Increase in Aggregate Commitment. (a) The Borrower may, from time to time (but not on more than four occasions during the term of this Agreement), by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit F, request that the Aggregate Commitment be increased; provided that (i) the aggregate amount of all such increases during the term of this Agreement shall not exceed $25,000,000 and (ii) any such increase in the Aggregate Commitment shall be in an amount equal to $10,000,000 or a higher integral multiple of $1,000,000 (or, if less, the remaining amount of the increases permitted under this Section 2.18). (b) Any increase in the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F. (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld or delayed), and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties. (e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant to this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.4.
Appears in 3 contracts
Samples: Credit Agreement (Madison Gas & Electric Co), Credit Agreement (Madison Gas & Electric Co), Credit Agreement (Madison Gas & Electric Co)
Increase in Aggregate Commitment. (a) The After the Closing Date, in the event that a Lender desires to increase its Commitment, or a bank or other entity that is not a Lender desires to become a Lender and provide an additional Commitment hereunder, and so long as no Default or Unmatured Default shall have occurred and be continuing and with the prior written consent of Agent, the Borrower may, shall have the right from time to time (but not on more than four occasions during the term of this Agreement), by means of a letter delivered prior to the Administrative Facility Termination Date upon not less than thirty (30) days’ prior written notice to Agent to increase the Aggregate Commitment by an aggregate amount of up to $100,000,000 (subject to the terms and conditions set forth herein, “Commitment Adjustment Event”); provided, that in no event shall the Aggregate Commitment be increased to an amount greater than $950,000,000; provided, further, that:
(1) if the Borrower and a Lender elect to increase such Lender’s Commitment, the Borrower and such Lender shall execute and deliver to the Agent a certificate substantially in the form of Exhibit FI attached hereto (a “Commitment Increase Certificate”), request that and the Borrower shall deliver a new Note payable to the order of such Lender in the principal amount equal to its Commitment after giving effect to such increase, and otherwise duly completed;
(2) if the Borrower elects to increase the Aggregate Commitment be increasedby causing a bank or financial institution that at such time is not a Lender to become a Lender (an “Additional Lender”), the Borrower and such Additional Lender shall execute and deliver to the Agent, a certificate substantially in the form of Exhibit J hereto) (an “Additional Lender Certificate”), together with an Administrative Questionnaire as referred to in Exhibit G, and the Borrower shall deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Commitment, and otherwise duly completed; provided that that, any such Additional Lender shall be approved by the Agent (isuch approval not to be unreasonably withheld, conditioned or delayed) the aggregate amount of all prior to such increases during the term of bank or financial institution becoming an Additional Lender hereunder.
(3) subject to acceptance and recording thereof pursuant to this Agreement shall not exceed $25,000,000 and subsection (ii) hereof, from and after the effective date specified in the Commitment Increase Certificate or the Additional Lender Certificate, as applicable (or if any Eurodollar Advance is outstanding, then on the last day of the Interest Period in respect of such Eurodollar Advance, unless the Borrower has paid compensation required with respect to such Eurodollar Advance): (a) the amount of the Aggregate Commitment, and the Commitment, shall be increased by the amount set forth therein, and (b) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender party to the Commitment Increase Certificate or Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Loans (and participation interests in Letters of Credit) of each of the other lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Additional Lender, if applicable) shall hold its respective percentage of the outstanding Loans (and participation interests) after giving effect to the increase in the Aggregate Commitment; and
(4) upon its receipt of a duly completed Commitment Increase Certificate or an Additional Lender Certificate, as applicable, executed by the Borrower and the Lender or the Additional Lender party thereto, as applicable, and, with respect to an Additional Lender, the Administrative Questionnaire referred to in Exhibit G, the Agent shall accept such Commitment Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register maintained by the Agent pursuant to Section 12.3(d). No increase in the Aggregate Commitment shall be effective for purposes of this Agreement unless it has been recorded in an amount equal to $10,000,000 or a higher integral multiple of $1,000,000 (or, if less, the remaining amount of the increases permitted under Register as provided in this Section 2.1812.3(d).
(b) Any increase in the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld or delayed), and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant to this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.4.
Appears in 2 contracts
Samples: Credit Agreement (USA Compression Partners, LP), Credit Agreement
Increase in Aggregate Commitment. (a) The Borrower may, from time to time (but not on more than four occasions during the term of this Agreement), by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit F, request that the Aggregate Commitment be increased; provided that (i) the aggregate amount of all such increases during the term of this Agreement shall not exceed $25,000,000 30,000,000 and (ii) any such increase in the Aggregate Commitment shall be in an amount equal to $10,000,000 or a higher integral multiple of $1,000,000 (or, if less, the remaining amount of the increases permitted under this Section 2.18).
(b) Any increase in the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld or delayed), and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant to this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.4.
Appears in 2 contracts
Samples: Credit Agreement (Madison Gas & Electric Co), Credit Agreement (Madison Gas & Electric Co)
Increase in Aggregate Commitment. (a) The Borrower Borrowers may, from time at their option, on up to time (but not on more than four occasions during the term of this Agreement)two occasions, by means of a letter delivered seek to the Administrative Agent substantially in the form of Exhibit F, request that increase the Aggregate Commitment be increased; provided that (i) the by up to an aggregate amount of all $300,000,000 (resulting in a maximum Aggregate Commitment of $600,000,000) upon at least three (3) Business Days’ written notice to the Agent, which notice shall specify the amount of such increases during increase and shall be delivered at a time when no Default or Unmatured Default has occurred and is continuing. The Borrowers may, after giving such notice, offer the term of this Agreement shall not exceed $25,000,000 and (ii) any such increase in the Aggregate Commitment on either a ratable basis to the Lenders or on a non-pro rata basis to one or more Lenders and/or to other banks or entities reasonably acceptable to the Agent. No increase in the Aggregate Commitment shall be become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to the Agent a document in an amount equal form reasonably satisfactory to $10,000,000 or a higher integral multiple of $1,000,000 (or, if less, the remaining Agent pursuant to which any such existing Lender states the amount of the increases permitted under this Section 2.18).
(b) Any increase in the Aggregate its Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) belowincrease, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each new Lender that has agreed to increase states its Commitment amount and each Additional Lenderagrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) after shall accept an assignment from the date on which existing Lenders, and the Administrative Agent has acknowledged receipt of existing Lenders shall make an assignment to the applicable increase letter in the form of Annex 1 (in the case new or existing Lender accepting a new or increased Commitment, of an increase interest in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld or delayed)then outstanding Ratable Advance such that, and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant to this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto, all Ratable Advances are held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest, Commitment Fees and Facility Fees. The parties hereto agree that, notwithstanding Borrowers shall make any other provision of this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any payments under Section 3.4 resulting from such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.4assignments.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Nationwide Financial Services Inc/), 364 Day Credit Agreement (Nationwide Financial Services Inc/)
Increase in Aggregate Commitment. (a) The If no Default shall have occurred and be continuing at such time, the Borrower may, from time to time (but not on more than four occasions during the term of this Agreement)if it so elects, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit F, request that increase the Aggregate Commitment hereunder, either by designating a Person not theretofore a Lender and acceptable to the Agent to become a Lender or by agreeing with an existing Lender that such Lender's Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or other Person of an instrument of assumption in form and amount reasonably satisfactory to the Agent, such existing Lender shall have a Commitment as therein set forth or such other Person shall become a Lender with a Commitment as therein set forth and all the rights and obligations of the Lender with such a Commitment hereunder; provided that (i) the Borrower shall provide prompt notice of such increase to the Agent, which shall promptly notify the other Lenders, (ii) the aggregate amount of all each such increases during increase which is effective on any day shall be at least $5,000,000, (iii) the term of this Agreement Aggregate Commitment shall not at no time exceed $25,000,000 125,000,000, (iv) the Agent shall have consented in writing, (v) not more than 2 Aggregate Commitment increases may be issued in any calendar year, and (iivi) a Person becoming a Lender with a Commitment or a Lender increasing its Commitment, as appropriate, shall have received any such required customary closing conditions, including, without limitation, the Borrower's authorizing resolutions and opinions of counsel. Any request received by the Agent from the Borrower to increase the Aggregate Commitment shall be delivered to each Lender and shall be implemented by one or more existing Lenders agreeing to increase their Commitments or by a Person agreeing to become a Lender with a Commitment; provided that no Lender shall have any obligation to increase its Commitment but each Lender shall have the right to elect to increase its Commitment in its sole discretion pro rata with any other one or more Persons agreeing to become a Lender hereunder or by any combination of the foregoing, as determined by the Agent in consultation with the Borrower. An increase in the Aggregate Commitment shall be in an amount equal and any amendments to $10,000,000 or a higher integral multiple of $1,000,000 (or, if less, the remaining amount of the increases permitted under this Section 2.18).
(b) Any increase in the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed Credit Agreement to evidence such increase and/or (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in shall not require the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall any Lender not be unreasonably withheld or delayed), and each increase participating in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant to this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.4.
Appears in 2 contracts
Samples: Credit Agreement (Kimball International Inc), Credit Agreement (Kimball International Inc)
Increase in Aggregate Commitment. (a) The Borrower may, from time to time (but not on more than four occasions during the term of this Agreement), by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit F, request that the Aggregate Commitment be increased; provided that (i) the aggregate amount of all such increases during the term of this Agreement shall not exceed $25,000,000 30,000,000 and (ii) any such increase in the Aggregate Commitment shall be in an amount equal to $10,000,000 or a higher integral multiple of $1,000,000 (or, if less, the remaining amount of the increases permitted under this Section 2.18).
(b) Any increase in the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld or delayed), and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant to this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Term Benchmark Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.43.2.
Appears in 1 contract
Increase in Aggregate Commitment. (a) The If no Default shall have occurred and be continuing at such time, the Borrower may, if it so elects, subject to customary conditions, request an increase of the Revolving Credit Facility by up to $40,000,000 (not to exceed a total of $115,000,000) by obtaining one or more commitments from time to time (one or more Lenders or other entities with the written consent of the Agent, but not on more than four occasions during without the term consent of this Agreement), any other Lenders. Upon execution and delivery by means the Borrower and such Lender or other entity of a letter delivered an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent substantially in Agent, such existing Lender shall have a Commitment as therein set forth or such other entity shall become a Lender with a Commitment as therein set forth and all the form rights and obligations of Exhibit F, request that the Aggregate Lender with such a Commitment be increasedhereunder; provided that (i) the Borrower shall provide prompt notice of such increase to the Agent, which shall promptly notify the other Lenders, (ii) the aggregate amount of all each such increases during increase which is effective on any day shall be at least $5,000,000, (iii) the term of this Agreement Aggregate Commitment shall not at no time exceed $25,000,000 115,000,000, (iv) the Agent shall have consented in writing, (v) not more than 2 Aggregate Commitment increases may be issued in any calendar year, and (iivi) a Person becoming a Lender with a Commitment or a Lender increasing its Commitment, as appropriate, shall have received any such required customary closing conditions, including, without limitation, the Borrower's authorizing resolutions and opinions of counsel. Any request received by the Agent from the Borrower to increase the Aggregate Commitment shall be delivered to each Lender and shall be implemented by one or more existing Lenders agreeing to increase their Commitments or by a Person agreeing to become a Lender with a Commitment; provided that no Lender shall have any obligation to increase its Commitment but each Lender shall have the right to elect to increase its Commitment in its sole discretion pro rata with any other one or more Persons agreeing to become a Lender hereunder or by any combination of the foregoing, as determined by the Agent in consultation with the Borrower. An increase in the Aggregate Commitment shall be in an amount equal and any amendments to $10,000,000 or a higher integral multiple of $1,000,000 (or, if less, the remaining amount of the increases permitted under this Section 2.18).
(b) Any increase in the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed Credit Agreement to evidence such increase and/or (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in shall not require the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall any Lender not be unreasonably withheld or delayed), and each increase participating in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant to this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.4.
Appears in 1 contract
Increase in Aggregate Commitment. (a) The So long as no Default or Event of Default shall have occurred and be continuing, at any time prior to the Revolving Credit Termination Date, the Borrower may, shall have the right from time to time upon not less than thirty (but not on more than four occasions during the term of this Agreement), by means of a letter delivered 30) days prior written notice to the Administrative Agent substantially in the form of Exhibit F, request that to increase the Aggregate Commitment be increasedCommitment; provided provided, that (ia) the aggregate amount of all such increases during the term of this Agreement shall not exceed $25,000,000 and (ii) any such no increase in the Aggregate Commitment shall be permitted hereunder unless each of the Lenders shall have approved such increase, (b) in no event shall the Aggregate Commitment be increased to an amount equal greater than $150,000,000 and (c) after giving effect to $10,000,000 or such increase in the Aggregate Commitment, no Lender shall have a higher integral multiple of $1,000,000 (orCommitment Percentage greater than 30%; provided, if lessfurther, the remaining amount of the increases permitted under this Section 2.18).that:
(bi) Any increase in the Aggregate Commitment may be effected which is accomplished by (i) increasing the Commitment of one any Lender or more Lenders who are at the time of such increase party to this Agreement (which have agreed Lender or Lenders shall consent to such increase and/or (iiin their sole and absolute discretion) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days accomplished as follows: (or such other period agreed to i) this Agreement will be amended by the Administrative AgentBorrower, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and those Lender(s) whose Commitment(s) is or are being increased to reflect the revised Commitment amounts of each Issuer of the Lenders, (which consents shall not be unreasonably withheld or delayed), and each increase in ii) the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant will deliver an updated Schedule 1 to this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Additional the Issuing Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share reflecting the revised Commitment amount and Commitment Percentage of all outstanding Advances concurrently with each of the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.4.Lenders,
Appears in 1 contract
Samples: Credit Agreement (Rare Hospitality International Inc)
Increase in Aggregate Commitment. (a) The Borrower Borrowers may, from time at their option, on up to time (but not on more than four occasions during the term of this Agreement)two occasions, by means of a letter delivered seek to the Administrative Agent substantially in the form of Exhibit F, request that increase the Aggregate Commitment be increased; provided that (i) the by up to an aggregate amount of all $300,000,000 (resulting in a maximum Aggregate Commitment of $600,000,000) upon at least three (3) Business Days' written notice to the Agent, which notice shall specify the amount of such increases during increase and shall be delivered at a time when no Default or Unmatured Default has occurred and is continuing. The Borrowers may, after giving such notice, offer the term of this Agreement shall not exceed $25,000,000 and (ii) any such increase in the Aggregate Commitment on either a ratable basis to the Lenders or on a non-pro rata basis to one or more Lenders and/or to other banks or entities reasonably acceptable to the Agent. No increase in the Aggregate Commitment shall be become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to the Agent a document in an amount equal form reasonably satisfactory to $10,000,000 or a higher integral multiple of $1,000,000 (or, if less, the remaining Agent pursuant to which any such existing Lender states the amount of the increases permitted under this Section 2.18).
(b) Any increase in the Aggregate its Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) belowincrease, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each new Lender that has agreed to increase states its Commitment amount and each Additional Lenderagrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) after shall accept an assignment from the date on which existing Lenders, and the Administrative Agent has acknowledged receipt of existing Lenders shall make an assignment to the applicable increase letter in the form of Annex 1 (in the case new or existing Lender accepting a new or increased Commitment, of an increase interest in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld or delayed)then outstanding Ratable Advance such that, and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant to this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto, all Ratable Advances are held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest, Commitment Fees and Facility Fees. The parties hereto agree that, notwithstanding Borrowers shall make any other provision of this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any payments under SECTION 3.4 resulting from such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.4assignments.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Nationwide Financial Services Inc/)
Increase in Aggregate Commitment. (a) The Borrower may, from At any time to time (but not on more than four occasions during the term of this Agreement), by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit F, request that the Aggregate Commitment be increased; provided that (i) the aggregate amount of all such increases during the term of this Agreement shall not exceed $25,000,000 and (ii) any such increase in the Aggregate Commitment shall be in an amount equal to $10,000,000 or a higher integral multiple of $1,000,000 (or, if less, the remaining amount of the increases permitted under this Section 2.18).
(b) Any increase in the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld or delayed), and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant to this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision Closing Date of this Agreement, the Administrative AgentAgent may in its discretion (which discretion shall not be arbitrarily or unreasonably exercised contrary to the request of Borrower so long as the conditions set forth below are satisfied), without the consent of the Banks (except as specified in this Section 2.8), from time to time at the request of Borrower, increase the Aggregate Commitment by (i) admitting additional Banks hereunder (each Additional Lender a “Subsequent Bank”), or (ii) increasing the Commitment of any Bank (each an “Increasing Bank”), subject to the following conditions:
(i) each Subsequent Bank is an Eligible Assignee;
(ii) Borrower executes (A) a new Line Note payable to the order of a Subsequent Bank in the amount of its Commitment, or (B) a replacement Line Note payable to the order of an Increasing Bank in the amount of its new, increased Commitment;
(iii) each Subsequent Bank executes and delivers to the Administrative Agent a signature page to this Agreement, and each increasing Lender, as applicable, may make arrangements Increasing Bank executes and delivers to stage the timing Administrative Agent a new signature page to this Agreement reflecting its increased Commitment;
(iv) after giving effect to the admission of any such increase, Subsequent Bank or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Commitment of any Increasing Bank, the Aggregate CommitmentCommitment does not exceed $700,000,000;
(v) no Event of Default exists; and
(vi) no Bank shall be an Increasing Bank without the written consent of such Bank, which consent such Bank may withhold in its sole and absolute discretion. The Borrower acknowledges that if, as a result After the admission of a non-pro-rata any Subsequent Bank or increase in the Commitment of any Increasing Bank, the Administrative Agent shall promptly provide to each Bank and to Borrower copies of the signature pages of such Subsequent Bank or Increasing Bank, and a statement of the current Aggregate Commitment, any Eurodollar Advance is prepaid or converted Commitment and related Percentage of each Bank (which may be in whole or in part) on the form of a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.4revised Schedule 1.1).
Appears in 1 contract
Samples: Unsecured Credit Agreement (BioMed Realty Trust Inc)
Increase in Aggregate Commitment. (a) The Borrower may, from time to time (but not on more than four occasions during the term of this Agreement), by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit F, request that the Aggregate Commitment be increased; provided that (i) the aggregate amount of all such increases during the term of this Agreement shall not exceed $25,000,000 and (ii) any such increase in the Aggregate Commitment shall be in an amount equal to $10,000,000 or a higher integral multiple of $1,000,000 (or, if less, the remaining amount of the increases permitted under this Section 2.18).
(b) Any increase in the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld or delayed), and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant to this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Term Benchmark Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.43.2.
Appears in 1 contract
Increase in Aggregate Commitment. At any time after the Closing Date of this Agreement, the Administrative Agent may in its discretion (a) The which discretion shall not be arbitrarily or unreasonably exercised contrary to the request of Borrower mayso long as the conditions set forth below are satisfied), without the consent of the Lenders (except as specified in this Section 2.8), from time to time at the request of Borrower, increase the Aggregate Commitment by (but not on more than four occasions during the term of this Agreementi) admitting additional Lenders hereunder (each a “Subsequent Lender”), by means or (ii) increasing either or both of the Line Commitment and/or Term Commitment of any Lender (each an “Increasing Lender”), subject to the following conditions:
(i) each Subsequent Lender is an Eligible Assignee;
(ii) in the case of any increase(s) to the Line Commitment, Borrower executes a new Line Note and Competitive Bid Note, in each case, payable to the order of a letter delivered to Subsequent Lender, in the Administrative Agent amount of its Line Commitment, and substantially in the form of Exhibit F, request that the Aggregate Commitment be increased; provided that (i) the aggregate amount of all such increases during the term of this Agreement shall not exceed $25,000,000 D-1 and (ii) any such increase in the Aggregate Commitment shall be in an amount equal to $10,000,000 or a higher integral multiple of $1,000,000 (or, if less, the remaining amount of the increases permitted under this Section 2.18).
(b) Any increase in the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower andExhibit D-2, as applicable;
(iii) in the case of any increase(s) to the Term Commitment, each Lender that has agreed Borrower executes a new Term Note, payable to increase the order of a Subsequent Lender, in the amount of its Commitment Term Commitment, and each Additional Lender) after the date on which the Administrative Agent has acknowledged receipt of the applicable increase letter substantially in the form of Annex 1 Exhibit D-3;
(in iv) each Subsequent Lender executes and delivers to the case Administrative Agent a signature page to this Agreement, and each Increasing Lender executes and delivers to the Administrative Agent a new signature page to this Agreement reflecting its increased Commitment;
(v) after giving effect to the admission of an any Subsequent Lender or the increase in the Commitment of an existing any Increasing Lender) or Annex 2 (in , the case of the addition of an Additional Lender) to Exhibit F.Aggregate Commitment does not exceed $1,800,000,000;
(dvi) No Additional no Default or Event of Default exists;
(vii) On the effective date of such increase Borrower shall deliver to the Administrative Agent a Certificate of a Responsible Official signed by a Senior Officer on behalf of Borrower stating that the representations and warranties contained in Article 4 (other than (i) representations and warranties which expressly speak as of a particular date and (ii) as otherwise disclosed by Borrower and approved in writing by the Requisite Lenders) will be true and correct in all material respects, both immediately before and after giving effect to such increase, as though such representations and warranties were made on and as of that date; and
(viii) no Lender shall be added as a party hereto an Increasing Lender without the written consent of such Lender, which consent such Lender may withhold in its sole and absolute discretion. After the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld admission of any Subsequent Lender or delayed), and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and of any Increasing Lender, the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify provide to each Lender and to Borrower copies of the Borrower signature pages of such Subsequent Lender or Increasing Lender, and a statement of the Lenders of any increase in the current Aggregate Commitment pursuant to this Section 2.18 and of the Commitment related Line Loan Percentage and pro rata share of the Aggregate Commitment Term Loan Percentage of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, (which may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations be in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result form of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.4revised Schedule 1.1).
Appears in 1 contract
Increase in Aggregate Commitment. (a) The Borrower may, from From time to time after the Closing Date, the Borrowers may, at their option, seek to increase the Aggregate Commitments by up to an aggregate amount of €100,000,000 (but resulting in maximum Aggregate Commitments of up to €300,000,000) upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase (which shall not be less than €25,000,000 or such lesser amount to which the Administrative Agent may agree) and shall certify that no Event of Default or Unmatured Event of Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Borrowers, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Bank in its sole discretion) in the total Commitments on either a ratable basis to the Banks or on a non pro-rata basis to one or more than four occasions during Banks and/or to other Banks or entities reasonably acceptable to the term of this Agreement), by means of a letter Administrative Agent and the Borrowers. No increase in the total Commitments shall become effective until the existing or new Banks extending such incremental Commitment amount and the Borrowers shall have delivered to the Administrative Agent substantially a document in form and substance reasonably satisfactory to the form of Exhibit F, request that the Aggregate Commitment be increased; provided that Administrative Agent pursuant to which (i) any such existing Bank agrees to the aggregate amount of all such increases during the term of this Agreement shall not exceed $25,000,000 and its Commitment increase, (ii) any such increase in the Aggregate Commitment shall be in an amount equal new Bank agrees to $10,000,000 or a higher integral multiple of $1,000,000 (or, if less, the remaining amount of the increases permitted under this Section 2.18).
(b) Any increase in the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment amount and each Additional Lenderagrees to assume and accept the obligations and rights of a Bank hereunder, (iii) after the Borrowers accept such incremental Commitments, (iv) the effective date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld or delayed), and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment Commitments is specified and (v) the Borrowers certify that on such date the conditions for a Credit Extension set forth in Section 6.02 are satisfied. Upon the effectiveness of any increase in the total Commitments pursuant hereto, (i) each Bank (new or existing) shall be deemed to have accepted an assignment from the existing Banks, and the existing Banks shall be deemed to have made an assignment to each new or existing Bank accepting a new or increased Commitment, of an interest in each then outstanding Advance (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the Swingline Exposure and L/C Exposure of the existing and new Banks shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Banks in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Banks of, the principal amount assigned plus accrued and unpaid interest and Facility and Letter of Credit Fees. Payments received by assigning Banks pursuant to this Section 2.18 and in respect of the Commitment and pro rata share principal amount of any Advance shall, for purposes of Section 11.04(b) be deemed prepayments of such Credit Extension. Any increase of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of total Commitments pursuant to this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion Section shall be subject to receipt by the provisions Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request. No consent of any Bank (other than the Banks agreeing to new or increased Commitments) shall be required for any incremental Commitment provided or Advance made pursuant to this Section 3.42.05.
Appears in 1 contract
Increase in Aggregate Commitment. (a) The Borrower mayAppropriate Agent(s) shall, from time to time at the request of the Borrowers, (but not on x) increase the Aggregate US Revolving Loan Commitment, the Aggregate Canadian Revolving Loan Commitment and/or the Aggregate US Term Loan Commitment and/or (y) extend an additional term loan facility (and thereby also increase the aggregate Commitments) no more than four occasions during the term three times to up to an aggregate amount of this Agreement$30,000,000, in increments of at least $10,000,000, by: (i) admitting additional lenders hereunder (each, a “Subsequent Lender”), by means (ii) increasing the US Revolving Loan Commitment, the Canadian Revolving Loan Commitment and/or the US Term Loan Commitment (and thereby also increasing the aggregate Commitments) of a letter delivered one or more Lenders, subject to credit approval of such Lender (each, an “Increasing Lender”), (iii) securing applicable commitments for the applicable additional term loan facility or (iv) any combination of the preceding clauses (i), (ii) and (iii), subject to the Administrative Agent substantially in the form of Exhibit F, request that the Aggregate Commitment be increased; provided that following conditions:
(i) the aggregate amount of all such increases during Borrowers shall have delivered to the term of this Agreement shall not exceed $25,000,000 and US Agent a written request for the applicable (iix) any such increase in the Aggregate US Revolving Loan Commitment, the Aggregate Canadian Revolving Loan Commitment and/or the Aggregate US Term Loan Commitment and/or (y) additional term loan facility;
(ii) the Borrowers shall, as applicable, execute: (A) a new applicable Note payable to the order of each Subsequent Lender; and/or (B) a replacement applicable Note payable to the order of each Increasing Lender;
(iii) each Increasing Lender executing a written Commitment increase agreement and each Subsequent Lender executing a written joinder to this Agreement, each in the form required by the US Agent to satisfactorily evidence the applicable increase in the Commitments and the applicable Lender(s)' obligations thereunder;
(iv) no Default has occurred and is continuing at the time of, or would result from, the requested increase in the aggregate Commitments;
(v) as of the date of such increase, the representations and warranties set forth in Article III are true and correct in all material respects both immediately before and after giving effect to such increase and as of and immediately after the date of such increase, with the same force and effect as if made on and as of such date; provided, that (A) representations and warranties expressly made as of a specified date shall be true and correct in an amount equal to $10,000,000 or a higher integral multiple all material respects as of $1,000,000 such date, and (or, if lessB) for purposes of this Subparagraph 1.13(a)(v), the remaining amount representations and warranties contained in Section 3.11 shall be deemed to refer to the most recent financial statements of Holdings furnished pursuant to Section 4.1;
(vi) no event has occurred which would constitute a Material Adverse Effect;
(vii) the Borrowers shall pay such fees and expenses as are reasonable and customary within the banking industry at such time, as required by the Appropriate Agent(s); and
(viii) the US Agent (or its applicable Affiliate) is able to successfully syndicate the requested increase of the increases permitted under this Section 2.18aggregate Commitments and the applicable Borrower(s) fully pay at the consummation of the closing of such requested increase of the aggregate Commitments the syndication-related fees owing to US Agent and/or its applicable Affiliate pursuant to a separate written agreement entered into by and among the applicable Borrower(s) and US Agent (or its applicable Affiliate), with it being hereby agreed that except pursuant to the express terms of any separate written agreement hereafter entered into by and among the applicable Borrower(s) and US Agent (or its applicable Affiliate) regarding any such syndication efforts, neither any Agent nor any Lender or any of their respective Affiliates shall have any obligation or duty to locate or secure any Subsequent Lender or Increasing Lender or undertake any related syndication efforts with respect to any requested increase of the aggregate Commitments.
(b) Any increase in Notwithstanding anything to the Aggregate Commitment may be effected by contrary set forth herein: (i) increasing no admission of any Subsequent Lender shall increase the Commitment of one or more Lenders which have agreed to any existing Lender without such increase and/or existing Lender's written consent; and (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each no Lender shall become an “Additional Increasing Lender without such Lender”) with a Commitment in an amount agreed to by any such Additional Lender's written consent.
(c) Any If US Agent deems it advisable in its sole discretion, the Borrowers and each of the Lenders hereby agree to execute an amendment to this Agreement, in form and substance reasonably acceptable to US Agent and the Borrowers, to document any increase in the Aggregate aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld or delayed), and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties1.13.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant to this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.4.
Appears in 1 contract
Increase in Aggregate Commitment. In the event that a Lender desires to increase its Commitment, or a bank or other entity that is not a Lender desires to become a Lender and provide an additional Commitment hereunder, and so long as no Default or Event of Default shall have occurred and be continuing and with the prior written consent of Administrative Agent (a) The Borrower maywhich shall not be unreasonably conditioned, withheld or delayed), the Borrowers shall have the right from time to time prior to the end of the Term upon not less than thirty (but not on more 30) days’ prior written notice to Agent to increase the Commitment by an aggregate amount of up to $10,000,000 (subject to the terms and conditions set forth herein, “Commitment Adjustment Event”); provided, that in no event shall the aggregate Commitment of all Lenders be increased to an amount greater than four occasions during $70,000,000; provided, further, that:
(a) if the term of this Agreement), by means Borrowers elect to increase the Commitment of a letter delivered Lender, the Borrowers and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit F, request that the Aggregate 2.22(a) attached hereto (a “Commitment be increased; provided that (i) the aggregate amount of all such increases during the term of this Agreement shall not exceed $25,000,000 and (ii) any such increase in the Aggregate Commitment shall be in an amount equal to $10,000,000 or a higher integral multiple of $1,000,000 (or, if less, the remaining amount of the increases permitted under this Section 2.18Increase Certificate”).;
(b) Any any such Commitment increase shall be in increments of no less than $5,000,000;
(c) if the Aggregate Commitment may be effected by (i) increasing Borrowers elect to increase the Commitment of one by causing a bank or more Lenders which have agreed financial institution that at such time is not a Lender to such increase and/or become a Lender (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”), the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent, a certificate substantially in the form of Exhibit 2.22(c) with a Commitment in hereto) (an amount agreed to by “Additional Lender Certificate”); provided that, any such Additional Lender.Lender shall be approved by the Agent (which approval shall not be unreasonably conditioned, withheld or delayed) prior to such bank or financial institution becoming an Additional Lender hereunder;
(cd) Any increase in the Aggregate Commitment subject to acceptance and recording thereof pursuant to this Section 2.18 2.22 hereof, from and after the effective date specified in the Commitment Increase Certificate or the Additional Lender Certificate, as applicable (or if any Eurodollar Rate Loan is outstanding, then on the last day of the Interest Period in respect of such Eurodollar Rate Loan, unless the Borrowers have paid compensation required with respect to such Eurodollar Rate Loan): (a) the amount of the aggregate Commitment shall be effective three Business Days (or such other period agreed to increased by the Administrative Agentamount set forth therein, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender(b) after the date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in Additional Lender Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the Other Documents. In addition, the Lender party to the Commitment of an existing Lender) Increase Certificate or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld or delayed), and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant to this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing shall purchase a pro rata portion of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances (and participation interests in Letters of Credit) of each of the other Lenders (rather than fund and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Additional Lender, if applicable) shall hold its pro rata share respective percentage of all the outstanding Advances concurrently with (and participation interests) after giving effect to the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if; and
(e) upon its receipt of a duly completed Commitment Increase Certificate or an Additional Lender Certificate, as a result of a non-pro-rata applicable, executed by the Borrowers and the Lender or the Additional Lender party thereto, as applicable, the Agent shall accept such Commitment Increase Certificate or Additional Lender Certificate and shall record the information contained therein in the Register. No increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion Commitment shall be subject to effective for purposes of this Agreement unless it has been recorded in the provisions of Section 3.4Register.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Geokinetics Inc)
Increase in Aggregate Commitment. (a) The Borrower may, from At any time to time (but not on more than four occasions during the term of this Agreement), by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit F, request that the Aggregate Commitment be increased; provided that (i) the aggregate amount of all such increases during the term of this Agreement shall not exceed $25,000,000 and (ii) any such increase in the Aggregate Commitment shall be in an amount equal to $10,000,000 or a higher integral multiple of $1,000,000 (or, if less, the remaining amount of the increases permitted under this Section 2.18).
(b) Any increase in the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld or delayed), and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant to this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision Closing Date of this Agreement, the Administrative AgentAgent may in its discretion (which discretion shall not be arbitrarily or unreasonably exercised contrary to the request of Borrower so long as the conditions set forth below are satisfied), without the consent of the Lenders (except as specified in this Section 2.8), from time to time at the request of Borrower, increase the Aggregate Commitment by (i) admitting additional Lenders hereunder (each Additional a “Subsequent Lender”), or (ii) increasing the Commitment of any Lender (each an “Increasing Lender”), subject to the following conditions:
(i) each Subsequent Lender is an Eligible Assignee;
(ii) Borrower executes (A) a new Term Note payable to the order of a Subsequent Lender in the amount of its Commitment, or (B) a replacement Term Note payable to the order of an Increasing Lender in the amount of its new, increased Commitment;
(iii) each Subsequent Lender executes and delivers to the Administrative Agent a signature page to this Agreement, and each increasing Lender, as applicable, may make arrangements Increasing Lender executes and delivers to stage the timing Administrative Agent a new signature page to this Agreement reflecting its increased Commitment;
(iv) after giving effect to the admission of any such increase, or to cause an Additional Subsequent Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Commitment of any Increasing Lender, the Aggregate Commitment does not exceed $500,000,000;
(v) no Event of Default exists and Borrower shall remake all of the representations and warranties hereunder as of the date of such increase; and
(vi) no Lender shall be an Increasing Lender without the written consent of such Lender, which consent such Lender may withhold in its sole and absolute discretion and in no event shall a Lender’s consent be deemed to have been given by any failure of such Lender to respond to a request for such an increase in its Commitment. The Borrower acknowledges that if, as a result After the admission of a non-pro-rata any Subsequent Lender or increase in the Commitment of any Increasing Lender, the Administrative Agent shall promptly provide to each Lender and to Borrower copies of the signature pages of such Subsequent Lender or Increasing Lender, and a statement of the current Aggregate Commitment, any Eurodollar Advance is prepaid or converted Commitment and related Percentage of each Lender (which may be in whole or in part) on the form of a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.4revised Schedule 1.1).
Appears in 1 contract
Samples: Unsecured Term Credit Agreement (BioMed Realty L P)
Increase in Aggregate Commitment. (a) The Borrower mayshall have the right, from time to time upon at least ten (but not on more than four occasions during the term of this Agreement), by means of a letter delivered 10) Business Days' prior written notice to the Administrative Agent substantially at any time on or after the Closing Date and prior to the Termination Date, but not more than once per annum, to increase the Aggregate Commitment by up to $100,000,000; subject, however, in any such case, to satisfaction of the following conditions precedent:
(i) no Default or Event of Default shall have occurred and be continuing on the date on which such Aggregate Commitment increase is to become effective;
(ii) both before and after giving effect to such Aggregate Commitment increase on a Pro Forma Basis, the Borrower shall be in compliance with each of the financial covenants set forth in Article VI of this Agreement;
(iii) the representations and warranties set forth in Article V of this Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Commitment increase is to become effective;
(iv) such Aggregate Commitment increase shall be an integral multiple of $10,000,000 and shall in no event be less than $25,000,000;
(v) after giving effect to such Aggregate Commitment increase, the Aggregate Commitment shall not exceed $400,000,000;
(vi) such requested Aggregate Commitment increase shall be effective on such date only to the extent that, on or before such date, the Administrative Agent shall have received and accepted from one or more Eligible Assignees an agreement in the form of Exhibit F, request that the Aggregate Commitment be increased; provided that (i) the aggregate amount of all such increases during the term of this Agreement shall not exceed $25,000,000 and (ii) any such increase in the Aggregate Commitment shall be in an amount equal to $10,000,000 or a higher integral multiple of $1,000,000 (or, if less, the remaining amount of the increases permitted under this Section 2.18).
(b) Any increase in the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party G hereto (each an “such agreement a "New Commitment Agreement"), with respect to the Additional Commitment of such Lender”) with a Commitment in an amount agreed to by any such Additional Lender.;
(cvii) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to receipt by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its funds a portion of the Additional Commitment and each Additional Lenderof a duly executed promissory note in the amount of such Lenders' aggregate Commitment; and
(viii) after on or before the date on which such Aggregate Commitment increase is to become effective, the Administrative Agent has acknowledged receipt shall have received, for its own account, an administrative fee of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) $3,500 to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld or delayed), and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and paid by the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant to this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.4increase.
Appears in 1 contract
Samples: Credit Agreement (Dimon Inc)
Increase in Aggregate Commitment. (a) The So long as no Default or Event -------------------------------- of Default shall have occurred and be continuing, Borrower may, shall have the right from time to time (but not on more than four occasions during time, with the term prior written consent of this Agreement)Agent, by means of a letter delivered to increase the Administrative Agent substantially Revolving Credit Maximum Commitment; provided, that in no event shall the form of Exhibit F, request that the Aggregate Revolving Credit Maximum Commitment be increasedincreased to an amount greater than $75,000,000; provided that provided, further, that:
(i) the aggregate amount of all such increases during the term of this Agreement shall not exceed $25,000,000 and (ii) any such increase in the Aggregate Commitment shall be in an amount equal to $10,000,000 or a higher integral multiple of $1,000,000 (or, if less, the remaining amount of the increases permitted under this Section 2.18).
(b) Any increase in the Aggregate Revolving Credit Maximum Commitment may be effected which is accomplished by (i) increasing the Commitment of one or more Lenders any Bank(s) that are at the time of such increase party to this Agreement (which have agreed Bank(s) shall consent to such increase and/or in their sole and absolute discretion) shall be subject to the following terms: (i) this Agreement will be deemed to have been amended by Borrower, the Agent and those Bank(s) whose Commitment(s) is or are being increased to reflect the revised Commitment of each such Bank(s) upon the execution of an agreement among them in the form as attached hereto as Exhibit B, (ii) subject Agent will deliver an updated schedule to clause Borrower and each --------- of the Banks reflecting the revised Commitment and Pro Rata percentage of each of the Banks, (diii) belowthe Advances under the Revolving Credit Loan and Pro Rata percentages will be reallocated on the effective date of such increase among the Banks in accordance with their revised Commitments, adding one and (iv) Borrower will deliver new Revolving Credit Note(s) to the Bank(s) whose Commitment(s) is or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a are being increased reflecting the revised Commitment in an amount agreed to by any of such Additional LenderBank(s).
(cii) Any increase in the Aggregate Revolving Credit Maximum Commitment pursuant to which is accomplished by addition of a new Bank under this Section 2.18 Agreement shall be effective three Business Days subject to the following terms: (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lenderi) after the date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld or delayed), and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant to this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion new Bank shall be subject to the provisions of Section 3.4.12.11(c) as if such increase were being sold to such new Bank by an existing Bank,
Appears in 1 contract
Samples: Loan Agreement (Banctec Inc)
Increase in Aggregate Commitment. (a) The If no Default shall have occurred and be continuing at such time, the Borrower may, if it so elects, subject to customary conditions, request an increase of the Revolving Credit Facility by up to $50,000,000 (not to exceed a total of $150,000,000) by obtaining one or more commitments from time to time (one or more Lenders or other entities with the written consent of the Agent, but not on more than four occasions during without the term consent of this Agreement), any other Lenders. Upon execution and delivery by means the Borrower and such Lender or other entity of a letter delivered an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent substantially in Agent, such existing Lender shall have a Commitment as therein set forth or such other entity shall become a Lender with a Commitment as therein set forth and all the form rights and obligations of Exhibit F, request that the Aggregate Lender with such a Commitment be increasedhereunder; provided that (i) the Borrower shall provide prompt notice of such increase to the Agent, which shall promptly notify the other Lenders, (ii) the aggregate amount of all each such increases during increase which is effective on any day shall be at least $5,000,000, (iii) the term of this Agreement Aggregate Commitment shall not at no time exceed $25,000,000 150,000,000, (iv) the Agent shall have consented in writing, (v) not more than 2 Aggregate Commitment increases may be issued in any calendar year, and (iivi) a Person becoming a Lender with a Commitment or a Lender increasing its Commitment, as appropriate, shall have received any such required customary closing conditions, including, without limitation, the Borrower's authorizing resolutions and opinions of counsel. Any request received by the Agent from the Borrower to increase the Aggregate Commitment shall be delivered to each Lender and shall be implemented by one or more existing Lenders agreeing to increase their Commitments or by a Person agreeing to become a Lender with a Commitment; provided that no Lender shall have any obligation to increase its Commitment but each Lender shall have the right to elect to increase its Commitment in its sole discretion pro rata with any other one or more Persons agreeing to become a Lender hereunder or by any combination of the foregoing, as determined by the Agent in consultation with the Borrower. An increase in the Aggregate Commitment shall be in an amount equal and any amendments to $10,000,000 or a higher integral multiple of $1,000,000 (or, if less, the remaining amount of the increases permitted under this Section 2.18).
(b) Any increase in the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed Credit Agreement to evidence such increase and/or (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in shall not require the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall any Lender not be unreasonably withheld or delayed), and each increase participating in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant to this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.4.
Appears in 1 contract
Increase in Aggregate Commitment. (a) The Subsequent to the Execution Date, the Borrower may, from time on one or more occasions, upon at least 10 days' notice to time the Agent (but not on more than four occasions during which shall promptly provide a copy of such notice to the term of this AgreementLenders), by means of a letter delivered propose to the Administrative Agent substantially in the form of Exhibit F, request that increase the Aggregate Commitment be increased; provided that (i) by an amount not to exceed $10,000,000 in the aggregate amount of all such increases during pursuant to this Section 2.14 (that is, the term of this Agreement Aggregate Commitment shall not exceed $25,000,000 140,000,000) (the amount of any such increase, the "Increased Commitments"). In such notice, the Borrower shall designate one or more banks or other financial institutions (which may be, but need not be, one or more of the existing Lenders) which at the time agree to (i) in the case of any such bank or other financial institution that is an existing Lender, increase its Commitment and (ii) in the case of any other such bank or other financial institution (an "Additional Lender"), become a party to this Agreement. No bank or other financial institution may become an Additional Lender unless it would qualify as an Eligible Assignee for the purposes of Article XIII hereof. The sum of the increases in the Commitments of the existing Lenders pursuant to this subsection (a) plus the Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Increased Commitments. No existing Lender shall be required to increase its Commitments in connection with an increase in the Aggregate Commitment shall be in an amount equal to $10,000,000 or a higher integral multiple of $1,000,000 (or, if less, the remaining amount of the increases permitted under this Section 2.18).
(b) Any increase in the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by 2.14. Notwithstanding the Administrative Agentforegoing, the Borrower and, as applicable, each Lender that has agreed to increase its Aggregate Commitment and each Additional Lender) after the date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld or delayed), and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant to this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than increased during the last day of an Interest Period therefor, then such prepayment or conversion shall be subject twelve (12) months prior to the provisions of Section 3.4Facility Termination Date.
Appears in 1 contract
Samples: Revolving Credit Agreement (RFS Hotel Investors Inc)
Increase in Aggregate Commitment. (i) So long as (a) The no Default or Unmatured Default has occurred and is continuing or will result therefrom, and (b) the Borrower has not terminated or reduced in part any unused portion of the Commitments at any time pursuant to Section 2.5, the Borrower may, at any time and from time to time (but not on more than four occasions during the term of this Agreement)time, by means of a letter delivered notice to the Administrative Agent substantially in the form of Exhibit FAgent, request that the Aggregate Commitment be increased; provided that (i) an increase in the aggregate amount of all the Commitments within the limitations hereafter described, which notice shall set forth the amount of such increases during increase. In accordance with Section 2.26(iv), the term aggregate amount of this Agreement shall not exceed $25,000,000 and the Commitments may be so increased either by having one or more new Lenders that have been approved by the Borrower become Lenders (the "New Lenders") and/or by having any one or more of the then existing Lenders (at their respective election in their sole discretion) increase the
(ii) any such increase in Upon the Aggregate Commitment shall be in an amount equal to $10,000,000 or a higher integral multiple of $1,000,000 (or, if less, the remaining amount of the increases permitted under this Section 2.18).
(b) Any increase in the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld or delayed), and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment aggregate amount of Commitments pursuant to this Section 2.18 the provisions hereof ("Increase Date"), which Increase Date shall be mutually agreed upon by the Borrower, each New Lender, each Increasing Lender and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, each New Lender and/or Increasing Lender shall make a payment to the BorrowerAdministrative Agent in an amount sufficient, each Additional Lender upon the application of such payments by all New Lenders and each increasing Lender, as applicable, may make arrangements Increasing Lenders to stage the timing reduction of any such increase, or the Outstanding Credit Exposure held by the Lenders (including the Increasing Lenders) to cause an Additional Lender or an increasing the amount of Outstanding Credit Exposure made by each Lender to temporarily hold risk participations in the outstanding Advances be equal to each Lender's Pro Rata Share of the other Lenders (rather than fund its pro rata share aggregate amount of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate CommitmentCommitments as so increased. The Borrower acknowledges that ifhereby irrevocably authorizes each New Lender and/or each Increasing Lender to fund to the Administrative Agent the payment required to be made pursuant to the immediately preceding sentence for application to the reduction of the Outstanding Credit Exposure held by the other Lenders, and each such payment shall constitute a Revolving Advance hereunder. If, as a result of a non-pro-rata increase the repayment of the Revolving Advance provided for in the Aggregate Commitmentthis Section 2.26(ii), any payment of a Eurodollar Advance is prepaid or converted (in whole or in part) occurs on a day other than which is not the last day of an the applicable Interest Period thereforPeriod, then such prepayment or conversion shall be subject the Borrower will pay to the provisions Administrative Agent for the benefit of any of the Lenders (including any Increasing Lender to the extent of Eurodollar Loans held by such Increasing Bank prior to such Increase Date) holding a Eurodollar Loan any loss or cost incurred by such Lender resulting therefrom in accordance with Section 3.4.
Appears in 1 contract
Samples: Credit Agreement (Daisytek International Corporation /De/)
Increase in Aggregate Commitment. (a) The From time to time after the Closing Date, the Borrower may, from time at its option, seek to time increase the Aggregate Commitments by up to an aggregate amount of $750,000,000 (but resulting in maximum Aggregate Commitments of up to $2,250,000,000) upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase (which shall not be less than $100,000,000 or such lesser amount to which the Administrative Agent may agree) and shall certify that no Event of Default or Unmatured Event of Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Borrower, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Bank in its sole discretion) in the total Commitments on either a ratable basis to the Banks or on a non pro-rata basis to one or more than four occasions during Banks and/or to other banks or entities reasonably acceptable to the term of this Agreement), by means of a letter Administrative Agent and the Borrower. No increase in the total Commitments shall become effective until the existing or new Banks extending such incremental Commitment amount and the Borrower shall have delivered to the Administrative Agent substantially a document in form and substance reasonably satisfactory to the form of Exhibit F, request that the Aggregate Commitment be increased; provided that Administrative Agent pursuant to which (i) any such existing Bank agrees to the aggregate amount of all such increases during the term of this Agreement shall not exceed $25,000,000 and its Commitment increase, (ii) any such increase in new Bank agrees to its Commitment amount and agrees to assume and accept the Aggregate Commitment shall be in an amount equal to $10,000,000 or obligations and rights of a higher integral multiple of $1,000,000 Bank hereunder, (or, if less, the remaining amount of the increases permitted under this Section 2.18).
(biii) Any increase in the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower andaccepts such incremental Commitments, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender(iv) after the effective date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld or delayed), and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment Commitments is specified and (v) the Borrower certifies that on such date the conditions for a Credit Extension set forth in Section 6.02 are satisfied. Upon the effectiveness of any increase in the total Commitments pursuant hereto, (i) each Bank (new or existing) shall be deemed to have accepted an assignment from the existing Banks, and the existing Banks shall be deemed to have made an assignment to each new or existing Bank accepting a new or increased Commitment, of an interest in each then outstanding Advance (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the Swingline Exposure and L/C Exposure of the existing and new Banks shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Banks in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Banks of, the principal amount assigned plus accrued and unpaid interest and Facility and Letter of Credit Fees. Payments received by assigning Banks pursuant to this Section 2.18 and in respect of the Commitment and pro rata share principal amount of any Eurodollar Rate Advance shall, for purposes of Section 11.04(b) be deemed prepayments of such Credit Extension. Any increase of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of total Commitments pursuant to this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion Section shall be subject to receipt by the provisions Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request. No consent of any Bank (other than the Banks agreeing to new or increased Commitments) shall be required for any incremental Commitment provided or Advance made pursuant to this Section 3.42.05.
Appears in 1 contract
Increase in Aggregate Commitment. (a) The So long as no Default has occurred and is continuing, the Borrower may, from time to time (but not on more than four occasions during the term of this Agreement), by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit F, request that may increase the Aggregate Commitment be increased; by obtaining additional commitments (the amount of such increase is herein called the "Increase"), either from one or more of the Lenders or one or more Eligible Assignees provided that (i) the aggregate amount each Increase of all such increases during the term of this Agreement shall not exceed $25,000,000 and (ii) any such increase in the Aggregate Commitment shall be in an amount equal to $10,000,000 or a higher that is an integral multiple of $1,000,000 5,000,000 and not less than $10,000,000, (or, if less, ii) Borrower shall have notified Administrative Agent of the remaining amount of the increases permitted under this Section 2.18).
Increase, (biii) Any increase in the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed shall have had the option to increase its Commitment and each Additional Lender) after by the date on which the Administrative Agent has acknowledged receipt proportion that its Applicable Percentage of the applicable increase letter Increase bears to the Applicable Percentage of all Lenders electing to participate in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional such Increase, but no Lender shall be added as a party hereto without the written consent of have any obligation to do so, (iv) the Administrative Agent and each Issuer Arranger shall have identified such new Lender (which consents shall not be unreasonably withheld or delayedif any), in consultation with the Borrower, (v) any such new Lender shall have assumed all of the rights and obligations of a "Lender" hereunder, (vi) the procedure described in Section 11.15 shall have been complied with, (vii) the Borrower shall have complied with Section 6.09 on the effective date of the Increase or by such later date as agreed to in writing by the Required Lenders with respect to such Increase, (viii) the Borrower shall have paid to the Administrative Agent and the Arranger any fees payable in the amounts and at the time separately agreed upon among the Borrower, the Arranger and the Administrative Agent in connection with each increase in Increase, and (ix) after giving effect to the Increase, the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default shall not exceed the lesser of the Maximum Facility Amount and the Borrower confirms the accuracy of all representations and warrantiesBorrowing Base.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant to this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.4.
Appears in 1 contract
Samples: Credit Agreement (EXCO Partners, LP)
Increase in Aggregate Commitment. (a) The Upon notice to the Administrative Agent (which shall promptly notify the Lenders identified by the Borrower), the Borrower may, may from time to time (but not on more than four occasions during the term of this Agreement), by means of a letter delivered to the Administrative Agent substantially Agreement request an increase in the form of Exhibit F, request that the Aggregate Commitment be increasedto an amount not exceeding $1,150,000,000 (after giving effect to any such increase) at any time; provided that (i) the aggregate any such request for an increase shall be in a minimum amount of all such increases during the term $5,000,000 or a whole multiple of this Agreement shall not exceed $25,000,000 and 1,000,000 in excess thereof; (ii) any immediately before and after giving effect to such increase in the Aggregate Commitment, no Default or Event of Default shall have occurred and be continuing and (iii) after giving to such increase in the Aggregate Commitment (including any Borrowings to be made on the Increase Effective Date), the Parent shall be in compliance on a pro forma basis with the financial covenants set forth in Section 7.02. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees, in its sole discretion, to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to $10,000,000 or have declined to increase its Commitment. The Administrative Agent shall notify the Borrower of the Lenders’ responses to each request made hereunder. To achieve the full amount of a higher integral multiple of $1,000,000 (or, if lessrequested increase, the remaining amount Borrower may also invite additional Eligible Assignees (including prior to, and in lieu of, inviting Lenders) to become Lenders pursuant to a joinder agreement in form and substance 57 [[5256212]] satisfactory to the Administrative Agent and its counsel; provided that each such Eligible Assignee shall be subject to the prior written approval of the increases permitted Administrative Agent, each L/C Issuer and each Swing Line Lender (in each case, not to be unreasonably withheld, conditioned or delayed) if consent of the Administrative Agent, such L/C Issuer or such Swing Line Lender, as the case may be, would be required under this Section 2.18)10.07 for an assignment of any Loan or Commitment to such Eligible Assignee.
(b) Any increase in If the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) belowis increased in accordance with this Section, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer the Borrower shall determine the effective date (which consents shall not be unreasonably withheld or delayed), and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default “Increase Effective Date”) and the Borrower confirms the accuracy final allocation of all representations and warranties.
(e) such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall have provided to the Administrative Agent the following, in form and substance reasonably satisfactory to the Administrative Agent:
(i) (A) copies of corporate resolutions certified by a Responsible Officer of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder in the amount of the Aggregate Commitment as increased pursuant to this Section 2.15 and with a maturity date of the Stated Maturity Date, has been duly authorized by all necessary corporate action, together with, upon request of the Administrative Agent, an opinion of counsel to the Borrower (which, as to certain matters as agreed by the Administrative Agent, may be internal counsel) to such effect and as to such other customary matters regarding the transactions contemplated by this Section 2.15 as the Administrative Agent may reasonably request and (B) customary reaffirmations by the Guarantors, and
(ii) a certificate dated as of the Increase Effective Date and signed by a Responsible Officer of the General Partner, on behalf of the Parent, and a Responsible Officer of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Increase Effective Date, (or, if such representation speaks as of an earlier date, as of such earlier date), (B) no Default or Event of Default exists and (C) the Parent is in compliance, on a pro forma basis, with the financial covenants set forth in Section 7.02 hereof.
(c) The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Aggregate Commitment pursuant to under this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders Section.
(rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in d) In connection with any increase in the Aggregate Commitment. The Commitment under this Section 2.15, the Administrative Agent and the Borrower acknowledges that ifmay, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as a result of a non-pro-rata increase may be necessary or [[5256212]] appropriate, in the Aggregate Commitmentopinion of the Administrative Agent, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to give effect to the provisions of this Section 3.42.15. This Section 2.15 shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.
Appears in 1 contract
Samples: Incremental Facility and Amendment Agreement (Noble Midstream Partners LP)
Increase in Aggregate Commitment. At any time after the Closing Date of this Agreement, the Administrative Agent may in its discretion (a) The which discretion shall not be arbitrarily or unreasonably exercised contrary to the request of Borrower mayso long as the conditions set forth below are satisfied), without the consent of the Lenders (except as specified in this Section 2.8), from time to time (but not on more than four occasions during at the term request of this Agreement)Borrower, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit F, request that increase the Aggregate Commitment be increased; provided that by (i) the aggregate amount of all such increases during the term of this Agreement shall not exceed $25,000,000 and admitting additional Lenders hereunder (each a “Subsequent Lender”), or (ii) any such increase in the Aggregate Commitment shall be in an amount equal to $10,000,000 or a higher integral multiple of $1,000,000 (or, if less, the remaining amount of the increases permitted under this Section 2.18).
(b) Any increase in the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto any Lender (each an “Additional Increasing Lender”) with a Commitment in an amount agreed ), subject to by any such Additional Lender.the following conditions:
(ci) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld or delayed), and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant must be in the form of Domestic Currency Commitments to be made in Dollars;
(ii) each Subsequent Lender is an Eligible Assignee;
(iii) Borrower executes (A) a new Term Note payable to the order of a Subsequent Lender in the amount of its Commitment, in the form attached hereto as Exhibit C-1, or (B) a replacement Term Note payable to the order of an Increasing Lender in the amount of its new, increased Commitment, in the form attached hereto as Exhibit C-1;
(iv) each Subsequent Lender executes and delivers to the Administrative Agent a signature page to this Section 2.18 Agreement, and each Increasing Lender executes and delivers to the Administrative Agent a new signature page to this Agreement reflecting its increased Commitment;
(v) after giving effect to the admission of any Subsequent Lender or the increase in the Commitment and pro rata share of any Increasing Lender, the Aggregate Commitment shall in no event exceed a Dollar Equivalent of each $500,000,000.00;
(vi) no Event of Default exists and Borrower shall remake all of the representations and warranties hereunder as of the date of such increase; and
(vii) no Lender after giving effect theretoshall be an Increasing Lender without the written consent of such Lender, which consent such Lender may withhold in its sole and absolute discretion and in no event shall a Lender’s consent be deemed to have been given by any failure of such Lender to respond to a request for such an increase in its Commitment. The parties hereto agree that, notwithstanding After the admission of any other provision Subsequent Lender or increase in the Commitment of this Agreementany Increasing Lender, the Administrative Agent, the Borrower, Agent shall promptly provide to each Additional Lender and each increasing to Borrower copies of the signature pages of such Subsequent Lender or Increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances and a statement of the other current Aggregate Commitment as well as the respective Domestic Currency Commitments and Foreign Currency Commitments and corresponding Percentages of the Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in respect to the Aggregate Commitment, any Eurodollar Advance is prepaid or converted as so increased (which may be in whole or in part) on the form of a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.4revised Schedule 1.1-4).
Appears in 1 contract
Samples: Unsecured Term Credit Agreement (BioMed Realty L P)
Increase in Aggregate Commitment. (a) The Borrower may, from time to time (but not on more than four occasions during the term of this Agreement), by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit F, request that the Aggregate Commitment be increased; provided that (i) the aggregate amount of all such increases At any time during the term of this Agreement after the Reserve Commitment Amount has been reduced to zero (MXN$0.00) (which may be effected concurrently with a request under this Section 2.1(d)), the Borrowers shall have the irrevocable option once during each calendar year, and provided that the conditions set forth in this Section 2.1(d) have been satisfied, prior to the Final Maturity Date upon not less than fifteen (15) Business Days prior written notice to Administrative Agent in the form attached hereto as Exhibit K (any such notice, an “Increase Notice”), that each Lender increase its respective Revolving Loan Commitment (based on Lenders’ then current pro rata commitment) such that the Revolving Loan Commitments shall be increased by a minimum amount of MXN$50,000,000 each time an Increase Notice is delivered by a Borrower, and the amount requested in all Increase Notices shall not exceed $25,000,000 and MXN$250,000,000 in the aggregate over the term of this Agreement (iieach, a “Line of Credit Increase”) but no Lender shall have any obligation whatsoever to agree to any such requested increase (or any portion thereof), and each Lender may in its sole and absolute discretion reject any such requested increase. Upon receipt of such notice from the Borrowers, the Administrative Agent shall give notice to each Lender of such proposed increase. Failure of any such Lender to respond to such requested increase on or before ten (10) Business Days after receipt of such notice shall be deemed to be a rejection thereof. If the Lenders do not agree to increase their respective Revolving Loan Commitment by amounts sufficient to provide for the Line of Credit Increase, the Administrative Agent shall have the right to admit additional Lenders, if any are agreeable, to increase the Revolving Loan Commitments by the amount requested by the Borrowers, up to the maximum aggregate amount of MXN$250,000,000, and in this event, Administrative Agent will use commercially reasonable efforts to obtain one or more financial institutions that are not Lenders and who are reasonably acceptable to the Borrowers, or the Borrowers may seek to obtain one or more financial institutions that are not Lenders and who are reasonably acceptable to the Administrative Agent. In the event of such an increase, whether by increase in the Aggregate Commitment shall be in an amount equal to $10,000,000 respective Revolving Loan Commitments of existing Lenders or a higher integral multiple by admission of $1,000,000 (or, if lessadditional Lenders, the remaining amount Revolving Loan Commitments shall automatically be increased by the Line of Credit Increase and the pro rata share of the increases permitted under this Section 2.18).
(b) Any increase in Lenders with respect to the Aggregate Commitment may Revolving Loan Commitments, as increased hereby, shall automatically be effected by (i) increasing adjusted. Notwithstanding anything to the Commitment contrary herein, any Line of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in the Aggregate Commitment Credit Increase will be implemented pursuant to an amendment or joinder to this Section 2.18 shall be effective three Business Days (or such other period agreed to by Agreement that will require the consent of the Administrative Agent, the Borrower Borrowers and the Lenders providing such Line of Credit Increase but not other Lenders.
(ii) Each Line of Credit Increase shall be effective only upon Administrative Agent’s reasonable determination that the following conditions have been satisfied: Borrowers shall have delivered to Administrative Agent (w) the Increase Notice, which shall (A) specify the date of such proposed increase (which date shall not be less than fifteen (15) Business Days from the date of receipt by Administrative Agent of Increase Notice) and the aggregate amount of such proposed increase, which shall comply with the requirements in clause (i) above, (B) certify that the information contained therein is true and correct as of the date of the Increase Notice, (C) certify that that the Line of Credit Increase shall only be used for general corporate purposes (including the payment of any dividend permitted pursuant to the terms of this Agreement), working capital purposes, to finance capital expenditures, or to repay existing indebtedness, and (D) certify that before and after giving effect to such increase (1) the representations and warranties contained in this Agreement and the other Loan Documents are true and correct, in all material respects, as of the date of the Increase Notice, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, in all material respects, as of such earlier date, (2) no Default or Event of Default exists or would otherwise exist after giving effect to such increase, (3) that all requisite corporate proceedings or actions, that may be required authorizing the requested increase shall have been taken by each of the Borrowers, (4) the Borrowers are in pro forma compliance with the financial covenants set forth herein and (5) the total principal amount of the Revolving Loan Commitments after giving effect to the Line of Credit Increase does not exceed a maximum amount of MXN$807,415,000, (x) all certificates, instruments, agreements and opinions as the Administrative Agent may reasonably request in connection therewith, (y) payment for the benefit of the Lenders increasing their commitments or providing new commitments fees and other compensation charged in connection with implementing the Line of Credit Increase and (z) each Collateral Document shall have been ratified to the Administrative Agent’s reasonable satisfaction to include the Line of Credit Increase and, with respect to any Collateral Documents covering Collateral located in Mexico, Borrowers shall deliver to the Administrative Agent evidence of the corresponding filing before the competent Public Registry of Property, in each case, to the extent required to cause such Lien to be valid and enforceable and to cause the Lien to secure the Revolving Loan Commitment as applicablein effect on the date hereof, each Lender that has agreed to increase its Commitment and each Additional Lender) plus the amount of all Line of Credit Increases after the date on which hereof.
(iii) Revolving Loans made based upon the Administrative Agent has acknowledged receipt Line of Credit Increase shall constitute “Revolving Loans” for all purposes of this Agreement and the other Loan Documents. The terms and provisions of the Line of Credit Increase shall be, except as otherwise set forth herein or in any agreement, document or instrument delivered in connection with the effectuation of the Line of Credit Increase, identical to the other Revolving Loans. Without limiting the generality of the foregoing, (i) the maturity date of the Line of Credit Increase shall be the Final Maturity Date, and (ii) the rate of interest applicable increase letter to the Line of Credit Increase shall be identical to the rates of interest applicable to the other Revolving Loans; provided that the all-in yield (without limitation, whether in the form of Annex 1 interest rate margins, original issue discount or upfront fees) applicable to any Line of Credit Increase will be determined by the Borrowers and the Lenders providing the Line of Credit Increase; provided further, that the Line of Credit Increase will not be more than 25 basis points higher than the corresponding all-in yield (giving effect to, without limitation, interest rate margins, original issue discount, and upfront fees) for the existing Revolving Loan Commitments (prior to giving effect to the Line of Credit Increase), unless the interest rate margin with respect to such Revolving Loan Commitments is increased by an amount equal to the difference between the all-in yield with respect to the case Line of an increase Credit Increase and the corresponding all-in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.yield on such Revolving Loan Commitments, minus 25 basis points.
(div) No Additional Lender shall be added as Within a party hereto without reasonable time after the written consent effective date of any Line of Credit Increase, the Administrative Agent is hereby authorized and each Issuer (which consents directed by Borrower to replace Schedule 1.1(a) hereof with Schedule 1.1(a) attached to the Increase Notice submitted by Borrower once such Increase Notice is effective to reflect such Line of Credit Increase and such revised Schedule 1.1(a) shall not be unreasonably withheld or delayed), replace the prior Schedule 1.1(a) and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant to this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision become part of this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.4.
Appears in 1 contract
Increase in Aggregate Commitment. (a) The Upon notice to the Administrative Agent (which shall promptly notify the Lenders identified by the Borrower), the Borrower may, may from time to time (but not on more than four occasions during the term of this Agreement), by means of a letter delivered to the Administrative Agent substantially Agreement request an increase in the form of Exhibit F, request that the Aggregate Commitment be increasedto an amount not exceeding $1,150,000,000 (after giving effect to any such increase) at any time; provided that (i) the aggregate any such request for an increase shall be in a minimum amount of all such increases during the term $5,000,000 or a whole multiple of this Agreement shall not exceed $25,000,000 and 1,000,000 in excess thereof; (ii) any immediately before and after giving effect to such increase in the Aggregate Commitment, no Default or Event of Default shall have occurred and be continuing and (iii) after giving to such increase in the Aggregate Commitment (including any Borrowings to be made on the Increase Effective Date), the Parent shall be in compliance on a pro forma basis with the financial covenants set forth in Section 7.02. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees, in its sole discretion, to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to $10,000,000 or have declined to increase its Commitment. The Administrative Agent shall notify the Borrower of the Lenders’ responses to each request made hereunder. To achieve the full amount of a higher integral multiple of $1,000,000 (or, if lessrequested increase, the remaining amount Borrower may also invite additional Eligible Assignees (including prior to, and in lieu of, inviting Lenders) to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that each such Eligible Assignee shall be subject to the prior written approval of the increases permitted Administrative Agent, each L/C Issuer and each Swing Line Lender (in each case, not to be unreasonably withheld, conditioned or delayed) if consent of the Administrative Agent, such L/C Issuer or such Swing Line Lender, as the case may be, would be required under this Section 2.18)10.07 for an assignment of any Loan or Commitment to such Eligible Assignee.
(b) Any increase in If the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) belowis increased in accordance with this Section, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer the Borrower shall determine the effective date (which consents shall not be unreasonably withheld or delayed), and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default “Increase Effective Date”) and the Borrower confirms the accuracy final allocation of all representations and warranties.
(e) such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall have provided to the Administrative Agent the following, in form and substance reasonably satisfactory to the Administrative Agent:
(i) (A) copies of corporate resolutions certified by a Responsible Officer of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder in the amount of the Aggregate Commitment as increased pursuant to this Section 2.15 and with a maturity date of the Stated Maturity Date, has been duly authorized by all necessary corporate action, together with, upon request of the Administrative Agent, an opinion of counsel to the Borrower (which, as to certain matters as agreed by the Administrative Agent, may be internal counsel) to such effect and as to such other customary matters regarding the transactions contemplated by this Section 2.15 as the Administrative Agent may reasonably request and (B) customary reaffirmations by the Guarantors, and
(ii) a certificate dated as of the Increase Effective Date and signed by a Responsible Officer of the General Partner, on behalf of the Parent, and a Responsible Officer of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Increase Effective Date, (or, if such representation speaks as of an earlier date, as of such earlier date), (B) no Default or Event of Default exists and (C) the Parent is in compliance, on a pro forma basis, with the financial covenants set forth in Section 7.02 hereof.
(c) The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Aggregate Commitment pursuant to under this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders Section.
(rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in d) In connection with any increase in the Aggregate Commitment. The Commitment under this Section 2.15, the Administrative Agent and the Borrower acknowledges that ifmay, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as a result of a non-pro-rata increase may be necessary or appropriate, in the Aggregate Commitmentopinion of the Administrative Agent, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to give effect to the provisions of this Section 3.42.15. This Section 2.15 shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.
Appears in 1 contract
Increase in Aggregate Commitment. (a) The Borrower may, at any time and from time to time (but not on more than four occasions during the term of this Agreement)time, by means of a letter delivered notice to the Administrative Agent Agent, request an increase in the Aggregate Commitment within the limitations hereafter described, which notice shall set forth the amount of such increase. The Aggregate Commitment may be so increased either by having one or more New Lenders become Lenders and/or by having any one or more of the then existing Lenders (at their respective election in their sole discretion) that have been approved by the Borrower, increase the amount of their Commitments, provided that (i) the Commitment of any New Lender shall be in an amount not less than $10,000,000 (and, if in excess thereof, in an integral multiple of $1,000,000); ( ii) the sum of the Commitments of the New Lenders and the increases in the Commitments of theAdditional Lenders that are not New Lenders shall be in an aggregate amount ofnot less than $5,000,000 (and, if in excess thereof, in an integral multiple of $1,000,000); (iii) the Commitment of each Additional Lender following suchincrease in the Aggregate Commitment shall not exceed $50,000,000; and (iv) the Aggregate Commitment shall not exceed the Aggregate Commitment Limit.
(b) As a condition to any increase in the Aggregate Commitment, (i) the Borrower and each Additional Lender shall have executed and delivered acommitment and acceptance (the "Commitment and Acceptance") substantially in the form of Exhibit FF hereto, request and the Administrative Agent shall have accepted andexecuted the same; (ii) if requested by an Additional Lender, the Borrower shall have executed and delivered to the Administrative Agent a Ratable Note and/or Competitive Bid Note payable to the order of such Additional Lender; (iii) theGuarantors shall have consented in writing to the new Commitments or increases in Commitments (as applicable) and shall have agreed that their Guaranty Agreements continue in full force and effect; (iv) the Borrower and each AdditionalLender shall otherwise have executed and delivered such other instruments anddocuments as the Administrative Agent shall have reasonably requested inconnection with such new Commitment or increase in the Commitment (asapplicable); and (v) the Borrower shall have delivered to the Administrative Agentopinions of counsel (substantially similar to the forms of opinions provided for in Section 5.1(viii), modified to apply to the increase in the Aggregate Commitment be increased; provided that (i) the aggregate amount and to each Note, Commitment and Acceptance, consent of all such increases during the term of this Agreement shall not exceed $25,000,000 Guarantors, and (ii) any other documents executed and delivered in connection with such increase in the Aggregate Commitment Commitment). The form and substance of the documents required under clauses (i) through (v) above shall be in an amount equal fully acceptable to $10,000,000 or a higher integral multiple of $1,000,000 (or, if less, the remaining amount Administrative Agent. The Administrative Agent shall provide written notice to all of the increases permitted under this Section 2.18).
(b) Any Lenders hereunder of the Commitment of any New Lender or the increase in the Aggregate Commitment may be effected by of any other Additional Lender hereunder and shall furnish to each of the Lenders copies of the documents required under clauses (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or through (iiv) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lenderabove.
(c) Any increase in Upon the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld or delayed), and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant to this Section 2.18 and of the Commitment and pro rata share of provisions hereof (the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that"Increase Date"), notwithstanding any other provision of this Agreement, the Administrative Agent, which Increase Date shall be mutually agreed upon by the Borrower, each Additional Lender and each increasing the Administrative Agent, (i) unless such Increase Date is a Quarterly Payment Date, such Additional Lender shall not have any interest in any Facility Letter of Credit outstanding on or issued after such Increase Date (except with respect to any Commitment held by such Additional Lender prior to such Increase Date) until the first Quarterly Payment Date after such Issuance Date and shall not be entitled to issue Facility Letters of Credit until the first Quarterly Payment Date after such Increase Date; (ii) on such Increase Date, the Borrower shall repay all outstanding Floating Rate Advances and reborrow a Floating Rate Advance in a like amount from the Lenders (including the Additional Lender); (iii) such Additional Lender shall not participate in any then outstanding Fixed Ratable Advances; (iv) if the Borrower shall at any time on or after such Increase Date convert or continue any Fixed Ratable Advance outstanding on such Increase Date, the Borrower shall be deemed to repay such Fixed Ratable Advance on the date of the conversion or continuation thereof and then to reborrow as applicablea Ratable Advance a like amount on such date so that the Additional Lender shall make a Ratable Loan on such date; and (v) such Additional Lender shall make its Ratable Share of all Ratable Advances made on or after such Increase Date (including those referred to in clauses (iii) and (iv) above) and shall otherwise have all of the rights and obligations of a Lender hereunder on and after such Increase Date. On the first Quarterly Payment Date following such Increase Date (or on such Increase Date if it is a Quarterly Payment Date), may make arrangements such Additional Lender shall be deemed to stage have irrevocably and unconditionally purchased and received, without recourse or warranty, from the timing Lenders party to this Agreement immediately prior to the effective date of any such increase, an undivided interest and participation in any Facility Letter of Credit then outstanding, ratably, such that each Lender (including each Additional Lender) holds a participation interest in each such Facility Letter of Credit in the amount of its then Ratable Share thereof. Notwithstanding the foregoing, upon the occurrence of a Default prior to the date on which such Additional Lender is holding Fixed Ratable Loans equal to its Ratable Share of all Fixed Ratable Advances hereunder, such Additional Lender shall, upon notice from the Administrative Agent, on or after the date on which the Obligations are accelerated or become due following such Default, pay to cause the Administrative Agent (for the account of the other Lenders, to which the Administrative Agent shall pay their Ratable Shares thereof upon receipt) a sum equal to such Additional Lender's Ratable Share of each Fixed Ratable Advance then outstanding with respect to which such Additional Lender does not then hold a Fixed Ratable Loan equal to its Ratable Share thereof; such payment by such Additional Lender shall constitute anABR Loan hereunder.
(d) On the Increase Date, the Additional Lender shall pay to the Administrative Agent, as an additional administrative fee, an amount equal to the product of (i) the number of Fixed Ratable Advances outstanding on such Increase Date and (ii) $250.00.
(e) Solely for purposes of clause (i) of the definitions of "Majority Lenders"and "Required Lenders," until such time as an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund holds Ratable Loans equaling its pro rata share Pro Rata Share of all outstanding Ratable Advances concurrently with the applicable increase(if any) andparticipation interests equaling its Pro Rata Share of all outstanding Facility Lettersof Credit (if any), in each case with a view toward minimizing breakage costs and transfers the amount of funds in connection with any increase in such Additional Lender's new Commitment or the Aggregate Commitment. The Borrower acknowledges that if, as a result increased amount of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion its Commitment shall be subject excluded from the amount of the Commitments and there shall be included in lieu thereof at any time an amount equal to the provisions sum of Section 3.4the outstanding Ratable Loans and the participation interests in Facility Letters of Credit held by such Additional Lender with respect to its new Commitment or the increased amount of its Commitment.
(f) Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment or agreement on the part of any Lender to increase its Commitment hereunder at any time or a commitment or agreement on the part of the Borrower or the Administrative Agent to give or grant any Lender the right to increase its Commitment hereunder at any time.
Appears in 1 contract
Samples: Credit Agreement (Toll Brothers Inc)
Increase in Aggregate Commitment. (a) The From time to time after the Closing Date, the Borrower may, from time at its option, seek to time increase the Aggregate Commitments by up to an aggregate amount of $625,000,000 (but resulting in maximum Aggregate Commitments of up to $1,825,000,000) upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase (which shall not be less than $100,000,000 or such lesser amount to which the Administrative Agent may agree) and shall certify that no Event of Default or Unmatured Event of Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Borrower, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Bank in its sole discretion) in the total Commitments on either a ratable basis to the Banks or on a non pro-rata basis to one or more than four occasions during Banks and/or to other banks or entities reasonably acceptable to the term of this Agreement), by means of a letter Administrative Agent and the Borrower. No increase in the total Commitments shall become effective until the existing or new Banks extending such incremental Commitment amount and the Borrower shall have delivered to the Administrative Agent substantially a document in form and substance reasonably satisfactory to the form of Exhibit F, request that the Aggregate Commitment be increased; provided that Administrative Agent pursuant to which (i) any such existing Bank agrees to the aggregate amount of all such increases during the term of this Agreement shall not exceed $25,000,000 and its Commitment increase, (ii) any such increase in new Bank agrees to its Commitment amount and agrees to assume and accept the Aggregate Commitment shall be in an amount equal to $10,000,000 or obligations and rights of a higher integral multiple of $1,000,000 Bank hereunder, (or, if less, the remaining amount of the increases permitted under this Section 2.18).
(biii) Any increase in the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower andaccepts such incremental Commitments, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender(iv) after the effective date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld or delayed), and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment Commitments is specified and (v) the Borrower certifies that on such date the conditions for a Credit Extension set forth in Section 6.02 are satisfied. Upon the effectiveness of any increase in the total Commitments pursuant hereto, (i) each Bank (new or existing) shall be deemed to have accepted an assignment from the existing Banks, and the existing Banks shall be deemed to have made an assignment to each new or existing Bank accepting a new or increased Commitment, of an interest in each then outstanding Advance (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the Swingline Exposure and L/C Exposure of the existing and new Banks shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Banks in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Banks of, the principal amount assigned plus accrued and unpaid interest and Facility and Letter of Credit Fees. Payments received by assigning Banks pursuant to this Section 2.18 and in respect of the Commitment and pro rata share principal amount of any Eurodollar Rate Advance shall, for purposes of Section 11.04(b) be deemed prepayments of such Credit Extension. Any increase of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of total Commitments pursuant to this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion Section shall be subject to receipt by the provisions Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request. No consent of any Bank (other than the Banks agreeing to new or increased Commitments) shall be required for any incremental Commitment provided or Advance made pursuant to this Section 3.42.05.
Appears in 1 contract
Samples: Credit Agreement (Baxalta Inc)
Increase in Aggregate Commitment. (a) The Borrower may, from time to time (but not on more than four occasions during the term of this Agreement), by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit F, request that the Aggregate Commitment be increased; provided that (i) the aggregate amount of all such increases during the term of this Agreement shall not exceed $25,000,000 40,000,000 and (ii) any such increase in the Aggregate Commitment shall be in an amount equal to $10,000,000 or a higher integral multiple of $1,000,000 (or, if less, the remaining amount of the increases permitted under this Section 2.18).
(b) Any increase in the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld or delayed), and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warranties.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant to this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.4.
Appears in 1 contract
Samples: Credit Agreement (Mge Energy Inc)
Increase in Aggregate Commitment. (a) The Borrower may, at any time and from time to time (but not on more than four occasions during the term of this Agreement)time, by means of a letter delivered notice to the Administrative Agent Agent, request an increase in the Aggregate Commitment within the limitations hereafter described, which notice shall set forth the amount of such increase. The Aggregate Commitment may be so increased either by having one or more New Lenders become Lenders and/or by having any one or more of the then existing Lenders (at their respective election in their sole discretion) that have been approved by the Borrower, increase the amount of their Commitments, provided that (i) the Commitment of any New Lender shall be in an amount not less than $5,000,000 (and, if in excess thereof, in an integral multiple of $1,000,000); (ii) the sum of the Commitments of the New Lenders and the increases in the Commitments of the Additional Lenders that are not New Lenders shall be in an aggregate amount of not less than $5,000,000 (and, if in excess thereof, in an integral multiple of $1,000,000); and (iii) the Aggregate Commitment shall not exceed the Aggregate Commitment Limit.
(b) As a condition to any increase in the Aggregate Commitment, (i) the Borrower and each Additional Lender shall have executed and delivered a commitment and acceptance (the "Commitment and Acceptance") substantially in the form of Exhibit FG hereto, request that and the Aggregate Commitment be increasedAdministrative Agent shall have accepted and executed the same; provided that (i) the aggregate amount of all such increases during the term of this Agreement shall not exceed $25,000,000 and (ii) any if requested by an Additional Lender, the Borrower shall have executed and delivered to the Administrative Agent a Ratable Note and (if applicable) Competitive Bid Note payable to the order of such Additional Lender; (iii) the Guarantors shall have consented in writing to the new Commitments or increases in Commitments (as applicable) and shall have agreed that their Guaranty Agreements continue in full force and effect; (iv) the Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such new Commitment or increase in the Aggregate Commitment shall be in an amount equal to $10,000,000 or a higher integral multiple of $1,000,000 (or, as applicable); and (v) if less, the remaining amount of the increases permitted under this Section 2.18).
(b) Any increase in the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to requested by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed shall have delivered to increase its Commitment and each Additional Lender) after the date on which the Administrative Agent has acknowledged receipt opinions of counsel (substantially similar to the forms of opinions provided for in Section 5.1(viii), modified to apply to the increase in the Aggregate Commitment and to each Note, Commitment and Acceptance, consent of Guarantors, and other documents executed and delivered in connection with such increase in the Aggregate Commitment). The form and substance of the applicable increase letter in documents required under clauses (i) through (v) above shall be fully acceptable to the form Administrative Agent. The Administrative Agent shall promptly provide written notice to all of Annex 1 (in the case Lenders hereunder of an the Commitment of any New Lender or the increase in the Commitment of an existing Lender) or Annex 2 (in the case any other Additional Lender hereunder and shall promptly furnish to each of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent Lenders copies of the Administrative Agent and each Issuer documents required under clauses (which consents shall not be unreasonably withheld or delayed), and each increase in the Aggregate Commitment may only be effected if there is no Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warrantiesi) through (v) above.
(ec) The Administrative Agent shall promptly notify Upon the Borrower and the Lenders effective date of any increase in the Aggregate Commitment pursuant to this Section 2.18 and of the Commitment and pro rata share of provisions hereof (the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that"Increase Date"), notwithstanding any other provision of this Agreement, the Administrative Agent, which Increase Date shall be mutually agreed upon by the Borrower, each Additional Lender and the Administrative Agent, (i) such Additional Lender shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, from the Lenders party to this Agreement immediately prior to the Increase Date, an undivided interest and participation in any Facility Letter of Credit then outstanding, ratably, such that each increasing Lender (including each Additional Lender) holds a participation interest in each such Facility Letter of Credit in the amount of its then Ratable Share thereof; (ii) on such Increase Date, the Borrower shall repay all outstanding Floating Rate Advances and reborrow a Floating Rate Advance in a like amount from the Lenders (including the Additional Lender); (iii) such Additional Lender shall not participate in any then outstanding Fixed Ratable Advances; (iv) if the Borrower shall at any time on or after such Increase Date convert or continue any Fixed Ratable Advance outstanding on such Increase Date, the Borrower shall be deemed to repay such Fixed Ratable Advance on the date of the conversion or continuation thereof and then to reborrow as a Ratable Advance a like amount on such date so that the Additional Lender shall make a Ratable Loan on such date; and (v) such Additional Lender shall make its Ratable Share of all Ratable Advances made on or after such Increase Date (including those referred to in clauses (iii) and (iv) above) and shall otherwise have all of the rights and obligations of a Lender hereunder on and after such Increase Date. Notwithstanding the foregoing, upon the occurrence of a Default prior to the date on which such Additional Lender is holding Fixed Ratable Loans equal to its Ratable Share of all Fixed Ratable Advances hereunder, such Additional Lender shall, upon notice from the Administrative Agent, on or after the date on which the Obligations are accelerated or become due following such Default, pay to the Administrative Agent (for the account of the other Lenders, to which the Administrative Agent shall pay their Ratable Shares thereof upon receipt) a sum equal to such Additional Lender's Ratable Share of each Fixed Ratable Advance then outstanding with respect to which such Additional Lender does not then hold a Fixed Ratable Loan equal to its Ratable Share thereof; such payment by such Additional Lender shall constitute an ABR Loan hereunder.
(d) On the Increase Date, the Additional Lender shall pay to the Administrative Agent, as applicablean additional administrative fee, may make arrangements an amount equal to stage the timing product of any (i) the number of Fixed Ratable Advances outstanding on such increase, or to cause Increase Date and (ii) $250.00.
(e) Solely for purposes of clause (i) of the definitions of "Majority Lenders" and "Required Lenders," until such time as an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund holds Ratable Loans equaling its pro rata share Ratable Share of all outstanding Ratable Advances concurrently with the applicable increase(if any), in each case with a view toward minimizing breakage costs and transfers the amount of funds in connection with any increase in such Additional Lender's new Commitment or the Aggregate Commitment. The Borrower acknowledges that if, as a result increased amount of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion its Commitment shall be subject excluded from the amount of the Commitments and there shall be included in lieu thereof at any time an amount equal to the provisions sum of Section 3.4the outstanding Ratable Loans and the participation interests in Facility Letters of Credit held by such Additional Lender with respect to its new Commitment or the increased amount of its Commitment.
(f) Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment or agreement on the part of any Lender to increase its Commitment hereunder at any time or a commitment or agreement on the part of the Borrower or the Administrative Agent to give or grant any Lender the right to increase its Commitment hereunder at any time.
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Samples: Credit Agreement (Toll Brothers Inc)
Increase in Aggregate Commitment. (a) The Borrower may, from time to time (but not on more than four occasions during the term of this Agreement), by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit F, request that the Aggregate Commitment be increased; provided that (i) the aggregate amount of all such increases during the term of this Agreement shall not exceed $25,000,000 20,000,000 and (ii) any such increase in the Aggregate Commitment shall be in an amount equal to $10,000,000 5,000,000 or a higher an integral multiple of $1,000,000 in excess of $5,000,000 (or, if less, the remaining amount of the increases permitted under this Section 2.18).
(b) Any increase in the Aggregate Commitment may be effected by (i) increasing the Commitment of one or more Lenders which have agreed to such increase and/or (ii) subject to clause (d) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in the Aggregate Commitment pursuant to this Section 2.18 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the date on which the Administrative Agent has acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the case of an increase in the Commitment of an existing Lender) or Annex 2 (in the case of the addition of an Additional Lender) to Exhibit F.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuer (which consents shall not be unreasonably withheld or delayedwithheld), and each no increase in the Aggregate Commitment may only be effected if there is no a Default or an Unmatured Default and the Borrower confirms the accuracy of all representations and warrantiesexists.
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the Aggregate Commitment pursuant to this Section 2.18 and of the Commitment and pro rata share of the Aggregate Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements to stage the timing of any such increase, or to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its pro rata share of all outstanding Advances concurrently with the applicable increase), in each case with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Advance is prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.4.
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