Entity; and (iv) the sublease by Tenant of a portion of the Premises equal to or by exceeding fifty percent (50%) of 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)full floor of the Premises, which agree sublease(s) have expiration dates within six (6) months of the Expiration Date of this Lease; or (vi) the failure of Tenant to increase their existing Revolving Credit Commitmentstimely and/or properly exercise the option set forth above. If Tenant timely exercises the Expansion Option under this Section, or provide new Revolving Credit CommitmentsLandlord shall deliver the Expansion Space to Tenant on the Expansion Delivery Date with the Landlord’s Work (as defined in Exhibit 3.2) on such floor Substantially Complete; and the Expansion Space shall be leased by Tenant on all of the terms of this Lease in effect with respect to the remainder of the Premises (including, without limitation, at the same Fixed Rent rate per square foot and subject to the provisions applicable to Finish Work set forth in Exhibit 3.2 including the Landlord’s Contribution, as the case same may be; provided be increased by Tenant with respect to the Expansion Space pursuant to Section 11(e) of Exhibit 3.2), except that (i) each Augmenting Lenderthe provisions of Section 14 of Exhibit 3.2 shall not apply, the Security Deposit shall be subject increased proportionately on a per square foot basis, Tenant’s parking allocations shall be proportionately increased as provided in Section 11.8, above, and Tenant’s Pro Rata Percentage shall be increased to reflect the addition of the Expansion Space to the approval Premises. At the request of either party, Landlord and Tenant shall promptly execute and deliver an agreement confirming such expansion of the Borrower, each Letter of Credit Issuer, the Swingline Lender Premises and the Administrative Agent and (ii) (x) in estimated date 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 Premises are to be required for any increase in Revolving Credit Commitments expanded pursuant to this Section 2.15paragraph with a provision for establishing the effective date of such expansion based on actual delivery. Increases and new Revolving Credit Commitments created pursuant Landlord’s failure to this Section 2.15 deliver, or delay in delivering, all or any part of the Expansion Space, for any reason, shall become effective on the date agreed by the Borrowernot give rise to any liability of Landlord, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lendersshall not alter Tenant’s obligation to accept such space when delivered, shall not constitute a default of Landlord, and shall not affect the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoingvalidity of this Lease; provided, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unlesshowever, (i) on the proposed date of the effectiveness of such increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreement, that (A) if Landlord fails to deliver possession of the conditions set forth Expansion Space in paragraphs the condition required by this Section 36.1 within two hundred forty (a240) and (b) of Section 6.2 shall days after the Expansion Delivery Date as it may be satisfied extended for Tenant Delay or waived by the Required Lenders and the Administrative Agent Construction Force Majeure, Tenant in its sole discretion, shall have received a certificate the right upon written notice to that effect dated such date and executed by an Authorized Officer Landlord, to withdraw its exercise of the Borrower Expansion Option and upon such withdrawal, all obligations of the parties under this Section 36.1 shall cease, 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 if Landlord fails to the organizational power and authority deliver possession of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase Expansion Space in the Revolving Credit Commitmentscondition required by this Section 36.1 within 30 days following the Expansion Delivery Date as it may be extended for Tenant Delay or Construction Force Majeure and Tenant does not elect to withdraw its Expansion Option, Landlord shall provide Tenant with (iI) 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, one (1) day of Fixed Rent abatement for Expansion Space for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use 31st through 90th day 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 Loanslate delivery, and (iiII) two (2) days of Fixed Rent abatement for the Borrower shall be deemed Expansion Space for each day thereafter that Landlord fails to have repaid and reborrowed all outstanding Revolving Credit Loans deliver the Expansion Space as of required by this Section 36.1. If the date of any increase prior tenant holds over in the Revolving Credit Commitments (with Expansion Space beyond the term of its lease, then Landlord shall, no later than 30 days following the Expansion Delivery Date, commence and diligently pursue eviction proceedings against 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)tenant. 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.EAST\174041517.9

Appears in 1 contract

Samples: Lease (Arvinas, Inc.)

Expansion Option. (a) The Borrower Company may from time to time after the Restatement Effective Date elect to increase the Revolving Credit Commitments or any Extended Revolving Commitments (but notthe “Increased Commitments”) or add one or more tranches of term loans (each, for the avoidance an “Incremental Term Loan”), as applicable, in each case in an aggregate principal amount of doubt, the Swingline Commitment) in minimum increments 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 $50,000,000750,000,000. 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 CommitmentCommitment or Extended Revolving Commitments, 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 Extended Revolving Commitments, or provide new Revolving Credit Commitments, as the case may beto participate in such Incremental Term Loan; 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, the Swingline Lender 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 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 Revolving Credit 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, clause unless (i) on the proposed date of the effectiveness of such increase and immediately prior to giving effect to any in the Revolving Commitments or Extended Revolving Commitments or borrowing of such increase and the addition of any Augmenting Lenders to this Agreement, (A) Incremental Term Loan 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 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 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 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 Borrower Company 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) no Lender will be required to increase its participate in any such Incremental Facility, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than the U.S. Term A Loan Maturity Date, U.S. Term A-1 Loan Maturity Date, U.S. Term A-2 Loan Maturity Date or European Term A Loan Maturity Date, (iii) 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 U.S. Term A Loans, U.S. Term A-1 Loans, U.S. Term A-2 Loans or European Term A Loans, (iv) Incremental Term Loans shall not participate on a greater than pro rata basis with the other Term Loans in any optional or mandatory prepayment hereunder, (v) the interest margins, fees and original issue discount for the Incremental Term Loans shall be determined by the Borrower and the lenders of the Incremental Term Loans; provided that if the effective yield (defined as the sum of (x) the LIBO Rate for such Incremental Term Loans (after giving effect to any minimum rate applicable thereto) plus (y) the Applicable Margin for such Incremental Term Loans plus (z) the quotient of (I) the amount of original issue discount and upfront fees on such Incremental Term Loans divided by (II) four) exceeds the effective yield of the European Term B Loans (determined in a consistent manner with the determination set forth above) by more than 50 basis points, then the Applicable Margins for the European Term B Loans shall be increased to the extent necessary so that the effective yield of the European Term B Loans is equal to the effective yield of such Incremental Term Loans minus 00 xxxxx xxxxxx, (xx) Incremental Term Loans and Increased Commitments shall be secured on a pari passu basis with the other Loans of the Company and (vii) any Increased Commitments shall be on terms and pursuant to documentation applicable to the Revolving Credit Commitment hereunderCommitments or Extended Revolving Commitments and any Incremental Term Loans shall be on terms and pursuant to documentation to be determined, provided that, to the extent such terms and documentation are not consistent with the U.S. Term A Facility, U.S. Term A-1 Facility, U.S. Term A-2 Facility and Revolving Facility (except to the extent permitted by clause (ii), (iii), (iv) or (v) above) they shall be reasonably satisfactory to the Administrative Agent. The Company shall seek commitments in respect of any Incremental Facility from existing Lenders or from additional banks, financial institutions and other institutional lenders reasonably acceptable to the Administrative Agent who will become Lenders in connection therewith.

Appears in 1 contract

Samples: Guarantee Agreement (Constellation Brands, 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 (but noteach an “Incremental Term Loan”), for the avoidance in each case in a minimum amount of doubt, the Swingline Commitment) in minimum $50,000,000 and 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 4.03 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 6.18 and (ii) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received documents and opinions consistent with of the same type, to the extent applicable, as 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 to the extent the resolutions delivered on the Effective Date approve such matters, a certification from the Borrower that the resolutions delivered on the Effective Date remain in full force and effect and have not been amended or otherwise modified since the adoption thereof). 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 (whether in the form of interest rate margin, upfront fees, original issue discount, call protection or otherwise) 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 (Energizer Holdings Inc)

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 Commitmenta) 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 Provided: (i) each Augmenting Lender, shall be subject to the approval Tenant is not then in default of the Borrower, each Letter of Credit Issuer, the Swingline Lender and the Administrative Agent and Lease; (ii) no more than 3 monetary Events of Default have occurred within any 60-consecutive month period after the date of this Amendment; (xiii) the Lease is in full force and effect; (iv) Tenant is the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, originally named Tenant (or its transferee under a Permitted Transfer); and (yv) 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 Tenant (or in the Revolving Credit Commitment of any Lenderits transferee under a Permitted Transfer) shall become effective under this paragraph unless, (i) on the proposed date is then occupying 100% of the effectiveness Premises for the conduct of such increase Tenant’s business (or for the conduct of a transferee’s business under a Permitted Transfer), then Tenant has the option (“Expansion Option”) to lease all (but not less than all) of the approximately 13,220 rentable square feet known as Suite 2-200 and immediately prior to giving effect to any such increase shown on Exhibit A-4 attached hereto (“Expansion Space”) upon the terms and the addition of any Augmenting Lenders to this Agreement, (A) the conditions set forth in paragraphs (a) and (b) this Section. If Tenant desires to exercise the Expansion Option, Tenant shall send a written notice to Landlord 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 its irrevocable exercise of the Borrower and Expansion Option (B“Tenant’s Expansion Notice”), which must be received by Landlord before May 31, 2022, time being of the essence. Upon Tenant’s delivery of Tenant’s Expansion Notice, Tenant may not thereafter revoke Tenant’s exercise of the Expansion Option. The Term for the Expansion Space shall commence on the date (“Expansion Space Commencement Date”) that is the earlier of: (i) the Borrower shall be in compliance with date on which Tenant first occupies all or any portion of the covenant contained in Section 9.3 and Expansion Space for the conduct of any business; or (ii) 90 days after the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority Landlord delivers possession of the Borrower Expansion Space 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 hereunderTenant.

Appears in 1 contract

Samples: BigCommerce Holdings, 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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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 $50,000,000200,000,000. 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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 6.06 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 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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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 6.08 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 1 contract

Samples: Credit Agreement (Ch Energy Group Inc)

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 (but noteach such requested commitment an “Incremental Commitment”), for by submitting to the avoidance Administrative Agent a Commitment Increase Supplement, substantially in the form of doubtExhibit 2.15, duly executed by the Swingline Commitment) 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, the Swingline Lender 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 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 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.

Appears in 1 contract

Samples: Credit Agreement (Tennessee Valley Authority)

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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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, Lender shall be subject to the approval of the Borrower, each Letter of Credit Issuer, the Swingline Lender and the Administrative Agent and, in the case of a new Commitment, each Issuing Bank (in each case, such approval 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 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 2.152.19. 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, 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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 6.10 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 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 shall, in respect of each Eurodollar Loan, 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. The Incremental Term Loans (a) shall rank equal to 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 2.19. Nothing contained in this Section 2.15 2.19 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 (Kirby Corp)

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 Revolving Commitments (but notthe “Increased Commitments”) or add one or more tranches of term loans (each, for the avoidance an “Incremental Term Loan”), as applicable, in each case in an aggregate principal amount of doubt, the Swingline Commitment) in minimum increments 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 and all such Incremental Term Loans (other than Refinancing Term Loans) 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 4.50 to 1.0 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), plus (iii) the principal amount of any voluntary prepayments of Term Loans and voluntary reductions of Revolving Commitments (to the extent accompanied by a permanent reduction in such Revolving Commitments), in each case other than to the extent financed with the proceeds of long-term Indebtedness; provided that Incremental Term Loans and Increased Commitments may be incurred under clauses (i), (ii) and (iii) above, and proceeds for any such incurrence may be utilized in a single transaction by first calculating the incurrence under clause (ii) above, except that during a Covenant Suspension Period, the aggregate amount of all such Increased Commitments and all such Incremental Term Loans (other than Refinancing Term Loans) 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 Revolving Commitments, 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 Extended Revolving Commitments, or provide new Revolving Credit Commitments, as the case may beto participate in such Incremental Term Loan; 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, the Swingline Lender 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 2.152.19. Increases of Revolving Commitments, Extended Revolving Commitments 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 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 Extended Revolving Credit Commitment of any Lender) Commitments or Incremental Term Loans shall become effective be permitted under this paragraph unless, Section 2.19 unless (i) on the proposed date of the effectiveness of such increase and immediately prior to giving effect to any in the Revolving Commitments or Extended Revolving Commitments or borrowing of such increase and the addition of any Augmenting Lenders to this Agreement, (A) Incremental Term Loan 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 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 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 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 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) no Lender will be required to increase its participate in any such Incremental Facility, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than the U.S. Term A Loan Maturity Date, U.S. Term A-1 Loan Maturity Date, European Term A-1 Loan Maturity Date, European Term A-2 Loan Maturity Date or European Term A Loan Maturity Date, (iii) 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 U.S. Term A Loans, U.S. Term A-1 Loans, European Term A Loans, European Term A-1 Loans or European Term A-2 Loans, (iv) Incremental Term Loans shall not participate on a greater than pro rata basis with the other Term Loans in any optional or mandatory prepayment hereunder, (v) the interest margins, fees and original issue discount for the Incremental Term Loans shall be determined by the Borrower and the lenders of the Incremental Term Loans; (vi) Incremental Term Loans and Increased Commitments shall be secured on a pari passu basis with the other Loans of the applicable Borrower and (vii) any Increased Commitments shall be on terms and pursuant to documentation applicable to the Revolving Commitments or Extended Revolving Commitments and any Incremental Term Loans shall be on terms and pursuant to documentation to be determined, provided that, to the extent such terms and documentation are not consistent with the U.S. Term A Loan facility, U.S. Term A-1 Loan facility, U.S. Revolving Credit Commitment hereunderFacility, European Term A Loan facility, European Term A-1 Loan facility, European Term A-2 Loan facility, and European Revolving Credit Facility (except to the extent permitted by clause (ii), (iii), (iv) or (v) above) they shall be reasonably satisfactory to the Administrative Agent. The applicable Borrower shall seek commitments in respect of any Incremental Facility from existing Lenders or from additional banks, financial institutions and other institutional lenders reasonably acceptable to the Administrative Agent who will become Lenders in connection therewith.

Appears in 1 contract

Samples: Restatement Agreement (Constellation Brands, Inc.)

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) 5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases the Commitments does not exceed $50,000,000225,000,000. 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, the Swingline Lender 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 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, 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 and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementincrease, (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 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 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, 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 1 contract

Samples: Credit Agreement (Arbitron Inc)

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 $50,000,000250,000,000. 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 Borrower, each Letter of Credit Issuer, the Swingline Lender Borrower and the Administrative Agent Agent, (ii) no Augmenting Lender shall be an Ineligible Institution 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 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 and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementincrease, (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 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.

Appears in 1 contract

Samples: Credit Agreement (Electronic Arts Inc.)

Expansion Option. The Borrower Company 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 $50,000,000300,000,000. 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, the Swingline Lender 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 and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementincrease, (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. (a) The Borrower Borrowers may from time to time after the Closing Date elect to increase the any Class of Revolving Credit Commitments or any Extended Revolving Commitments (but not, for the avoidance of doubt, the Swingline Commitment“Increased Commitments”) in minimum increments an aggregate principal amount of not less than $10,000,000 and/or the Borrowers may from time to time after the Closing Date elect to add one or more tranches of term loans (each, an “Incremental Term Loan” and, together with any Increased Commitments, an “Incremental Facility”) in an aggregate principal amount of not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long asas Holdings shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 6.05 (provided that the calculation of the Consolidated Leverage Ratio shall be deemed to (A) include the full amount of any Increased Commitments, assuming the full amount of such Increased Commitments has been drawn, and (B) exclude the cash proceeds of the borrowings under any such Increased Commitments or Incremental Term Loans but not the use of such proceeds) as of the last day of the most recently ended Test Period for which financial statements of Holdings have been delivered pursuant to Sections 5.01(a) and (b), after giving effect thereto, to the aggregate amount establishment or incurrence of such increases does not exceed $50,000,000Increased Commitments and/or Incremental Term Loans, as the case may be, and any Specified Transaction consummated in connection therewith. The Borrower applicable 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 CommitmentCommitment or Extended Revolving Commitments, 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 Extended Revolving Commitments, or provide new Revolving Credit Commitments, as the case may beto participate in such Incremental Term Loan; 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, the Swingline Lender applicable Borrowers 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 Borrowers, to effect the provisions of this Section 2.152.18. Increases of Revolving Commitments and Extended Revolving Commitments and new Revolving Credit Commitments Incremental Term Loans created pursuant to this Section 2.15 2.18 shall become effective on the date agreed by the Borrowerapplicable Borrowers, 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 Extended Revolving Credit Commitment of any Lender) Commitments or Incremental Term Loans shall become effective be permitted under this paragraph unless, (i) on the proposed date of the effectiveness of such increase 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 2.18 unless no Default shall have received a certificate to that effect dated such date occurred 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 increasecontinuing or would result therefrom. On the effective date of any increase in the Revolving Credit CommitmentsCommitments or Extended Revolving Commitments or any Incremental Term Loans being made, (i) except in the case of any Incremental Term Loans, 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, 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 2.18) of all then outstanding Revolving Loans of such Class. Notwithstanding the date foregoing, no prepayment of such Revolving Loans shall be applied to Loans of any increase Defaulting Lender. The Administrative Agent and the 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 Borrower Borrowers pursuant to the provisions of Section 2.11 2.14 if the deemed payment occurs other than on the last day of the related LIBOR relevant Interest Periods. Nothing contained The terms of any Incremental Term Loans shall be as set forth in the amendment to this Section 2.15 Agreement providing for such Incremental Term Loans; provided that (i) no Lender will be required to participate in any such Incremental Facility, (ii) the final maturity date of any Incremental Term Loans shall constitutebe no earlier than the Term Loan Maturity Date, (iii) 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 Domestic Term Loans, (iv) any Increased Commitments shall be on terms and pursuant to documentation applicable to the applicable Class of Revolving Commitments or Extended Revolving Commitments and may include provisions relating to swingline loans and/or letters of credit, as applicable, issued thereunder, which issuances shall be on terms substantially similar (except for the overall size of such subfacilities, the fees payable in connection therewith and the identity of the swingline lender and issuing bank, as applicable, which shall be determined by the applicable Borrowers, the lenders of such commitments and the applicable issuing bank and swingline lenders and borrowing, repayment and termination of commitment procedures with respect thereto, in each case which shall be specified in the applicable Additional Credit Extension Amendment) to the terms relating to Swingline Loans and Letters of Credit with respect to the applicable Class of Revolving Commitments or otherwise reasonably acceptable to the Administrative Agent and (v) any Incremental Term Loans shall be deemed on terms and pursuant to bedocumentation, a commitment on including conditions, to be determined by the part of any Lender applicable Borrowers and the Increasing Lenders and/or the Augmenting Lenders party thereto; provided that, to increase its Revolving Credit Commitment hereunderthe extent such terms and documentation are not consistent with the Term A Facility (except to the extent permitted by clause (ii) or (iii) above) they shall be reasonably satisfactory to the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Genpact LTD)

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 (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 agreeeach an “Incremental Term Loan”) so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $50,000,00030,000,000. 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 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, the Swingline Lender Company and the Administrative Agent Agent, (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 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 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 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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 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 Company 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 Administrative Borrower 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. Nothing contained 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 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.

Appears in 1 contract

Samples: Credit Agreement (Zep 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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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 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, the Swingline Lender 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 2.15. 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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 6.07 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. 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 (an “Incremental Term Loan Amendment”) to 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.

Appears in 1 contract

Samples: Credit Agreement (Network Appliance Inc)

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 Revolving Commitments (but notthe “Increased Commitments”) or add one or more tranches of term loans (each, for the avoidance an “Incremental Term Loan”), as applicable, in each case in an aggregate principal amount of doubt, the Swingline Commitment) in minimum increments 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 and all such Incremental Term Loans (other than Refinancing Term Loans) 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 1.0 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 Incremental Term Loans and 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 and all such Incremental Term Loans (other than Refinancing Term Loans) 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 Revolving Commitments, 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 Extended Revolving Commitments, or provide new Revolving Credit Commitments, as the case may beto participate in such Incremental Term Loan; 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, the Swingline Lender 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 2.152.19. Increases of Revolving Commitments, Extended Revolving Commitments 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 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 Extended Revolving Credit Commitment of any Lender) Commitments or Incremental Term Loans shall become effective be permitted under this paragraph unless, Section 2.19 unless (i) on the proposed date of the effectiveness of such increase and immediately prior to giving effect to any in the Revolving Commitments or Extended Revolving Commitments or borrowing of such increase and the addition of any Augmenting Lenders to this Agreement, (A) Incremental Term Loan 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 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 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 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 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) no Lender will be required to increase its participate in any such Incremental Term Loan, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than the European Term A Loan Maturity Date, (iii) 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 European Term A Loans, (iv) Incremental Term Loans shall not participate on a greater than pro rata basis with the other Term Loans in any optional or mandatory prepayment hereunder, (v) the interest margins, fees and original issue discount for the Incremental Term Loans shall be determined by the Borrower and the lenders of the Incremental Term Loans; and (vi) any Increased Commitments shall be on terms and pursuant to documentation applicable to the Revolving Commitments or Extended Revolving Commitments and any Incremental Term Loans shall be on terms and pursuant to documentation to be determined, provided that, to the extent such terms and documentation are not consistent with the U.S. Revolving Credit Commitment hereunderFacility, European Term A Loan facility and European Revolving Credit Facility (except to the extent permitted by clause (ii), (iii), (iv) or (v) above) they shall be reasonably satisfactory to the Administrative Agent. The applicable Borrower shall seek commitments in respect of any Increased Commitments from existing Lenders or from additional banks, financial institutions and other institutional lenders reasonably acceptable to the Administrative Agent who will become Lenders in connection therewith.

Appears in 1 contract

Samples: Restatement Agreement (Constellation Brands, 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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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 $50,000,000125,000,000. 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 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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. 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. The Borrower Borrowers 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 $50,000,000300,000,000. 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, 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 BorrowerBorrowers, each Letter of Credit Issuer, the Swingline Lender and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower Borrowers 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 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 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 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 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 each Borrower and (B) the each Borrower shall be in compliance with the covenant covenants contained in Section 9.3 and Section 9.4 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 each 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 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, in accordance with the requirements of Section 2.9Borrowers). 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 SOFR Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 2.11 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. In connection with any increase in the Revolving Credit Commitment pursuant to this Section 2.15, the respective Sublimits and Maximum Sublimits of the Borrowers shall be increased by an equal aggregate amount as the Borrowers may direct by notice to the Administrative Agent, subject to the limitations set forth in Section 4.2. If there are Swingline Loans or Letters of Credit outstanding on the date of the effectiveness of the increase, the participations of the Lenders in such Swingline Loans or Letters of Credit, if any, will be automatically adjusted to reflect the Revolving Credit Commitment Percentages of all the Lenders after giving effect to any increase of the Revolving Credit Commitments in accordance with this Section 2.15.

Appears in 1 contract

Samples: 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 $50,000,000100,000,000. 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, 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 increase 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 covenants contained in Section 9.3 and Section 9.4 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 1 contract

Samples: Amendment and Restatement Agreement (ITC Holdings 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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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 (Whole Foods Market 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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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, the Swingline Lender 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 increase 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 1 contract

Samples: Credit Agreement (National General Holdings Corp.)

Expansion Option. (i) The Borrower may from time to time elect to increase the Aggregate Revolving Credit Commitments Loan Commitment or enter into one or more tranches of term loans (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) in each case in minimum amounts of $50,000,000 and 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 in the Aggregate Revolving Loan Commitment 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 existing Lenders (each existing Lender so agreeing to an increase in its Revolving Credit Loan 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 Loan Commitments, or provide new to participate in such Incremental Term Loans, or extend Revolving Credit Loan 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, the Swingline Lender Borrower and the Administrative Agent and, in the case of an increase to the Aggregate Revolving Loan Commitments, JPMorgan in its capacity as an Issuing Bank (which consent shall not 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 heretoF-1 hereto (each, 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 heretoF-2 hereto (each, an “Augmenting Lender Supplement”). No consent of any Lender (other than the Lenders participating in the increaseincrease to the Aggregate Revolving Loan Commitment or any Incremental Term Loan) shall be required for any increase in Revolving Credit Loan Commitments or Incremental Term Loan pursuant to this Section 2.152.5(B)(i). Increases in and new Revolving Credit Loan Commitments and Incremental Term Loans created pursuant to this Section 2.15 2.5(B)(i) 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 Aggregate Revolving Credit Commitments Loan Commitment (or in the Revolving Credit Loan 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 increase 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 1 contract

Samples: Revolving Credit Agreement (Energizer Holdings Inc)

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 (but notthe “Commitment Amount”) (the decision to increase the Commitment Amount of a Lender to be within the sole and absolute discretion of such Lender), for request any other Eligible Assignee or new lender reasonably satisfactory to the avoidance 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 doubtExhibit 2.15, duly executed by the Swingline Commitment) 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, 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 2.15Commitments. 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 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 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

Samples: Credit Agreement (Tennessee Valley Authority)

Expansion Option. (a) The Borrower may from time to time after the ClosingAmendment No. 2 Effective Date elect to increase the Revolving Credit Commitments or, any Extended Revolving Commitments or the aggregate principal amount of any Class of Term Loans (but not“Increased Commitments”) or enter into one or more Classes of term loans (each, for the avoidance an “Incremental Term Loan”), in each case, in an aggregate principal amount of doubt, the Swingline Commitment) in minimum increments 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 $50,000,000150,000,000400,000,000 (the “Incremental Basket Amount”).; provided that, immediately upon the effectiveness of the Amendment No.2 Revolving Increase and the Amendment No. 2 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 CommitmentCommitment or, 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 or, 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, the Swingline Lender 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 increase in the Revolving Commitments or , Extended Revolving Commitments or Term Loans or the borrowing of Incremental Term Loans, (w) the representations and warranties of the Loan Parties set forth in 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 (except 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 prior to 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 any such increase and the addition of any Augmenting Lenders to this AgreementIncreased Commitments and/or Incremental Term Loan, (A) the conditions set forth in paragraphs (a) as applicable, has been drawn, whether or not so drawn and (bz) of Section 6.2 shall be satisfied or waived by the Required Lenders and 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 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 (Caseys General Stores 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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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 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 (JDS Uniphase Corp /Ca/)

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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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, the Swingline Lender 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 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, 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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 legal opinions consistent with those delivered on the effective date Effective Date as to such legal matters as are reasonably requested by the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increaseAdministrative 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 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 (other than with respect to prepayment requirements) during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced, and may include fees, 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

Samples: Credit Agreement (Endo Pharmaceuticals Holdings 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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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 $50,000,00030,000,000. 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, the Swingline Lender 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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 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 (Informatica Corp)

Expansion Option. (a) The Borrower Borrowers may from time to time after the Closing Date elect to increase the any Class of Revolving Credit Commitments or any Extended Revolving Commitments (but not, for the avoidance of doubt, the Swingline Commitment“Increased Commitments”) in minimum increments an aggregate principal amount of not less than $10,000,000 and/or the Borrowers may from time to time after the Closing Date elect to add one or more tranches of term loans (each, an “Incremental Term Loan” and, together with any Increased Commitments, an “Incremental Facility”) in an aggregate principal amount of not less than $25,000,000 (or such lesser amount so long as the Administrative Agent aggregate amount of all such Increased Commitments and all such Incremental Term Loans (other than Other Term Loans), as the case may agreebe, would not exceed the greater of (x) so long as$100,000,000 and (y) the amount of Increased Commitments and/or Incremental Term Loans, as the case may be, such that the Consolidated Secured Leverage Ratio shall be no greater than 2.25 to 1.00 (which shall be deemed to (x) include the full amount of any Increased Commitments, assuming the full amount of such Increased Commitments has been drawn, and (y) exclude the cash proceeds of the borrowings under any such Increased Commitments or Incremental Term Loans but not the use of such proceeds) as of the last day of the most recently ended Test Period for which financial statements of Holdings have been delivered pursuant to Section 5.01(a) and (b), after giving effect thereto, to the aggregate amount establishment or incurrence of such increases does not exceed $50,000,000Increased Commitments and/or Incremental Term Loans (other than Other Term Loans), as the case may be, and any Specified Transaction consummated in connection therewith. The Borrower applicable 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 CommitmentCommitment or Extended Revolving Commitments, 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 Extended Revolving Commitments, or provide new Revolving Credit Commitments, as the case may beto participate in such Incremental Term Loan; 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, the Swingline Lender applicable Borrowers 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 Borrowers, to effect the provisions of this Section 2.152.18. Increases of Revolving Commitments and Extended Revolving Commitments and new Revolving Credit Commitments Incremental Term Loans created pursuant to this Section 2.15 2.18 shall become effective on the date agreed by the Borrowerapplicable Borrowers, 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 Loans shall become effective be permitted under this paragraph unless, Section 2.18 unless (i) no Default shall have occurred and be continuing or would result therefrom and (ii) the Borrowers shall be in compliancethe Consolidated Leverage Ratio, calculated on the proposed date of the effectiveness of such increase and immediately prior to a Pro Forma Basis after giving effect to the establishment or incurrence of such Increased Commitments or Incremental Term Loans, as the case may be, and any Specified Transaction consummated in connection therewith (which shall be deemed to (x) include the full amount of any Increased Commitments, assuming the full amount of such Increased Commitments has been drawn, and (y) exclude the cash proceeds of the borrowings under any such increase and Increased Commitments or Incremental Term Loans but not the addition use of any Augmenting Lenders to this Agreementsuch proceeds), (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 6.09shall not exceed 2.25:1.00 as to the organizational power and authority of the Borrower last day of the most recently ended Test Period of Holdings 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 Revolving Commitments or any Incremental Term Loans being made, (i) except in the case of any Incremental Term Loans, 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, 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 2.18) of all then outstanding Revolving Loans of such Class. Notwithstanding the date foregoing, no prepayment of such Revolving Loans shall be applied to Loans of any increase Defaulting Lender. The Administrative Agent and the 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 Borrower Borrowers pursuant to the provisions of Section 2.11 2.14 if the deemed payment occurs other than on the last day of the related LIBOR Interest Periods. Nothing contained The terms of any Incremental Term Loans shall be as set forth in the amendment to this Section 2.15 Agreement providing for such Incremental Term Loans; provided that (i) no Lender will be required to participate in any such Incremental Facility, (ii) the final maturity date of any Incremental Term Loans shall constitutebe no earlier than the Term Loan Maturity Date, (iii) 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 Domestic Term B-1 Loans, (iv) the interest margins and floors, fees, discounts and premiums for the Incremental Term Loans shall be determined by the applicable Borrowers and the lenders of the Incremental Term Loans; provided that the All-In Yield applicable to any such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Domestic Term B-1 Loans and Bermuda Term Loans, plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR floor or Base Rate floor) with respect to the Domestic Term B-1 Loans and Bermuda Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Domestic Term B-1 Loans and Bermuda Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans, minus 50 basis points; provided that any increase in yield to any existing Domestic Term B-1 Loans and Bermuda Term Loan due to the application of a LIBO Rate or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBO Rate floor or Base Rate floor applicable to such existing Domestic Term B-1 Loans and Bermuda Term Loans, (v) Incremental Term Loans and Increased Commitments shall be secured on a pari passu basis by liens on the Collateral securing the other Loans in each case on terms reasonably satisfactory to the Administrative Agent, (vi) any Increased Commitments shall be on terms and pursuant to documentation applicable to the applicable Class of Revolving Commitments or Extended Revolving Commitments and may include provisions relating to swingline loans and/or letters of credit, as applicable, issued thereunder, which issuances shall be on terms substantially similar (except for the overall size of such subfacilities, the fees payable in connection therewith and the identity of the swingline lender and issuing bank, as applicable, which shall be determined by the applicable Borrowers, the lenders of such commitments and the applicable issuing bank and swingline lenders and borrowing, repayment and termination of commitment procedures with respect thereto, in each case which shall be specified in the applicable Additional Credit Extension Amendment) to the terms relating to Swingline Loans and Letters of Credit with respect to the applicable Class of Revolving Commitments or otherwise reasonably acceptable to the Administrative Agent and (vii) any Incremental Term Loans shall be deemed on terms and pursuant to bedocumentation, a commitment on including conditions, to be determined by the part of any Lender applicable Borrowers and the Increasing Lenders and/or the Augmenting Lenders party thereto; provided that, to increase its Revolving Credit Commitment hereunderthe extent such terms and documentation are not consistent with the Term B-1 Facility (except to the extent permitted by clause (ii), (iii) or (iv) above) they shall be reasonably satisfactory to the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Genpact LTD)

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) 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, 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, the Swingline Lender 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 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) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementincrease, (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 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 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 (Zebra Technologies Corp/De)

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 (but noteach an “Incremental Term Loan”), for the avoidance of doubt, the Swingline Commitment) 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 Swingline Lender and 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 increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreementor 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.

Appears in 1 contract

Samples: Credit Agreement (Service Corp International)

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 (but noteach such requested commitment an “Incremental Commitment”), for by submitting to 4839-9354-3409 v.6 the avoidance Administrative Agent a Commitment Increase Supplement, substantially in the form of doubtExhibit 2.15, duly executed by the Swingline Commitment) 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, the Swingline Lender 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 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 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.

Appears in 1 contract

Samples: September Maturity Credit Agreement (Tennessee Valley Authority)

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 (but noteach such requested commitment an “Incremental Commitment”), for by submitting to the avoidance Administrative Agent a Commitment Increase Supplement, substantially in the form of doubtExhibit 2.15, duly executed by the Swingline Commitment) 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, the Swingline Lender 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 of satisfaction or waiver by the Borrower, the Administrative Agent and the relevant Increasing Required -38 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 and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreement, (A) the conditions precedent set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders 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.

Appears in 1 contract

Samples: Credit Agreement (Tennessee Valley Authority)

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