Increase in Combined Commitments. (a) The Borrower shall have the right, without the consent of the Banks, subject to the terms of this Section 2.16, to effectuate from time to time, at any time prior to the then effective Termination Date, an increase in the combined Commitments under this Agreement by adding to this Agreement one or more other banks or other financial institutions reasonably acceptable to the Agent and the Borrower and qualifying as an Assignee hereunder, who shall, upon completion of the requirements of this Section 2.16 constitute “Banks” hereunder (an “Added Bank”), or by allowing one or more Banks in their sole discretion to increase their respective Commitments hereunder (each an “Increasing Bank”), so that such added and increased Commitments shall equal the increase in Commitments effectuated pursuant to this Section 2.16; provided that (i) there shall not be any increased Commitment or any added Commitment, unless the aggregate increase or addition to be effected is at least $25,000,000, (ii) no increase in or added Commitments pursuant to this Section 2.16 shall result in combined Commitments exceeding $4,000,000,000, (iii) no Bank’s Commitment shall be increased under this Section 2.16 without the consent of such Bank, and (iv) there shall not exist any Default or Event of Default immediately prior to and immediately after giving effect to such increased or added Commitment. The Borrower shall deliver or pay, as applicable, to the Agent not later than ten Business Days prior to any such increase in Commitments each of the following items with respect to each Added Bank and Increasing Bank: (i) a written notice of Xxxxxxxx’s intention to increase the combined Commitments pursuant to this Section 2.16, which shall specify each Added Bank and Increasing Bank, if any, the changes in amounts of Commitments that will result, and such other information as is reasonably requested by the Agent; (ii) documents in the form of Exhibit B or Exhibit C, as may be required by the Agent, executed and delivered by each Added Bank and each Increasing Bank, pursuant to which it becomes a party hereto or increases its Commitment, as the case may be; (iii) if requested by the applicable Bank, Notes or replacement Notes, as the case may be, executed and delivered by Xxxxxxxx; and (iv) a non-refundable processing fee of $3,500 with respect to each Added Bank or Increasing Bank for the sole account of the Agent. (b) Upon receipt of any notice referred to in clause (a)(i) above, the Agent shall promptly notify each Bank thereof. Upon execution and delivery of such documents and the payment of such fee (the “Increased Commitment Date”), each such Added Bank shall constitute a “Bank” for all purposes under this Agreement and related documents without any acknowledgment by or the consent of the other Banks, with a Commitment as specified in such documents, or such Bank’s Commitment shall increase as specified in such documents, as the case may be. Immediately upon the effectiveness of the addition of such Added Bank or the increase in the Commitment of such Increasing Bank under this Section 2.16, (i) the respective pro rata shares of the Banks shall be deemed modified as appropriate to correspond to such changed combined Commitments, and (ii) if there are at such time outstanding any Loans, each Bank whose pro rata share has been decreased as a result of the increase in the combined Commitments shall be deemed to have assigned, without recourse, to each Added Bank and Increasing Bank such portion of such Bank’s Loans as shall be necessary to effectuate such adjustment in pro rata shares. Each Increasing Bank and Added Bank (x) shall be deemed to have assumed such portion of such Loans and (y) shall fund to each other Bank on the Increased Commitment Date the amount of Loans assigned by it to such Bank. The Borrower agrees to pay to the Banks on demand any and all amounts to the extent payable pursuant to Section 2.12 as a result of any such prepayment of Loans occasioned by the foregoing increase in Commitments and the reallocation of the pro rata shares. (c) This section shall supersede any provisions in Section 9.06(b) to the contrary.
Appears in 2 contracts
Samples: Five Year Credit Agreement (Target Corp), Five Year Credit Agreement (Target Corp)
Increase in Combined Commitments. (a) The Borrower shall have the right, without the consent of the Banks, subject to the terms of this Section 2.16, to effectuate from time to time, at any time prior to the then effective Termination Date, an increase in the combined Commitments under this Agreement by adding to this Agreement one or more other banks or other financial institutions reasonably acceptable to the Agent and the Borrower and qualifying as an Assignee hereunder, who shall, upon completion of the requirements of this Section 2.16 constitute “Banks” hereunder (an “Added Bank”), or by allowing one or more Banks in their sole discretion to increase their respective Commitments hereunder (each an “Increasing Bank”), so that such added and increased Commitments shall equal the increase in Commitments effectuated pursuant to this Section 2.16; provided that (i) there shall not be any increased Commitment or any added Commitment, unless the aggregate increase or addition to be effected is at least $25,000,000, (ii) no increase in or added Commitments pursuant to this Section 2.16 shall result in combined Commitments exceeding $4,000,000,0001,500,000,000, (iii) no Bank’s Commitment shall be increased under this Section 2.16 without the consent of such Bank, and (iv) there shall not exist any Default or Event of Default immediately prior to and immediately after giving effect to such increased or added Commitment. The Borrower shall deliver or pay, as applicable, to the Agent not later than ten Business Days prior to any such increase in Commitments each of the following items with respect to each Added Bank and Increasing Bank:
(i) a written notice of Xxxxxxxx’s intention to increase the combined Commitments pursuant to this Section 2.16, which shall specify each Added Bank and Increasing Bank, if any, the changes in amounts of Commitments that will result, and such other information as is reasonably requested by the Agent;
(ii) documents in the form of Exhibit B or Exhibit C, as may be required by the Agent, executed and delivered by each Added Bank and each Increasing Bank, pursuant to which it becomes a party hereto or increases its Commitment, as the case may be;
(iii) if requested by the applicable Bank, Notes or replacement Notes, as the case may be, executed and delivered by Xxxxxxxx; and
(iv) a non-refundable processing fee of $3,500 with respect to each Added Bank or Increasing Bank for the sole account of the Agent.
(b) Upon receipt of any notice referred to in clause (a)(i) above, the Agent shall promptly notify each Bank thereof. Upon execution and delivery of such documents and the payment of such fee (the “Increased Commitment Date”), each such Added Bank shall constitute a “Bank” for all purposes under this Agreement and related documents without any acknowledgment by or the consent of the other Banks, with a Commitment as specified in such documents, or such Bank’s Commitment shall increase as specified in such documents, as the case may be. Immediately upon the effectiveness of the addition of such Added Bank or the increase in the Commitment of such Increasing Bank under this Section 2.16, (i) the respective pro rata shares of the Banks shall be deemed modified as appropriate to correspond to such changed combined Commitments, and (ii) if there are at such time outstanding any Loans, each Bank whose pro rata share has been decreased as a result of the increase in the combined Commitments shall be deemed to have assigned, without recourse, to each Added Bank and Increasing Bank such portion of such Bank’s Loans as shall be necessary to effectuate such adjustment in pro rata shares. Each Increasing Bank and Added Bank (x) shall be deemed to have assumed such portion of such Loans and (y) shall fund to each other Bank on the Increased Commitment Date the amount of Loans assigned by it to such Bank. The Borrower agrees to pay to the Banks on demand any and all amounts to the extent payable pursuant to Section 2.12 as a result of any such prepayment of Loans occasioned by the foregoing increase in Commitments and the reallocation of the pro rata shares.
(c) This section shall supersede any provisions in Section 9.06(b) to the contrary.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Target Corp), 364 Day Credit Agreement (Target Corp)
Increase in Combined Commitments. (a) The Borrower shall have the right, without the consent of the Banks, subject to the terms of this Section 2.162.17, to effectuate from time to time, at any time prior to the then effective Termination Date, an increase in the combined Commitments under this Agreement by adding to this Agreement one or more other banks or other financial institutions reasonably acceptable to the Agent and the Borrower and qualifying as an Assignee hereunder, who shall, upon completion of the requirements of this Section 2.16 2.17 constitute “"Banks” " hereunder (an “"Added Bank”"), or by allowing one or more Banks in their sole discretion to increase their respective Commitments hereunder (each an “"Increasing Bank”"), so that such added and increased Commitments shall equal the increase in Commitments effectuated pursuant to this Section 2.162.17; provided that (i) there shall not be any increased Commitment or any added Commitment, unless the aggregate increase or addition to be effected is at least $25,000,000, (ii) no increase in or added Commitments pursuant to this Section 2.16 2.17 shall result in combined Commitments exceeding $4,000,000,0001,000,000,000 or shall result in the aggregate of the combined Commitments plus all 364-Day Commitments exceeding $1,800,000,000, (iii) no Bank’s 's Commitment shall be increased under this Section 2.16 2.17 without the consent of such Bank, and (iv) each increase in Commitments hereunder shall occur simultaneously with an increase, if any, in the 364-Day Commitments in accordance with the terms thereof, (v) there shall not exist any Default or Event of Default immediately prior to and immediately after giving effect to such increased or added Commitment, (vi) there shall not have been (x) any ratable reduction of Commitments pursuant to Section 2.09 or (y) any ratable reduction of the 364-Day Commitments under Section 2.09 of the 364-Day Agreement, and (vii) the total increases in Commitments hereunder and in the 364-Day Commitments, if any, do not need to be ratable, and the increase by any Increasing Bank in its Commitments hereunder and its increase, if any, in its 364-Day Commitments does not need to be equivalent, nor does the Commitment hereunder of an Added Bank need to be equivalent to its 364-Day Commitment, if any. The Borrower shall deliver or pay, as applicable, to the Agent not later than ten (10) Domestic Business Days prior to any such increase in Commitments each of the following items with respect to each Added Bank and Increasing Bank:
(i) a written notice of Xxxxxxxx’s Borrower's intention to increase the combined Commitments pursuant to this Section 2.162.17, which shall specify each Added Bank and Increasing Bank, if any, the changes in amounts of Commitments that will result, and such other information as is reasonably requested by the Agent;
(ii) documents in the form of Exhibit B E or Exhibit CF, as may be required by the Agent, executed and delivered by each Added Bank and each Increasing Bank, pursuant to which it becomes a party hereto or increases its Commitment, as the case may be;
(iii) if requested by the applicable Bank, Notes or replacement Notes, as the case may be, executed and delivered by XxxxxxxxBorrower; and
(iv) a non-refundable processing fee of $3,500 with respect to each Added Bank or Increasing Bank for the sole account of the Agent.
(b) Upon receipt of any notice referred to in clause (a)(i) above, the Agent shall promptly notify each Bank thereof. Upon execution and delivery of such documents and the payment of such fee (the “"Increased Commitment Date”"), each such Added Bank shall constitute a “"Bank” " for all purposes under this Agreement and related documents without any acknowledgment by or the consent of the other Banks, with a Commitment as specified in such documents, or such Bank’s 's Commitment shall increase as specified in such documents, as the case may be. Immediately upon the effectiveness of the addition of such Added Bank or the increase in the Commitment of such Increasing Bank under this Section 2.162.17, (i) the respective pro rata shares of the Banks shall be deemed modified as appropriate to correspond to such changed combined Commitments, and (ii) if there are at such time outstanding any Committed Loans, each Bank whose pro rata share has been decreased as a result of the increase in the combined Commitments shall be deemed to have assigned, without recourse, to each Added Bank and Increasing Bank such portion of such Bank’s 's Committed Loans as shall be necessary to effectuate such adjustment in pro rata shares. Each Increasing Bank and Added Bank (xi) shall be deemed to have assumed such portion of such Committed Loans and (yii) shall fund to each other Bank on the Increased Commitment Date the amount of Committed Loans assigned by it to such Bank. The Borrower agrees to pay to the Banks on demand any and all amounts to the extent payable pursuant to Section 2.12 2.13 as a result of any such prepayment of Committed Loans occasioned by the foregoing increase in Commitments and the reallocation of the pro rata shares.
(c) This section shall supersede supercede any provisions in Section 9.06(b9.06(c) to the contrary.. ARTICLE
Appears in 1 contract
Samples: Credit Agreement (Target Corp)
Increase in Combined Commitments. (a) The Borrower shall have the rightright up to six months prior to the final Termination Date, without the consent of the BanksLenders, subject by notice to the terms of this Section 2.16Administrative Agent, to effectuate from time to time, at any time prior to the then effective Termination Date, an increase in the combined Revolving Credit Commitments under this Agreement by adding to this Agreement one or more other commercial banks or other financial institutions reasonably acceptable to the Agent and the Borrower and qualifying as an Assignee hereunder, (who shall, upon completion of the requirements of this Section 2.16 2.14 constitute “BanksLenders” hereunder hereunder) (an “Added BankLender”), or by allowing one or more Banks Lenders in their sole discretion to increase their respective Revolving Credit Commitments hereunder (each an “Increasing BankLender”), so that such added and increased Revolving Credit Commitments shall equal the increase in Commitments the Commitment Amount effectuated pursuant to this Section 2.162.14; provided that (i) there no added Revolving Credit Commitment shall not be any increased Commitment or any added Commitment, unless the aggregate increase or addition to be effected is at least less than $25,000,00010,000,000, (ii) no increase in or added Revolving Credit Commitments pursuant to this Section 2.16 2.14 shall result in combined Revolving Credit Commitments exceeding $4,000,000,0001,500,000,000, and (iii) no BankLender’s Revolving Credit Commitment shall be increased under this Section 2.16 2.14 without the consent of such Bank, and (iv) there shall not exist any Default or Event of Default immediately prior to and immediately after giving effect to such increased or added CommitmentLender. The Borrower shall deliver or pay, as applicable, to the Administrative Agent not later than ten Business Days prior to on or before the effective date of any such increase in Commitments the Commitment Amount each of the following items with respect to each Added Bank Lender and Increasing BankLender:
(i) a written notice of Xxxxxxxxthe Borrower’s intention to increase the combined Revolving Credit Commitments pursuant to this Section 2.162.14, which shall specify each Added Bank and Increasing Banknew Lender, if any, the changes in amounts of Revolving Credit Commitments that will result, and such other information as is reasonably requested by the Administrative Agent;
(ii) documents in the form of Exhibit B F or Exhibit CG, as may be required by the Agentapplicable, executed and delivered by each Added Bank new Lender and each Increasing BankLender agreeing to increase its Revolving Credit Commitment, pursuant to which it becomes a party hereto or increases its Revolving Credit Commitment, as the case may be;; and
(iii) if requested by the applicable BankLender, Notes or replacement Notes, as the case may be, executed and delivered by Xxxxxxxx; and
(iv) a non-refundable processing fee of $3,500 with respect to each Added Bank or Increasing Bank for the sole account of the AgentBorrower.
(b) Upon receipt of any notice referred to in clause (a)(i) above, the Agent shall promptly notify each Bank thereof. Upon execution and delivery of such documents and the payment of such fee (the “Increased Commitment Date”), each such Added Bank shall constitute a “Bank” for all purposes under this Agreement and related documents without any acknowledgment by or the consent of the other Banks, with a Commitment as specified in such documents, or such Bank’s Commitment shall increase as specified in such documents, as the case may be. Immediately upon the effectiveness of the addition of such Added Bank or the increase in the Commitment of such Increasing Bank under this Section 2.16, (i) the respective pro rata shares of the Banks shall be deemed modified as appropriate to correspond to such changed combined Commitments, and (ii) if there are at such time outstanding any Loans, each Bank whose pro rata share has been decreased as a result of the increase in the combined Commitments shall be deemed to have assigned, without recourse, to each Added Bank and Increasing Bank such portion of such Bank’s Loans as shall be necessary to effectuate such adjustment in pro rata shares. Each Increasing Bank and Added Bank (x) shall be deemed to have assumed such portion of such Loans and (y) shall fund to each other Bank on the Increased Commitment Date the amount of Loans assigned by it to such Bank. The Borrower agrees to pay to the Banks on demand any and all amounts to the extent payable pursuant to Section 2.12 as a result of any such prepayment of Loans occasioned by the foregoing increase in Commitments and the reallocation of the pro rata shares.
(c) This section shall supersede any provisions in Section 9.06(b) to the contrary.
Appears in 1 contract
Increase in Combined Commitments. (a) The Borrower shall have the right, without the consent of the Banks, Lenders but subject to the terms approval of this Section 2.16Administrative Agent (which approval shall not be unreasonably withheld), to effectuate from time to time, at any time prior to the then effective Termination Date, an increase in the combined Commitments under this Agreement by adding to this Agreement one or more other banks or other financial institutions reasonably acceptable to the Agent and the Borrower and qualifying as an Assignee hereunder, Persons that are Eligible Assignees (who shall, upon completion of the requirements of this Section 2.16 SECTION 2.13 constitute “Banks” hereunder "Lenders" hereunder) (an “"Added Bank”Lender"), or by allowing one or more Banks Lenders in their sole discretion to increase their respective Commitments hereunder (each an “"Increasing Bank”Lender"), so that such added and increased Commitments shall equal the increase in Commitments effectuated pursuant to this Section 2.16SECTION 2.13; provided PROVIDED that (i) there no increase in or added Commitment shall not be any increased Commitment or any added Commitment, unless less than the aggregate increase or addition to be effected is at least $25,000,000Minimum Amount, (ii) no increase in or added Commitments pursuant to this Section 2.16 SECTION 2.13 shall be less than the Minimum Amount or result in combined Commitments exceeding $4,000,000,000800,000,000, (iii) no Bank’s Lender's Commitment shall be increased under this Section 2.16 SECTION 2.13 without the consent of such BankLender, and (iv) there shall not exist any no Default or Event of Default immediately prior to and immediately after giving effect to such increased or added Commitment, and (v) there shall have been no ratable reduction of Commitments pursuant to SECTION 2.07. The Borrower shall deliver or pay, as applicable, to Administrative Agent by the Agent not later than ten Business Days prior to any such increase in Commitments Requisite Time each of the following items with respect to each Added Bank Lender and Increasing BankLender:
(i) a written notice of Xxxxxxxx’s Borrower's intention to increase the combined Commitments pursuant to this Section 2.16SECTION 2.13, which shall specify each Added Bank and Increasing Banknew Eligible Assignee, if any, the changes in amounts of Commitments that will result, and such other information as is reasonably requested by the Administrative Agent;
(ii) documents in the form of Exhibit B EXHIBIT I or Exhibit CEXHIBIT J, as may be required by the Administrative Agent, executed and delivered by each Added Bank new Eligible Assignee and each Increasing BankLender agreeing to increase its Commitment, pursuant to which it becomes a party hereto or increases its Commitment, as the case may be;
(iii) if requested by the applicable BankLender, Notes or replacement Notes, as the case may be, executed and delivered by XxxxxxxxBorrower; and
(iv) a non-refundable processing fee of $3,500 4,000 with respect to each Added Bank Lender or Increasing Bank Lender for the sole account of the Administrative Agent.
(b) Upon receipt of any notice referred to in clause (a)(i) above, the Administrative Agent shall promptly notify each Bank Lender thereof. Upon execution and delivery of such documents and the payment of such fee (the “"Increased Commitment Date”"), each such Added Bank new Eligible Assignee shall constitute a “Bank” for all purposes under this Agreement and related documents without any acknowledgment by or the consent of the other Banks, "Lender" hereunder with a Commitment as specified in such documentstherein, or such Bank’s Lender's Commitment shall increase as specified in such documentstherein, as the case may be. Immediately upon the effectiveness of the addition of such Added Bank Lender or the increase in the Commitment of such Increasing Bank Lender under this Section 2.16, (i) the respective pro rata shares of the Banks shall be deemed modified as appropriate to correspond to such changed combined Commitments, and (ii) if there are at such time outstanding any Loans, each Bank whose pro rata share has been decreased as a result of the increase in the combined Commitments shall be deemed to have assigned, without recourse, to each Added Bank and Increasing Bank such portion of such Bank’s Loans as shall be necessary to effectuate such adjustment in pro rata shares. Each Increasing Bank and Added Bank (x) shall be deemed to have assumed such portion of such Loans and (y) shall fund to each other Bank on the Increased Commitment Date the amount of Loans assigned by it to such Bank. The Borrower agrees to pay to the Banks on demand any and all amounts to the extent payable pursuant to Section 2.12 as a result of any such prepayment of Loans occasioned by the foregoing increase in Commitments and the reallocation of the pro rata shares.
(c) This section shall supersede any provisions in Section 9.06(b) to the contrary.SECTION 2.13
Appears in 1 contract
Samples: Credit Agreement (Tech Data Corp)
Increase in Combined Commitments. (a) The Borrower shall have the rightright prior to the Note Repurchase Date, without the consent of the Banks, Lenders but subject to the terms of this Section 2.16, to effectuate from time to time, at any time prior to the then effective Termination Date, an increase in the combined Commitments under this Agreement by adding to this Agreement one or more other banks or other financial institutions reasonably acceptable to the Agent and the Borrower and qualifying as an Assignee hereunder, who shall, upon completion approval of the requirements of this Section 2.16 constitute “Banks” hereunder Administrative Agent (an “Added Bank”), or by allowing one or more Banks in their sole discretion to increase their respective Commitments hereunder (each an “Increasing Bank”), so that such added and increased Commitments shall equal the increase in Commitments effectuated pursuant to this Section 2.16; provided that (i) there which approval shall not be any increased Commitment or any added Commitmentunreasonably withheld), unless the aggregate increase or addition to be effected is at least $25,000,000, (ii) no increase in or added Commitments pursuant to this Section 2.16 shall result in combined Commitments exceeding $4,000,000,000, (iii) no Bank’s Commitment shall be increased under this Section 2.16 without the consent of such Bank, and (iv) there shall not exist any Default or Event of Default immediately prior to and immediately after giving effect to such increased or added Commitmentto
2.2.1. The Borrower shall deliver or pay, as applicable, to the Administrative Agent not later than ten by 2:00 P.M. New York time on the fifth Business Days prior to Day preceding the effective date of any such increase in Commitments the Commitment Amount each of the following items with respect to each Added Bank Lender and Increasing BankLender:
(i) a written notice of Xxxxxxxx’s the Borrower's intention to increase the combined Commitments pursuant to this Section 2.16SECTION 2.7, which shall specify each Added Bank and Increasing Banknew Lender, if any, the changes in amounts of Commitments that will result, and such other information as is reasonably requested by the Administrative Agent;
(ii) documents in the form of Exhibit B EXHIBIT F or Exhibit C, EXHIBIT G as may be required by the Administrative Agent, executed and delivered by each Added Bank new Lender and each Increasing BankLender agreeing to increase its Commitment, pursuant to which it becomes a party hereto or increases its Commitment, as the case may be;
(iii) if requested by the applicable Bank, Notes or replacement Notes, as the case may be, executed and delivered by Xxxxxxxx; and
(iviii) a non-refundable processing fee of $3,500 with respect to each Added Bank Lender or Increasing Bank Lender for the sole account of the Administrative Agent.
(b) Upon receipt of any notice referred to in clause (a)(i) above, the Administrative Agent shall promptly notify each Bank Lender thereof. Upon execution and delivery of such documents and the payment of such fee (the “"Increased Commitment Date”"), each such Added Bank new Lender shall constitute a “Bank” for all purposes under this Agreement and related documents without any acknowledgment by or the consent of the other Banks, "Lender" hereunder with a Commitment as specified in such documentstherein, or such Bank’s Lender's Commitment shall increase as specified in such documentstherein, as the case may be. Immediately upon the effectiveness of the addition of such Added Bank Lender or the increase in the Commitment of such Increasing Bank Lender under this Section 2.16SECTION 2.7, (i) the respective pro rata shares Percentages of the Banks Lenders shall be deemed modified as appropriate to correspond to such changed combined Commitments, and (ii) if there are at such time outstanding any Loans, each Bank whose pro rata share has been decreased as a result of the increase in the combined Commitments shall be deemed to have assigned, without recourse, to each Added Bank and Increasing Bank such portion of such Bank’s Loans as shall be necessary to effectuate such adjustment in pro rata shares. Each Increasing Bank and Added Bank (x) shall be deemed to have assumed such portion of such Loans and (y) shall fund to each other Bank on the Increased Commitment Date the amount of Loans assigned by it to such Bank. The Borrower agrees to pay to the Banks on demand any and all amounts to the extent payable pursuant to Section 2.12 as a result of any such prepayment of Loans occasioned by the foregoing increase in Commitments and the reallocation of the pro rata shares.
(c) This section shall supersede supercede any provisions in Section 9.06(b) SECTION 11.1 to the contrary.
Appears in 1 contract
Increase in Combined Commitments. (a) The Borrower shall have the right, without the consent of the Banks, subject to the terms of this Section 2.162.17, to effectuate from time to time, at any time prior to the then effective Revolving Credit Termination Date, an increase in the combined Commitments under this Agreement by adding to this Agreement one or more other banks or other financial institutions reasonably acceptable to the Agent and the Borrower and qualifying as an Assignee hereunder, who shall, upon completion of the requirements of this Section 2.16 2.17 constitute “Banks” hereunder (an “Added Bank”), or by allowing one or more Banks in their sole discretion to increase their respective Commitments hereunder (each an “Increasing Bank”), so that such added and increased Commitments shall equal the increase in Commitments effectuated pursuant to this Section 2.162.17; provided that (i) there shall not be any increased Commitment or any added Commitment, unless the aggregate increase or addition to be effected is at least $25,000,000, (ii) no increase in or added Commitments pursuant to this Section 2.16 2.17 shall result in combined Commitments exceeding $4,000,000,0001,100,000,000 or shall result in the aggregate of the combined Commitments plus all Five-Year Commitments exceeding $2,200,000,000, (iii) no Bank’s Commitment shall be increased under this Section 2.16 2.17 without the consent of such Bank, and (iv) there shall not exist any Default or Event of Default immediately prior to and immediately after giving effect to such increased or added Commitment, and (v) the total increases in Commitments hereunder and in the Five-Year Commitments, if any, do not need to be ratable, and the increase by any Increasing Bank in its Commitment hereunder and its increase, if any, in its Five-Year Commitment does not need to be equivalent, nor does the Commitment hereunder of an Added Bank need to be equivalent to its Five-Year Commitment, if any. The Borrower shall deliver or pay, as applicable, to the Agent not later than ten (10) Domestic Business Days prior to any such increase in Commitments each of the following items with respect to each Added Bank and Increasing Bank:
(i) a written notice of XxxxxxxxBorrower’s intention to increase the combined Commitments pursuant to this Section 2.162.17, which shall specify each Added Bank and Increasing Bank, if any, the changes in amounts of Commitments that will result, and such other information as is reasonably requested by the Agent;
(ii) documents in the form of Exhibit B E or Exhibit CF, as may be required by the Agent, executed and delivered by each Added Bank and each Increasing Bank, pursuant to which it becomes a party hereto or increases its Commitment, as the case may be;
(iii) if requested by the applicable Bank, Notes or replacement Notes, as the case may be, executed and delivered by XxxxxxxxBorrower; and
(iv) a non-refundable processing fee of $3,500 with respect to each Added Bank or Increasing Bank for the sole account of the Agent.
(b) Upon receipt of any notice referred to in clause (a)(i) above, the Agent shall promptly notify each Bank thereof. Upon execution and delivery of such documents and the payment of such fee (the “Increased Commitment Date”), each such Added Bank shall constitute a “Bank” for all purposes under this Agreement and related documents without any acknowledgment by or the consent of the other Banks, ,
with a Commitment as specified in such documents, or such Bank’s Commitment shall increase as specified in such documents, as the case may be. Immediately upon the effectiveness of the addition of such Added Bank or the increase in the Commitment of such Increasing Bank under this Section 2.162.17, (i) the respective pro rata shares of the Banks shall be deemed modified as appropriate to correspond to such changed combined Commitments, and (ii) if there are at such time outstanding any Committed Loans, each Bank whose pro rata share has been decreased as a result of the increase in the combined Commitments shall be deemed to have assigned, without recourse, to each Added Bank and Increasing Bank such portion of such Bank’s Committed Loans as shall be necessary to effectuate such adjustment in pro rata shares. Each Increasing Bank and Added Bank (xi) shall be deemed to have assumed such portion of such Committed Loans and (yii) shall fund to each other Bank on the Increased Commitment Date the amount of Committed Loans assigned by it to such Bank. The Borrower agrees to pay to the Banks on demand any and all amounts to the extent payable pursuant to Section 2.12 2.13 as a result of any such prepayment of Committed Loans occasioned by the foregoing increase in Commitments and the reallocation of the pro rata shares.
(c) This section shall supersede supercede any provisions in Section 9.06(b) to the contrary.
Appears in 1 contract
Increase in Combined Commitments. (a) The Borrower shall have the right, without the consent of the Banks, subject to the terms of this Section 2.162.17, to effectuate from time to time, at any time prior to the then effective Termination Date, an increase in the combined Commitments under this Agreement by adding to this Agreement one or more other banks or other financial institutions reasonably acceptable to the Agent and the Borrower and qualifying as an Assignee hereunder, who shall, upon completion of the requirements of this Section 2.16 2.17 constitute “Banks” hereunder (an “Added Bank”), or by allowing one or more Banks in their sole discretion to increase their respective Commitments hereunder (each an “Increasing Bank”), so that such added and increased Commitments shall equal the increase in Commitments effectuated pursuant to this Section 2.162.17; provided that (i) there shall not be any increased Commitment or any added Commitment, unless the aggregate increase or addition to be effected is at least $25,000,000, (ii) no increase in or added Commitments pursuant to this Section 2.16 2.17 shall result in combined Commitments exceeding $4,000,000,0002,250,000,000, (iii) no Bank’s Commitment shall be increased under this Section 2.16 2.17 without the consent of such Bank, and (iv) there shall not exist any Default or Event of Default immediately prior to and immediately after giving effect to such increased or added Commitment. The Borrower shall deliver or pay, as applicable, to the Agent not later than ten Domestic Business Days prior to any such increase in Commitments each of the following items with respect to each Added Bank and Increasing Bank:
(i) a written notice of XxxxxxxxBorrower’s intention to increase the combined Commitments pursuant to this Section 2.162.17, which shall specify each Added Bank and Increasing Bank, if any, the changes in amounts of Commitments that will result, and such other information as is reasonably requested by the Agent;
(ii) documents in the form of Exhibit B E or Exhibit CF, as may be required by the Agent, executed and delivered by each Added Bank and each Increasing Bank, pursuant to which it becomes a party hereto or increases its Commitment, as the case may be;
(iii) if requested by the applicable Bank, Notes or replacement Notes, as the case may be, executed and delivered by XxxxxxxxBorrower; and
(iv) a non-refundable processing fee of $3,500 with respect to each Added Bank or Increasing Bank for the sole account of the Agent.
(b) Upon receipt of any notice referred to in clause (a)(i) above, the Agent shall promptly notify each Bank thereof. Upon execution and delivery of such documents and the payment of such fee (the “Increased Commitment Date”), each such Added Bank shall constitute a “Bank” for all purposes under this Agreement and related documents without any acknowledgment by or the consent of the other Banks, with a Commitment as specified in such documents, or such Bank’s Commitment shall increase as specified in such documents, as the case may be. Immediately upon the effectiveness of the addition of such Added Bank or the increase in the Commitment of such Increasing Bank under this Section 2.162.17, (i) the respective pro rata shares of the Banks shall be deemed modified as appropriate to correspond to such changed combined Commitments, and (ii) if there are at such time outstanding any Committed Loans, each Bank whose pro rata share has been decreased as a result of the increase in the combined Commitments shall be deemed to have assigned, without recourse, to each Added Bank and Increasing Bank such portion of such Bank’s Committed Loans as shall be necessary to effectuate such adjustment in pro rata shares. Each Increasing Bank and Added Bank (x) shall be deemed to have assumed such portion of such Committed Loans and (y) shall fund to each other Bank on the Increased Commitment Date the amount of Committed Loans assigned by it to such Bank. The Borrower agrees to pay to the Banks on demand any and all amounts to the extent payable pursuant to Section 2.12 2.13 as a result of any such prepayment of Committed Loans occasioned by the foregoing increase in Commitments and the reallocation of the pro rata shares.
(c) This section shall supersede supercede any provisions in Section 9.06(b) to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Target Corp)
Increase in Combined Commitments. (a) The Borrower shall have the right, without the consent of the Banks, subject to the terms of this Section 2.16, to effectuate from time to time, at any time prior to the then effective Termination Date, an increase in the combined Commitments under this Agreement by adding to this Agreement one or more other banks or other financial institutions reasonably acceptable to the Agent and the Borrower and qualifying as an Assignee hereunder, who shall, upon completion of the requirements of this Section 2.16 constitute “Banks” hereunder (an “Added Bank”), or by allowing one or more Banks in their sole discretion to increase their respective Commitments hereunder (each an “Increasing Bank”), so that such added and increased Commitments shall equal the increase in Commitments effectuated pursuant to this Section 2.16; provided that (i) there shall not be any increased Commitment or any added Commitment, unless the aggregate increase or addition to be effected is at least $25,000,000, (ii) no increase in or added Commitments pursuant to this Section 2.16 shall result in combined Commitments exceeding $4,000,000,0003,000,000,000, (iii) no Bank’s Commitment shall be increased under this Section 2.16 without the consent of such Bank, and (iv) there shall not exist any Default 20 or Event of Default immediately prior to and immediately after giving effect to such increased or added Commitment. The Borrower shall deliver or pay, as applicable, to the Agent not later than ten Domestic Business Days prior to any such increase in Commitments each of the following items with respect to each Added Bank and Increasing Bank:
: (i) a written notice of XxxxxxxxBorrower’s intention to increase the combined Commitments pursuant to this Section 2.16, which shall specify each Added Bank and Increasing Bank, if any, the changes in amounts of Commitments that will result, and such other information as is reasonably requested by the Agent;
; (ii) documents in the form of Exhibit B or Exhibit C, as may be required by the Agent, executed and delivered by each Added Bank and each Increasing Bank, pursuant to which it becomes a party hereto or increases its Commitment, as the case may be;
; (iii) if requested by the applicable Bank, Notes or replacement Notes, as the case may be, executed and delivered by XxxxxxxxBorrower; and
and (iv) a non-refundable processing fee of $3,500 with respect to each Added Bank or Increasing Bank for the sole account of the Agent.
(b) Upon receipt of any notice referred to in clause (a)(i) above, the Agent shall promptly notify each Bank thereof. Upon execution and delivery of such documents and the payment of such fee (the “Increased Commitment Date”), each such Added Bank shall constitute a “Bank” for all purposes under this Agreement and related documents without any acknowledgment by or the consent of the other Banks, with a Commitment as specified in such documents, or such Bank’s Commitment shall increase as specified in such documents, as the case may be. Immediately upon the effectiveness of the addition of such Added Bank or the increase in the Commitment of such Increasing Bank under this Section 2.16, (i) the respective pro rata shares of the Banks shall be deemed modified as appropriate to correspond to such changed combined Commitments, and (ii) if there are at such time outstanding any Loans, each Bank whose pro rata share has been decreased as a result of the increase in the combined Commitments shall be deemed to have assigned, without recourse, to each Added Bank and Increasing Bank such portion of such Bank’s Loans as shall be necessary to effectuate such adjustment in pro rata shares. Each Increasing Bank and Added Bank (x) shall be deemed to have assumed such portion of such Loans and (y) shall fund to each other Bank on the Increased Commitment Date the amount of Loans assigned by it to such Bank. The Borrower agrees to pay to the Banks on demand any and all amounts to the extent payable pursuant to Section 2.12 as a result of any such prepayment of Loans occasioned by the foregoing increase in Commitments and the reallocation of the pro rata shares.
(c) This section shall supersede supercede any provisions in Section 9.06(b) to the contrary.. 21
Appears in 1 contract
Samples: Five Year Credit Agreement
Increase in Combined Commitments. (a) The Borrower shall have the right, without the consent of the Banks, subject to the terms of this Section 2.16, to effectuate from time to time, at any time prior to the then effective Termination Date, an increase in the combined Commitments under this Agreement by adding to this Agreement one or more other banks or other financial institutions reasonably acceptable to the Agent and the Borrower and qualifying as an Assignee hereunder, who shall, upon completion of the requirements of this Section 2.16 constitute “Banks” hereunder (an “Added Bank”), or by allowing one or more Banks in their sole discretion to increase their respective Commitments hereunder (each an “Increasing Bank”), so that such added and increased Commitments shall equal the increase in Commitments effectuated pursuant to this Section 2.16; provided that (i) there shall not be any increased Commitment or any added Commitment, unless the aggregate increase or addition to be effected is at least $25,000,000, (ii) no increase in or added Commitments pursuant to this Section 2.16 shall result in combined Commitments exceeding $4,000,000,0003,000,000,000, (iii) no Bank’s Commitment shall be increased under this Section 2.16 without the consent of such Bank, and (iv) there shall not exist any Default or Event of Default immediately prior to and immediately after giving effect to such increased or added Commitment. The Borrower shall deliver or pay, as applicable, to the Agent not later than ten Domestic Business Days prior to any such increase in Commitments each of the following items with respect to each Added Bank and Increasing Bank:
(i) a written notice of XxxxxxxxBorrower’s intention to increase the combined Commitments pursuant to this Section 2.16, which shall specify each Added Bank and Increasing Bank, if any, the changes in amounts of Commitments that will result, and such other information as is reasonably requested by the Agent;
(ii) documents in the form of Exhibit B or Exhibit C, as may be required by the Agent, executed and delivered by each Added Bank and each Increasing Bank, pursuant to which it becomes a party hereto or increases its Commitment, as the case may be;
(iii) if requested by the applicable Bank, Notes or replacement Notes, as the case may be, executed and delivered by XxxxxxxxBorrower; and
(iv) a non-refundable processing fee of $3,500 with respect to each Added Bank or Increasing Bank for the sole account of the Agent.
(b) Upon receipt of any notice referred to in clause (a)(i) above, the Agent shall promptly notify each Bank thereof. Upon execution and delivery of such documents and the payment of such fee (the “Increased Commitment Date”), each such Added Bank shall constitute a “Bank” for all purposes under this Agreement and related documents without any acknowledgment by or the consent of the other Banks, with a Commitment as specified in such documents, or such Bank’s Commitment shall increase as specified in such documents, as the case may be. Immediately upon the effectiveness of the addition of such Added Bank or the increase in the Commitment of such Increasing Bank under this Section 2.16, (i) the respective pro rata shares of the Banks shall be deemed modified as appropriate to correspond to such changed combined Commitments, and (ii) if there are at such time outstanding any Loans, each Bank whose pro rata share has been decreased as a result of the increase in the combined Commitments shall be deemed to have assigned, without recourse, to each Added Bank and Increasing Bank such portion of such Bank’s Loans as shall be necessary to effectuate such adjustment in pro rata shares. Each Increasing Bank and Added Bank (x) shall be deemed to have assumed such portion of such Loans and (y) shall fund to each other Bank on the Increased Commitment Date the amount of Loans assigned by it to such Bank. The Borrower agrees to pay to the Banks on demand any and all amounts to the extent payable pursuant to Section 2.12 as a result of any such prepayment of Loans occasioned by the foregoing increase in Commitments and the reallocation of the pro rata shares.
(c) This section shall supersede supercede any provisions in Section 9.06(b) to the contrary.
Appears in 1 contract
Increase in Combined Commitments. (a) The Borrower shall have the right, without the consent of the Banks, subject to the terms of this Section 2.162.17, to effectuate from time to time, at any time prior to the then effective Revolving Credit Termination Date, an increase in the combined Commitments under this Agreement by adding to this Agreement one or more other banks or other financial institutions reasonably acceptable to the Agent and the Borrower and qualifying as an Assignee hereunder, who shall, upon completion of the requirements of this Section 2.16 2.17 constitute “Banks” hereunder (an “Added Bank”), or by allowing one or more Banks in their sole discretion to increase their respective Commitments hereunder (each an “Increasing Bank”), so that such added and increased Commitments shall equal the increase in Commitments effectuated pursuant to this Section 2.162.17; provided that (i) there shall not be any increased Commitment or any added Commitment, unless the aggregate increase or addition to be effected is at least $25,000,000, (ii) no increase in or added Commitments pursuant to this Section 2.16 2.17 shall result in combined Commitments exceeding $4,000,000,0001,100,000,000 or shall result in the aggregate of the combined Commitments plus all Five-Year Commitments exceeding $2,200,000,000, (iii) no Bank’s Commitment shall be increased under this Section 2.16 2.17 without the consent of such Bank, and (iv) there shall not exist any Default or Event of Default immediately prior to and immediately after giving effect to such increased or added Commitment, and (v) the total increases in Commitments hereunder and in the Five-Year Commitments, if any, do not need to be ratable, and the increase by any Increasing Bank in its Commitment hereunder and its increase, if any, in its Five-Year Commitment does not need to be equivalent, nor does the Commitment hereunder of an Added Bank need to be equivalent to its Five-Year Commitment, if any. The Borrower shall deliver or pay, as applicable, to the Agent not later than ten (10) Domestic Business Days prior to any such increase in Commitments each of the following items with respect to each Added Bank and Increasing Bank:
(i) a written notice of XxxxxxxxBorrower’s intention to increase the combined Commitments pursuant to this Section 2.162.17, which shall specify each Added Bank and Increasing Bank, if any, the changes in amounts of Commitments that will result, and such other information as is reasonably requested by the Agent;
(ii) documents in the form of Exhibit B E or Exhibit CF, as may be required by the Agent, executed and delivered by each Added Bank and each Increasing Bank, pursuant to which it becomes a party hereto or increases its Commitment, as the case may be;
(iii) if requested by the applicable Bank, Notes or replacement Notes, as the case may be, executed and delivered by XxxxxxxxBorrower; and
(iv) a non-refundable processing fee of $3,500 with respect to each Added Bank or Increasing Bank for the sole account of the Agent.
(b) Upon receipt of any notice referred to in clause (a)(i) above, the Agent shall promptly notify each Bank thereof. Upon execution and delivery of such documents and the payment of such fee (the “Increased Commitment Date”), each such Added Bank shall constitute a “Bank” for all purposes under this Agreement and related documents without any acknowledgment by or the consent of the other Banks, with a Commitment as specified in such documents, or such Bank’s Commitment shall increase as specified in such documents, as the case may be. Immediately upon the effectiveness of the addition of such Added Bank or the increase in the Commitment of such Increasing Bank under this Section 2.162.17, (i) the respective pro rata shares of the Banks shall be deemed modified as appropriate to correspond to such changed combined Commitments, and (ii) if there are at such time outstanding any Committed Loans, each Bank whose pro rata share has been decreased as a result of the increase in the combined Commitments shall be deemed to have assigned, without recourse, to each Added Bank and Increasing Bank such portion of such Bank’s Committed Loans as shall be necessary to effectuate such adjustment in pro rata shares. Each Increasing Bank and Added Bank (xi) shall be deemed to have assumed such portion of such Committed Loans and (yii) shall fund to each other Bank on the Increased Commitment Date the amount of Committed Loans assigned by it to such Bank. The Borrower agrees to pay to the Banks on demand any and all amounts to the extent payable pursuant to Section 2.12 2.13 as a result of any such prepayment of Committed Loans occasioned by the foregoing increase in Commitments and the reallocation of the pro rata shares.
(c) This section shall supersede supercede any provisions in Section 9.06(b) to the contrary.
Appears in 1 contract
Increase in Combined Commitments. (a) The Borrower shall have the right, without the consent of the Banks, subject to the terms of this Section 2.16, to effectuate from time to time, at any time prior to the then effective Termination Date, an increase in the combined Commitments under this Agreement by adding to this Agreement one or more other banks or other financial institutions reasonably acceptable to the Agent and the Borrower and qualifying as an Assignee hereunder, who shall, upon completion of the requirements of this Section 2.16 constitute “Banks” hereunder (an “Added Bank”), or by allowing one or more Banks in their sole discretion to increase their respective Commitments hereunder (each an “Increasing Bank”), so that such added and increased Commitments shall equal the increase in Commitments effectuated pursuant to this Section 2.16; provided that (i) there shall not be any increased Commitment or any added Commitment, unless the aggregate increase or addition to be effected is at least $25,000,000, (ii) no increase in or added Commitments pursuant to this Section 2.16 shall result in combined Commitments exceeding $4,000,000,0001,500,000,000, (iii) no Bank’s Commitment shall be increased under this Section 2.16 without the consent of such Bank, and (iv) there shall not exist any Default or Event of Default immediately prior to and immediately after giving effect to such increased or added Commitment. The Borrower shall deliver or pay, as applicable, to the Agent not later than ten Business Days prior to any such increase in Commitments each of the following items with respect to each Added Bank and Increasing Bank:
(i) a written notice of Xxxxxxxx’s intention Borrxxxx’x xntention to increase the combined Commitments pursuant to this Section 2.16, which shall specify each Added Bank and Increasing Bank, if any, the changes in amounts of Commitments that will result, and such other information as is reasonably requested by the Agent;
(ii) documents in the form of Exhibit B or Exhibit C, as may be required by the Agent, executed and delivered by each Added Bank and each Increasing Bank, pursuant to which it becomes a party hereto or increases its Commitment, as the case may be;
(iii) if requested by the applicable Bank, Notes or replacement Notes, as the case may be, executed and delivered by XxxxxxxxBorrxxxx; andxxd
(iv) a non-refundable processing fee of $3,500 with respect to each Added Bank or Increasing Bank for the sole account of the Agent.
(b) Upon receipt of any notice referred to in clause (a)(i) above, the Agent shall promptly notify each Bank thereof. Upon execution and delivery of such documents and the payment of such fee (the “Increased Commitment Date”), each such Added Bank shall constitute a “Bank” for all purposes under this Agreement and related documents without any acknowledgment by or the consent of the other Banks, with a Commitment as specified in such documents, or such Bank’s Commitment shall increase as specified in such documents, as the case may be. Immediately upon the effectiveness of the addition of such Added Bank or the increase in the Commitment of such Increasing Bank under this Section 2.16, (i) the respective pro rata shares of the Banks shall be deemed modified as appropriate to correspond to such changed combined Commitments, and (ii) if there are at such time outstanding any Loans, each Bank whose pro rata share has been decreased as a result of the increase in the combined Commitments shall be deemed to have assigned, without recourse, to each Added Bank and Increasing Bank such portion of such Bank’s Loans as shall be necessary to effectuate such adjustment in pro rata shares. Each Increasing Bank and Added Bank (x) shall be deemed to have assumed such portion of such Loans and (y) shall fund to each other Bank on the Increased Commitment Date the amount of Loans assigned by it to such Bank. The Borrower agrees to pay to the Banks on demand any and all amounts to the extent payable pursuant to Section 2.12 as a result of any such prepayment of Loans occasioned by the foregoing increase in Commitments and the reallocation of the pro rata shares.
(c) This section shall supersede any provisions in Section 9.06(b) to the contrary.
Appears in 1 contract
Increase in Combined Commitments. (a) The Borrower shall have the right, without the consent of the Banks, subject to the terms of this Section 2.162.17, to effectuate from time to time, at any time prior to the then effective Termination Date, an increase in the combined Commitments under this Agreement by adding to this Agreement one or more other banks or other financial institutions reasonably acceptable to the Agent and the Borrower and qualifying as an Assignee hereunder, who shall, upon completion of the requirements of this Section 2.16 2.17 constitute “Banks” hereunder (an “Added Bank”), or by allowing one or more Banks in their sole discretion to increase their respective Commitments hereunder (each an “Increasing Bank”), so that such added and increased Commitments shall equal the increase in Commitments effectuated pursuant to this Section 2.162.17; provided that (i) there shall not be any increased Commitment or any added Commitment, unless the aggregate increase or addition to be effected is at least $25,000,000, (ii) no increase in or added Commitments pursuant to this Section 2.16 2.17 shall result in combined Commitments exceeding $4,000,000,0002,750,000,000, (iii) no Bank’s Commitment shall be increased under this Section 2.16 2.17 without the consent of such Bank, and (iv) there shall not exist any Default or Event of Default immediately prior to and immediately after giving effect to such increased or added Commitment. The Borrower shall deliver or pay, as applicable, to the Agent not later than ten Domestic Business Days prior to any such increase in Commitments each of the following items with respect to each Added Bank and Increasing Bank:
(i) a written notice of XxxxxxxxBorrower’s intention to increase the combined Commitments pursuant to this Section 2.162.17, which shall specify each Added Bank and Increasing Bank, if any, the changes in amounts of Commitments that will result, and such other information as is reasonably requested by the Agent;
(ii) documents in the form of Exhibit B E or Exhibit CF, as may be required by the Agent, executed and delivered by each Added Bank and each Increasing Bank, pursuant to which it becomes a party hereto or increases its Commitment, as the case may be;
(iii) if requested by the applicable Bank, Notes or replacement Notes, as the case may be, executed and delivered by XxxxxxxxBorrower; and
(iv) a non-refundable processing fee of $3,500 with respect to each Added Bank or Increasing Bank for the sole account of the Agent.
(b) Upon receipt of any notice referred to in clause (a)(i) above, the Agent shall promptly notify each Bank thereof. Upon execution and delivery of such documents and the payment of such fee (the “Increased Commitment Date”), each such Added Bank shall constitute a “Bank” for all purposes under this Agreement and related documents without any acknowledgment by or the consent of the other Banks, with a Commitment as specified in such documents, or such Bank’s Commitment shall increase as specified in such documents, as the case may be. Immediately upon the effectiveness of the addition of such Added Bank or the increase in the Commitment of such Increasing Bank under this Section 2.162.17, (i) the respective pro rata shares of the Banks shall be deemed modified as appropriate to correspond to such changed combined Commitments, and (ii) if there are at such time outstanding any Committed Loans, each Bank whose pro rata share has been decreased as a result of the increase in the combined Commitments shall be deemed to have assigned, without recourse, to each Added Bank and Increasing Bank such portion of such Bank’s Committed Loans as shall be necessary to effectuate such adjustment in pro rata shares. Each Increasing Bank and Added Bank (x) shall be deemed to have assumed such portion of such Committed Loans and (y) shall fund to each other Bank on the Increased Commitment Date the amount of Committed Loans assigned by it to such Bank. The Borrower agrees to pay to the Banks on demand any and all amounts to the extent payable pursuant to Section 2.12 2.13 as a result of any such prepayment of Committed Loans occasioned by the foregoing increase in Commitments and the reallocation of the pro rata shares.
(c) This section shall supersede supercede any provisions in Section 9.06(b) to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Target Corp)
Increase in Combined Commitments. As of the Amendment Effective Date, the Combined Commitments will be $345,000,000; provided, however, that from and after the Amendment Effective Date, with the consent of Administrative Agent and Borrower only, new Lenders may be added to this Agreement and/or existing Lenders may choose to increase their individual Commitment, such that the Combined Commitments may be increased up to a maximum of $400,000,000.
(a) The Borrower shall have the right, without the consent Each of the BanksLenders acknowledges and agrees that, subject notwithstanding anything to the terms of this contrary in Section 2.1610.01, to effectuate from time to time, at any time prior to the then effective Termination Date, an increase in the combined Commitments under this Agreement by adding to this Agreement one or more other banks or other financial institutions reasonably acceptable to the Agent and the Borrower and qualifying as an Assignee hereunder, who shall, upon completion of the requirements of this Section 2.16 constitute “Banks” hereunder (an “Added Bank”), or by allowing one or more Banks in their sole discretion to increase their respective Commitments hereunder (each an “Increasing Bank”), so that such added and increased Commitments shall equal the increase in Commitments effectuated pursuant to this Section 2.16; provided that (i) there shall not be any increased Commitment or any added Commitment, unless the aggregate increase or addition to be effected is at least $25,000,000, (ii) no increase in or added Commitments pursuant to this Section 2.16 shall result in combined Commitments exceeding $4,000,000,000, (iii) no Bank’s Commitment shall be increased under this Section 2.16 without the consent of such Bank, and (iv) there shall not exist any Default or Event of Default immediately prior to and immediately after giving effect to such increased or added Commitment. The Borrower shall deliver or pay, as applicable, to the Agent not later than ten Business Days prior to any such increase in the Combined Commitments each of the following items with respect to each Added Bank shall not be required and Increasing Bank:
(i) a written notice of Xxxxxxxx’s intention to increase the combined Commitments pursuant additional Lenders may be added to this Section 2.16, which shall specify each Added Bank and Increasing Bank, if any, the changes in amounts of Commitments that will resultAgreement, and such other information as is reasonably requested by the Agent;
(ii) documents in the form of Exhibit B or Exhibit C, as may be required by the Agent, executed and delivered by each Added Bank and each Increasing Bank, pursuant to which it becomes a party hereto or increases its Commitment, as the case may be;
(iii) if requested by the applicable Bank, Notes or replacement Notes, as the case may be, executed and delivered by Xxxxxxxx; and
(iv) a non-refundable processing fee of $3,500 with respect to each Added Bank or Increasing Bank for the sole account of the Agent.
(b) Upon receipt of any notice referred to in clause (a)(i) above, the Agent shall promptly notify each Bank thereof. Upon execution and delivery of such documents and the payment of such fee (the “Increased Commitment Date”), each such Added Bank shall constitute a “Bank” for all purposes existing Lender under this Agreement and related documents may increase its Commitment without any acknowledgment by or the consent or agreement of the other BanksLenders (provided, with a however, that no Lender's individual Commitment may be increased without such Lender's consent); so long as specified Administrative Agent and Borrower have consented in writing to such documents, or such Bank’s Commitment shall increase as specified in such documents, as the case may be. Immediately upon the effectiveness of the addition of such Added Bank new Lenders or the increase in the Commitment of such Increasing Bank any of the existing Lenders, as applicable.
(b) Administrative Agent shall not unreasonably withhold its consent to Borrower's request for an increase in the Combined Commitments under this Subsection, provided that each of the following must be satisfied:
(i) any proposed new Lender must be acceptable to Administrative Agent in its sole discretion;
(ii) Borrower shall pay a fee for such increase which must be acceptable to Administrative Agent in its sole discretion; and
(iii) all requirements of this Section 2.162.14 must be satisfied.
(c) The addition of any new Lender to this Agreement, or the increase in the Commitment of any existing Lender, shall be effective upon the satisfaction of the following:
(i) Administrative Agent shall have sent written notice of such new Lender or increase in the Commitment of any existing Lender to the other Lenders hereunder, together with notice of such new Lender's Commitment or such existing Lender's increase in its Commitment;
(ii) Administrative Agent and Borrower shall determine the effective date of such increase (the "INCREASE EFFECTIVE DATE"), and Administrative Agent shall promptly notify Lenders thereof. On or prior to the Increase Effective Date:
(1) Borrower shall have executed and delivered to Administrative Agent a new Committed Loan Note with respect to any new or existing Lender in the amount of such Lender's Commitment;
(2) Borrower shall have delivered a certificate signed by a Responsible Officer stating that (i) the respective pro rata shares representations and warranties contained in Section 5 are true and correct on and as of the Banks shall be deemed modified as appropriate to correspond to date of such changed combined Commitmentscertificate, and (ii) if there are at no Default or Event of Default exists;
(3) Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Administrative Agent, corporate resolutions and incumbency certificates of Borrower and any Guarantor dated as of the Increase Effective Date approving such time outstanding increase and in sufficient copies for each Lender;
(4) Administrative Agent shall distribute an amended Schedule 2.01 (which shall thereafter be incorporated into this Agreement) to reflect any Loanschanges in Lenders, the Combined Commitments, the Commitments and each Lender's Pro Rata Share thereof;
(5) with respect to (a) new Lenders under this Agreement, each Bank whose pro rata share has been decreased as new Lender shall acknowledge in writing (in a result form satisfactory to Administrative Agent) that it is assuming the rights and obligations of a "Lender" under this Agreement; and (b) existing Lenders that increase their Commitment, each such existing Lender shall acknowledge in writing (in a form satisfactory to Administrative Agent) the increase in the combined Commitments shall be deemed to have assigned, without recourse, to each Added Bank and Increasing Bank such portion increased amount of such Bank’s Loans existing Lender's increased Commitment; and
(6) Borrower, and each new Lender and each existing Lender increasing its Commitment, shall execute and deliver to Administrative Agent such additional documents as Administrative Agent and its legal counsel shall be necessary reasonably require to effectuate such adjustment in pro rata shares. Each Increasing Bank and Added Bank (x) shall be deemed to have assumed such portion carry out the intent of such Loans and (y) shall fund to each other Bank on the Increased Commitment Date the amount of Loans assigned by it to such Bank. The Borrower agrees to pay to the Banks on demand any and all amounts to the extent payable pursuant to this Section 2.12 as a result of any such prepayment of Loans occasioned by the foregoing increase in Commitments and the reallocation of the pro rata shares2.14.
(c) This section shall supersede any provisions in Section 9.06(b) to the contrary.1.3 AMENDMENT TO SECTION 7.14:
Appears in 1 contract
Increase in Combined Commitments. (a) The Borrower shall have the right, without the consent of the Banks, subject to the terms of this Section 2.162.17, to effectuate from time to time, at any time prior to the then effective Termination Date, an increase in the combined Commitments under this Agreement by adding to this Agreement one or more other banks or other financial institutions reasonably acceptable to the Agent and the Borrower and qualifying as an Assignee hereunder, who shall, upon completion of the requirements of this Section 2.16 2.17 constitute “Banks” hereunder (an “Added Bank”), or by allowing one or more Banks in their sole discretion to increase their respective Commitments hereunder (each an “Increasing Bank”), so that such added and increased Commitments shall equal the increase in Commitments effectuated pursuant to this Section 2.162.17; provided that (i) there shall not be any increased Commitment or any added Commitment, unless the aggregate increase or addition to be effected is at least $25,000,000, (ii) no increase in or added Commitments pursuant to this Section 2.16 2.17 shall result in combined Commitments exceeding $4,000,000,0002,000,000,000, (iii) no Bank’s Commitment shall be increased under this Section 2.16 2.17 without the consent of such Bank, and (iv) there shall not exist any Default or Event of Default immediately prior to and immediately after giving effect to such increased or added Commitment. The Borrower shall deliver or pay, as applicable, to the Agent not later than ten Domestic Business Days prior to any such increase in Commitments each of the following items with respect to each Added Bank and Increasing Bank:
(i) a written notice of XxxxxxxxBorrower’s intention to increase the combined Commitments pursuant to this Section 2.162.17, which shall specify each Added Bank and Increasing Bank, if any, the changes in amounts of Commitments that will result, and such other information as is reasonably requested by the Agent;
(ii) documents in the form of Exhibit B E or Exhibit CF, as may be required by the Agent, executed and delivered by each Added Bank and each Increasing Bank, pursuant to which it becomes a party hereto or increases its Commitment, as the case may be;
(iii) if requested by the applicable Bank, Notes or replacement Notes, as the case may be, executed and delivered by XxxxxxxxBorrower; and
(iv) a non-refundable processing fee of $3,500 with respect to each Added Bank or Increasing Bank for the sole account of the Agent.
(b) Upon receipt of any notice referred to in clause (a)(i) above, the Agent shall promptly notify each Bank thereof. Upon execution and delivery of such documents and the payment of such fee (the “Increased Commitment Date”), each such Added Bank shall constitute a “Bank” for all purposes under this Agreement and related documents without any acknowledgment by or the consent of the other Banks, with a Commitment as specified in such documents, or such Bank’s Commitment shall increase as specified in such documents, as the case may be. Immediately upon the effectiveness of the addition of such Added Bank or the increase in the Commitment of such Increasing Bank under this Section 2.162.17, (i) the respective pro rata shares of the Banks shall be deemed modified as appropriate to correspond to such changed combined Commitments, and (ii) if there are at such time outstanding any Committed Loans, each Bank whose pro rata share has been decreased as a result of the increase in the combined Commitments shall be deemed to have assigned, without recourse, to each Added Bank and Increasing Bank such portion of such Bank’s Committed Loans as shall be necessary to effectuate such adjustment in pro rata shares. Each Increasing Bank and Added Bank (x) shall be deemed to have assumed such portion of such Committed Loans and (y) shall fund to each other Bank on the Increased Commitment Date the amount of Committed Loans assigned by it to such Bank. The Borrower agrees to pay to the Banks on demand any and all amounts to the extent payable pursuant to Section 2.12 2.13 as a result of any such prepayment of Committed Loans occasioned by the foregoing increase in Commitments and the reallocation of the pro rata shares.
(c) This section shall supersede supercede any provisions in Section 9.06(b) to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Target Corp)
Increase in Combined Commitments. (a) The Borrower shall have the right, without the consent of the Banks, subject to the terms of this Section 2.162.17, to effectuate from time to time, at any time prior to the then effective Revolving Credit Termination Date, an increase in the combined Commitments under this Agreement by adding to this Agreement one or more other banks or other financial institutions reasonably acceptable to the Agent and the Borrower and qualifying as an Assignee hereunder, who shall, upon completion of the requirements of this Section 2.16 2.17 constitute “"Banks” " hereunder (an “"Added Bank”"), or by allowing one or more Banks in their sole discretion to increase their respective Commitments hereunder (each an “"Increasing Bank”"), so that such added and increased Commitments shall equal the increase in Commitments effectuated pursuant to this Section 2.162.17; provided that (i) there shall not be any increased Commitment or any added Commitment, unless the aggregate increase or addition to be effected is at least $25,000,000, (ii) no increase in or added Commitments pursuant to this Section 2.16 2.17 shall result in combined Commitments exceeding $4,000,000,0001,200,000,000 or shall result in the aggregate of the combined Commitments plus all Five-Year Commitments exceeding $2,000,000,000, (iii) no Bank’s 's Commitment shall be increased under this Section 2.16 2.17 without the consent of such Bank, and (iv) each increase in Commitments hereunder shall occur simultaneously with an increase, if any, in the Five-Year Commitments in accordance with the terms thereof, (v) there shall not exist any Default or Event of Default immediately prior to and immediately after giving effect to such increased or added Commitment, (vi) there shall not have been (x) any ratable reduction of Commitments pursuant to Section 2.09 or (y) any ratable reduction of the Five-Year Commitments under Section 2.09 of the Five-Year Agreement, and (vii) the total increases in Commitments hereunder and in the Five-Year Commitments, if any, do not need to be ratable, and the increase by any Increasing Bank in its Commitment hereunder and its increase, if any, in its Five-Year Commitment does not need to be equivalent, nor does the Commitment hereunder of an Added Bank need to be equivalent to its Five-Year Commitment, if any. The Borrower shall deliver or pay, as applicable, to the Agent not later than ten (10) Domestic Business Days prior to any such increase in Commitments each of the following items with respect to each Added Bank and Increasing Bank:
(i) a written notice of Xxxxxxxx’s Borrower's intention to increase the combined Commitments pursuant to this Section 2.162.17, which shall specify each Added Bank and Increasing Bank, if any, the changes in amounts of Commitments that will result, and such other information as is reasonably requested by the Agent;
(ii) documents in the form of Exhibit B E or Exhibit CF, as may be required by the Agent, executed and delivered by each Added Bank and each Increasing Bank, pursuant to which it becomes a party hereto or increases its Commitment, as the case may be;
(iii) if requested by the applicable Bank, Notes or replacement Notes, as the case may be, executed and delivered by XxxxxxxxBorrower; and
(iv) a non-refundable processing fee of $3,500 with respect to each Added Bank or Increasing Bank for the sole account of the Agent.
(b) Upon receipt of any notice referred to in clause (a)(i) above, the Agent shall promptly notify each Bank thereof. Upon execution and delivery of such documents and the payment of such fee (the “"Increased Commitment Date”"), each such Added Bank shall constitute a “"Bank” " for all purposes under this Agreement and related documents without any acknowledgment by or the consent of the other Banks, with a Commitment as specified in such documents, or such Bank’s 's Commitment shall increase as specified in such documents, as the case may be. Immediately upon the effectiveness of the addition of such Added Bank or the increase in the Commitment of such Increasing Bank under this Section 2.162.17, (i) the respective pro rata shares of the Banks shall be deemed modified as appropriate to correspond to such changed combined Commitments, and (ii) if there are at such time outstanding any Committed Loans, each Bank whose pro rata share has been decreased as a result of the increase in the combined Commitments shall be deemed to have assigned, without recourse, to each Added Bank and Increasing Bank such portion of such Bank’s 's Committed Loans as shall be necessary to effectuate such adjustment in pro rata shares. Each Increasing Bank and Added Bank (xi) shall be deemed to have assumed such portion of such Committed Loans and (yii) shall fund to each other Bank on the Increased Commitment Date the amount of Committed Loans assigned by it to such Bank. The Borrower agrees to pay to the Banks on demand any and all amounts to the extent payable pursuant to Section 2.12 2.13 as a result of any such prepayment of Committed Loans occasioned by the foregoing increase in Commitments and the reallocation of the pro rata shares.
(c) This section shall supersede supercede any provisions in Section 9.06(b) to the contrary.
Appears in 1 contract
Increase in Combined Commitments. (a) The Borrower shall have the rightright up to six months prior to the Stated Maturity Date, without the consent of the BanksLenders, subject by notice to the terms of this Section 2.16Administrative Agent, to effectuate from time to time, at any time prior to the then effective Termination Date, an increase in the combined Commitments under this Agreement by adding to this Agreement one or more other commercial banks or other financial institutions reasonably acceptable to the Agent and the Borrower and qualifying as an Assignee hereunder, (who shall, upon completion of the requirements of this Section 2.16 2.7 constitute “BanksLenders” hereunder hereunder) (an “Added BankLender”), or by allowing one or more Banks Lenders in their sole discretion to increase their respective Commitments hereunder (each an “Increasing BankLender”), so that such added and increased Commitments shall equal the increase in Commitments the Commitment Amount effectuated pursuant to this Section 2.162.7; provided that (i) there no added Commitment shall not be any increased Commitment or any added Commitment, unless the aggregate increase or addition to be effected is at least less than $25,000,00010,000,000, (ii) no increase in or added Commitments pursuant to this Section 2.16 2.7 shall result in combined Commitments exceeding $4,000,000,0001,000,000,000, and (iii) no BankLender’s Commitment shall be increased under this Section 2.16 2.7 without the consent of such Bank, and (iv) there shall not exist any Default or Event of Default immediately prior to and immediately after giving effect to such increased or added CommitmentLender. The Borrower shall deliver or pay, as applicable, to the Administrative Agent not later than ten Business Days prior to on or before the effective date of any such increase in Commitments the Commitment Amount each of the following items with respect to each Added Bank Lender and Increasing BankLender:
(i) a written notice of Xxxxxxxxthe Borrower’s intention to increase the combined Commitments pursuant to this Section 2.162.7, which shall specify each Added Bank and Increasing Banknew Lender, if any, the changes in amounts of Commitments that will result, and such other information as is reasonably requested by the Administrative Agent;
(ii) documents in the form of Exhibit B F or Exhibit CG, as may be required by the Agentapplicable, executed and delivered by each Added Bank new Lender and each Increasing BankLender agreeing to increase its Commitment, pursuant to which it becomes a party hereto or increases its Commitment, as the case may be;; and
(iii) if requested by the applicable BankLender, Notes or replacement Notes, as the case may be, executed and delivered by Xxxxxxxx; and
(iv) a non-refundable processing fee of $3,500 with respect to each Added Bank or Increasing Bank for the sole account of the AgentBorrower.
(b) Upon receipt of any notice referred to in clause (a)(i) above, the Agent shall promptly notify each Bank thereof. Upon execution and delivery of such documents and the payment of such fee (the “Increased Commitment Date”), each such Added Bank shall constitute a “Bank” for all purposes under this Agreement and related documents without any acknowledgment by or the consent of the other Banks, with a Commitment as specified in such documents, or such Bank’s Commitment shall increase as specified in such documents, as the case may be. Immediately upon the effectiveness of the addition of such Added Bank or the increase in the Commitment of such Increasing Bank under this Section 2.16, (i) the respective pro rata shares of the Banks shall be deemed modified as appropriate to correspond to such changed combined Commitments, and (ii) if there are at such time outstanding any Loans, each Bank whose pro rata share has been decreased as a result of the increase in the combined Commitments shall be deemed to have assigned, without recourse, to each Added Bank and Increasing Bank such portion of such Bank’s Loans as shall be necessary to effectuate such adjustment in pro rata shares. Each Increasing Bank and Added Bank (x) shall be deemed to have assumed such portion of such Loans and (y) shall fund to each other Bank on the Increased Commitment Date the amount of Loans assigned by it to such Bank. The Borrower agrees to pay to the Banks on demand any and all amounts to the extent payable pursuant to Section 2.12 as a result of any such prepayment of Loans occasioned by the foregoing increase in Commitments and the reallocation of the pro rata shares.
(c) This section shall supersede any provisions in Section 9.06(b) to the contrary.
Appears in 1 contract
Increase in Combined Commitments. (a) The Borrower shall have the rightright prior to December 31, 2000, without the consent of the Banks, Lenders but subject to the terms approval of this Section 2.16the Administrative Agent (which approval shall not be unreasonably withheld), to effectuate from time to time, at any time prior to the then effective Termination Date, an increase in the combined Commitments under this Agreement by adding to this Agreement one or more other commercial banks or other financial institutions reasonably acceptable to the Agent and the Borrower and qualifying as an Assignee hereunder, (who shall, upon completion of the requirements of this Section 2.16 SECTION 2.7 constitute “Banks” hereunder "Lenders" hereunder) (an “"Added Bank”Lender"), or by allowing one or more Banks Lenders in their sole discretion to increase their respective Commitments hereunder (each an “"Increasing Bank”Lender"), so that such added and increased Commitments shall equal the increase in Commitments the Commitment Amount effectuated pursuant to this Section 2.16SECTION 2.7; provided PROVIDED that (i) there no added Commitment shall not be any increased Commitment or any added Commitment, unless the aggregate increase or addition to be effected is at least less than $25,000,000, (ii) no increase in or added Commitments pursuant to this Section 2.16 SECTION 2.7 shall result in combined Commitments exceeding $4,000,000,000650,000,000, (iii) no Bank’s Lender's Commitment shall be increased under this Section 2.16 SECTION 2.7 without the consent of such BankLender, and (iv) there shall not exist any no Default or Event of Default immediately prior to and immediately after giving effect to such increased or added Commitment, and (v) there shall have been no ratable reduction of Commitments pursuant to SECTION
2.2.1. The Borrower shall deliver or pay, as applicable, to the Administrative Agent not later than ten by 2:00 P.M. New York time on the fifth Business Days prior to Day preceding the effective date of any such increase in Commitments the Commitment Amount each of the following items with respect to each Added Bank Lender and Increasing BankLender:
(i) a written notice of Xxxxxxxx’s the Borrower's intention to increase the combined Commitments pursuant to this Section 2.16SECTION 2.7, which shall specify each Added Bank and Increasing Banknew Lender, if any, the changes in amounts of Commitments that will result, and such other information as is reasonably requested by the Agent;
(ii) documents in the form of Exhibit B or Exhibit C, as may be required by the Agent, executed and delivered by each Added Bank and each Increasing Bank, pursuant to which it becomes a party hereto or increases its Commitment, as the case may be;
(iii) if requested by the applicable Bank, Notes or replacement Notes, as the case may be, executed and delivered by Xxxxxxxx; and
(iv) a non-refundable processing fee of $3,500 with respect to each Added Bank or Increasing Bank for the sole account of the Agent.
(b) Upon receipt of any notice referred to in clause (a)(i) above, the Agent shall promptly notify each Bank thereof. Upon execution and delivery of such documents and the payment of such fee (the “Increased Commitment Date”), each such Added Bank shall constitute a “Bank” for all purposes under this Agreement and related documents without any acknowledgment by or the consent of the other Banks, with a Commitment as specified in such documents, or such Bank’s Commitment shall increase as specified in such documents, as the case may be. Immediately upon the effectiveness of the addition of such Added Bank or the increase in the Commitment of such Increasing Bank under this Section 2.16, (i) the respective pro rata shares of the Banks shall be deemed modified as appropriate to correspond to such changed combined Commitments, and (ii) if there are at such time outstanding any Loans, each Bank whose pro rata share has been decreased as a result of the increase in the combined Commitments shall be deemed to have assigned, without recourse, to each Added Bank and Increasing Bank such portion of such Bank’s Loans as shall be necessary to effectuate such adjustment in pro rata shares. Each Increasing Bank and Added Bank (x) shall be deemed to have assumed such portion of such Loans and (y) shall fund to each other Bank on the Increased Commitment Date the amount of Loans assigned by it to such Bank. The Borrower agrees to pay to the Banks on demand any and all amounts to the extent payable pursuant to Section 2.12 as a result of any such prepayment of Loans occasioned by the foregoing increase in Commitments and the reallocation of the pro rata shares.
(c) This section shall supersede any provisions in Section 9.06(b) to the contrary.changes
Appears in 1 contract
Increase in Combined Commitments. (a) The Borrower shall have the right, without the consent of the Banks, subject to the terms of this Section 2.162.17, to effectuate from time to time, at any time prior to the then effective Termination Date, an increase in the combined Commitments under this Agreement by adding to this Agreement one or more other banks or other financial institutions reasonably acceptable to the Agent and the Borrower and qualifying as an Assignee hereunder, who shall, upon completion of the requirements of this Section 2.16 2.17 constitute “Banks” hereunder (an “Added Bank”), or by allowing one or more Banks in their sole discretion to increase their respective Commitments hereunder (each an “Increasing Bank”), so that such added and increased Commitments shall equal the increase in Commitments effectuated pursuant to this Section 2.162.17; provided that (i) there shall not be any increased Commitment or any added Commitment, unless the aggregate increase or addition to be effected is at least $25,000,000, (ii) no increase in or added Commitments pursuant to this Section 2.16 2.17 shall result in combined Commitments exceeding $4,000,000,0001,100,000,000 or shall result in the aggregate of the combined Commitments plus all 364-Day Commitments exceeding $2,200,000,000, (iii) no Bank’s Commitment shall be increased under this Section 2.16 2.17 without the consent of such Bank, and (iv) there shall not exist any Default or Event of Default immediately prior to and immediately after giving effect to such increased or added Commitment, and (v) the total increases in Commitments hereunder and in the 364-Day Commitments, if any, do not need to be ratable, and the increase by any Increasing Bank in its Commitments hereunder and its increase, if any, in its 364-Day Commitments does not need to be equivalent, nor does the Commitment hereunder of an Added Bank need to be equivalent to its 364-Day Commitment, if any. The Borrower shall deliver or pay, as applicable, to the Agent not later than ten (10) Domestic Business Days prior to any such increase in Commitments each of the following items with respect to each Added Bank and Increasing Bank:
(i) a written notice of XxxxxxxxBorrower’s intention to increase the combined Commitments pursuant to this Section 2.162.17, which shall specify each Added Bank and Increasing Bank, if any, the changes in amounts of Commitments that will result, and such other information as is reasonably requested by the Agent;
(ii) documents in the form of Exhibit B E or Exhibit CF, as may be required by the Agent, executed and delivered by each Added Bank and each Increasing Bank, pursuant to which it becomes a party hereto or increases its Commitment, as the case may be;
(iii) if requested by the applicable Bank, Notes or replacement Notes, as the case may be, executed and delivered by XxxxxxxxBorrower; and
(iv) a non-refundable processing fee of $3,500 with respect to each Added Bank or Increasing Bank for the sole account of the Agent.
(b) Upon receipt of any notice referred to in clause (a)(i) above, the Agent shall promptly notify each Bank thereof. Upon execution and delivery of such documents and the payment of such fee (the “Increased Commitment Date”), each such Added Bank shall constitute a “Bank” for all purposes under this Agreement and related documents without any acknowledgment by or the consent of the other Banks, with a Commitment as specified in such documents, or such Bank’s Commitment shall increase as specified in such documents, as the case may be. Immediately upon the effectiveness of the addition of such Added Bank or the increase in the Commitment of such Increasing Bank under this Section 2.162.17, (i) the respective pro rata shares of the Banks shall be deemed modified as appropriate to correspond to such changed combined Commitments, and (ii) if there are at such time outstanding any Committed Loans, each Bank whose pro rata share has been decreased as a result of the increase in the combined Commitments shall be deemed to have assigned, without recourse, to each Added Bank and Increasing Bank such portion of such Bank’s Committed Loans as shall be necessary to effectuate such adjustment in pro rata shares. Each Increasing Bank and Added Bank (xi) shall be deemed to have assumed such portion of such Committed Loans and (yii) shall fund to each other Bank on the Increased Commitment Date the amount of Committed Loans assigned by it to such Bank. The Borrower agrees to pay to the Banks on demand any and all amounts to the extent payable pursuant to Section 2.12 2.13 as a result of any such prepayment of Committed Loans occasioned by the foregoing increase in Commitments and the reallocation of the pro rata shares.
(c) This section shall supersede supercede any provisions in Section 9.06(b) to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Target Corp)
