Increase in Commitments. The Borrowers may request an increase in Commitments from time to time upon notice to the Administrative Agent, so long as (A) no Default or Event of Default exists, (B) the requested increase is in a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, and (C) increases under this subclause do not exceed $15,000,000 in the aggregate and no more than two (2) increases are made. The Administrative Agent shall promptly notify the Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion of such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. On the effective date of an increase, all outstanding Obligations under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. (c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
Appears in 1 contract
Samples: Credit Agreement (Kforce Inc)
Increase in Commitments. The Borrowers may may, at any time prior to the expiration or termination of the Commitments, request an increase in Commitments from time to time upon not less than 45 days’ prior notice delivered to the Administrative Agent, so as long as (Aa) no Default or Event of Default exists, (B) the each requested increase is in a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) 5,000,000.00 and is offered on terms identical to the same terms as existing CommitmentsCommitments (including, without limitation, with respect to pricing, fees and maturity), except for that the Borrowers may pay a closing fee in connection with such increase, such fee to be specified by the Borrowers, and but in no event to exceed 50 basis points of the increased Commitments, (Cb) total increases under this subclause Section after the date hereof do not exceed $15,000,000 25,000,000.00 in the aggregate for all such increases, and no more than two four (24) increases are mademade during the term of this Agreement and (c) no Default or Event of Default has occurred and is continued or would be caused by such increase or any substantially concurrent borrowing thereunder. The Administrative Agent shall promptly notify the Lenders in writing of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion of such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. No Lender shall be obligated to provide any increased Commitments unless it so agrees; provided, the Borrower shall first request such increase from each existing Lender in accordance with such Lender’s pro rata share of the existing Commitment (as of the date of such request) prior to approaching any other Person, and each such Lender may elect or decline, in its sole discretion, to provide such increase. If the existing Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld)increase as contemplated above, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication for any unallocated portion of the requested increase, total increase and shall become Lenders hereunder in accordance with the terms hereof. Total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders Xxxxxxx and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ Borrower Agent, but no later than thirty (30) days following provided the Borrowers’ increase requestconditions set forth in Section 6.2 are satisfied at such time. The Administrative Agent, the Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent reasonably deems appropriate to evidence the increase in and allocations of CommitmentsCommitments in accordance with the terms above. On the effective date of an increase, all outstanding Obligations the Revolver Usage and other exposures under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
Appears in 1 contract
Samples: Loan and Security Agreement (Chicago Atlantic Real Estate Finance, Inc.)
Increase in Commitments. The Borrowers may request an increase in Commitments Borrower may, from time to time upon notice time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative AgentAgent at least five (5) Business Days prior to the desired effective date of such increase (each such increase, so long as a “Commitment Amount Increase”) identifying one or more additional Lenders (Aor additional Commitments provided by existing Lender(s) or by a combination of existing Lenders and additional Lenders (each such Lender providing (or increasing) its Commitment pursuant to any Commitment Amount Increase, a “Commitment Amount Increase Lender”)) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the aggregate amount of increases in the Commitments from and after the Closing Date shall not exceed $435,000,000, and the aggregate Commitments after all such increases shall not exceed $1,250,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000, (iii) no Default or Event of Default existsshall have occurred and be continuing at the time of the request or the effective date of such Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such date). The effective date of a Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness of any Commitment Amount Increase, (i) each Lender hereunder immediately prior to the effectiveness of such Commitment Amount Increase will automatically and without further act be deemed to have assigned to each relevant Commitment Amount Increase Lender, and each relevant Commitment Amount Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Xxxxxx’s participations hereunder in outstanding Letters of Credit and Swing Loans, if applicable, such that, after giving effect to each deemed assignment and assumption of participations, all of the Lenders’ (including each Commitment Amount Increase Lender) (A) participations hereunder in Letters of Credit and (B) the requested increase is participations hereunder in Swing Loans shall be held on a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) and is offered pro rata basis on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, and basis of their respective Commitments (C) increases under this subclause do not exceed $15,000,000 after giving effect to any increase in the aggregate Commitments pursuant to this Section 1.15) and no more than two (2ii) increases are made. The Administrative Agent shall promptly notify the Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify hereunder immediately prior to the Administrative Agent if and to what extent such Lender commits to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion effectiveness of such Lender. Any Lender not responding within Commitment Amount Increase will automatically and without further act be deemed to have assigned Loans to the other Lenders (including the Commitment Amount Increase Lenders), and such period other Lenders (including the Commitment Amount Increase Lenders) shall be deemed to have declined an increase. If purchased such Loans, in each case to the extent necessary so that all of the Lenders fail participate in each outstanding borrowing of Loans pro rata on the basis of their respective Commitment (after giving effect to commit any Commitment Amount Increase pursuant to this Section 1.15); it being understood and agreed that the minimum borrowing, pro rata borrowing, pro rata payment and funding indemnity requirements contained elsewhere in this Agreement shall not apply to the full requested increase, subject transactions effected pursuant to approval by the Borrowers’ Agent (which approval immediately preceding sentence. It shall be a condition to such effectiveness that the Borrower shall not be unreasonably withheld), Eligible Assignees may issue additional have previously terminated any portion of the Commitments and become Lenders hereunderpursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in relating to any Commitment Amount Increase pursuant to Section 8.2 are satisfied 12.15 and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date arrangement fees related thereto as agreed upon by the between Administrative Agent and the Borrowers’ AgentBorrower in that certain fee letter dated September 1, but 2021. Notwithstanding anything herein to the contrary, no later than thirty (30) days following the Borrowers’ Lender shall have any obligation to increase request. The Administrative Agent, the Borrowersits Commitment and no Lender’s Commitment shall be increased without its consent thereto, and the new each Lender may at its option, unconditionally and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate without cause, decline to evidence the increase in and allocations of Commitments. On the effective date of an increase, all outstanding Obligations under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitmentsits Commitment.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
Appears in 1 contract
Increase in Commitments. The Borrowers may request an increase in the Commitments from time to time upon notice to the Administrative Agent, so as long as (A) no Default or Event of Default exists, (Ba) the requested increase is in a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) 25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, and (Cb) increases under this subclause Section do not exceed $15,000,000 200,000,000 in the aggregate and no more than two four (24) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Administrative Agent shall promptly notify the Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Commitment. Although each ; provided that no Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender shall be obligated to commit any obligation to increase its Commitment, which decision shall be made in the sole discretion of such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication of the requested increasesatisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ Agent, but no later than thirty forty-five (3045) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations under the Commitments and other exposures shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
Appears in 1 contract
Increase in Commitments. The Borrowers may request an increase in Commitments from time to time upon notice to the Administrative Agent, so long as (A) no Default or Event of Default exists, (B) the requested increase is in a minimum amount of $7,500,000 10,000,000 (plus any increment of $2,500,000 5,000,000 in excess thereof) and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, and (C) increases under this subclause do not exceed $15,000,000 50,000,000 in the aggregate and no more than two three (23) increases are made. The Administrative Agent shall promptly notify the Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion of such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. On the effective date of an increase, all outstanding Obligations under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
Appears in 1 contract
Samples: Credit Agreement (Kforce Inc)
Increase in Commitments. The Borrowers may request Borrower may, on any Business Day prior to the Termination Date, with the written consent of the Administrative Agent, increase the aggregate amount of the Commitments by delivering an increase Increase Request substantially in Commitments from time to time upon notice the form attached hereto as Exhibit H (or in such other form acceptable to the Administrative Agent) to the Administrative Agent at least ten (10) Business Days prior to the desired effective date of such increase (the “Revolver Increase”) identifying an additional Lender (or additional Commitments for an existing Lender) and the amount of its Commitments (or additional amount of its Commitments); provided, so long as however, that:
(Ai) the aggregate amount of the Commitments after giving effect to each Revolver Increase shall not exceed $325,000,000 in the aggregate, and any such Revolver Increase 735490334 shall be in an amount not less than $10,000,000 with integral multiples of $1,000,000 in excess thereof (or such lesser amount then agreed to by the Administrative Agent);
(ii) no Default or Event of Default existsshall have occurred and be continuing at the time of the request or the effective date of the Revolver Increase; and
(iii) each of the representations and warranties set forth in Section 6 and in the other Loan Documents shall be and remain true and correct on the effective date of such Revolver Increase, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date. The effective date of the Revolver Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the Revolver Increase and each new Lender (and/or, if applicable, each existing Lender providing any portion of such Revolver Increase) shall advance Revolving Loans in an amount sufficient such that after giving effect to its Revolving Loans each Lender shall have outstanding its Revolver Percentage of all Loans outstanding under the applicable Commitment. It shall be a condition to such effectiveness that (A) if any Eurodollar Loans are outstanding on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.9 and (B) the requested increase is in a minimum amount Borrower shall not have terminated any portion of $7,500,000 (plus any increment of $2,500,000 in excess thereof) and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, and (C) increases under this subclause do not exceed $15,000,000 in the aggregate and no more than two (2) increases are madeCommitment pursuant to Section 1.10. The Administrative Agent shall promptly notify Borrower agrees to pay the Lenders expenses of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Administrative Agent if (including reasonable attorney’s fees) relating to any Revolver Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and to what extent such no Lender’s Commitment shall be increased without its consent thereto, and each Lender commits may at its option, unconditionally and without cause, decline to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion of such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. On the effective date of an increase, all outstanding Obligations under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
Appears in 1 contract
Samples: Credit Agreement (StoneX Group Inc.)
Increase in Commitments. The Borrowers may request an increase in Commitments Borrower may, from time to time upon notice time, on any Business Day prior to the date that is six (6) months prior to the Revolving Credit Termination Date, or Term B Loan Maturity Date, as applicable, with the written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), increase the aggregate amount of the Revolving Credit Commitments or establish one or more new term loan commitments (any such new term loan commitment, an “Incremental Term Loan Commitment”), respectively, by delivering a commitment amount increase or incremental term loan request, as applicable, substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative AgentAgent at least five (5) Business Days (or such shorter period of time as the Administrative Agent may reasonably consent) prior to the desired effective date of such increase (the “Revolving Credit Commitment Amount Increase”) or new term loan, so long as applicable, identifying one or more additional Lenders (Aor additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment or Incremental Term Loan Commitment (or additional amount of its Revolving Credit Commitment); provided, however, that (i) the aggregate amount of increases in the Revolving Credit Commitments and new Incremental Term Loan Commitments shall not exceed $200,000,000 from and after the Closing Date, (ii) any Revolving Credit Commitment Amount Increase or new Incremental Term Loan Commitment, as applicable, shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default existsshall have occurred and be continuing at the time of the effective date of the Revolving Credit Commitment Amount Increase or individual Incremental Term Loan Commitment, (B) the requested increase is in a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowersapplicable, and (Civ) increases under this subclause do all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not exceed $15,000,000 already qualified by materiality or Material Adverse Effect, otherwise in all respects) on the effective date of such Revolving Credit Commitment Amount Increase or of any new Incremental Term Loan Commitment (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such earlier date). The effective date of the Revolving Credit Commitment Amount Increase or new Incremental Term Loan Commitment, as applicable, shall be as set forth in the aggregate and no more than two related commitment amount increase or new incremental term loan request. Upon the effectiveness of a Revolving Credit Commitment Amount Increase, the new Revolving Lender(s) (2or, if applicable, existing Revolving Lender(s)) increases shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Revolving Lender shall have outstanding its Percentage of Revolving Loans. In connection with any Revolving Credit Commitment Amount Increase, to the extent any Revolving Loans are maderepaid to an existing Revolving Lender in connection with the rebalancing of the outstanding Revolving Loans, Borrower shall pay any amounts owing to such Lenders pursuant to Section 1.11 hereof (unless any Lender owed any such amount waives such amount due by notice to the Administrative Agent). The Administrative Agent shall promptly notify Revolving Credit Commitments may not be increased if the Lenders Borrower has previously terminated any portion of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify Revolving Credit Commitments pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented out-of-pocket expenses of the Administrative Agent if relating to any Revolving Credit Commitment Amount Increase or Incremental Term Loan Commitment and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower. Notwithstanding anything herein to what extent such the contrary, (x) no Lender commits shall have any obligation to increase its Revolving Credit Commitment or to provide any Incremental Term Loan Commitment and, without its consent, no Revolving Lender’s Revolving Credit Commitment shall be increased and no Lender will be required to provide an Incremental Term Loan Commitment and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment or to provide an Incremental Term Loan Commitment. Although each , (y) such declining Lender shall have a no consent right of first refusal with respect to obtain a Pro Rata Share of the requested such Revolving Credit Commitment increaseAmount Increase or such Incremental Term Loan Commitment, no as applicable, and (z) any new Lender shall be obligated acceptable to commit the Administrative Agent (to increase its Commitmentthe extent the consent of the Administrative Agent would be required in connection with an assignment to such new Lender under Section 12.12(a)(iii) hereof) with such consent not to be unreasonably withheld or delayed. Upon the effectiveness thereof, which decision shall be made in the sole discretion of such Lender. Any Lender not responding within such period Schedule 1 shall be deemed amended to reflect any Revolving Credit Commitment Amount Increase and any Incremental Term Loan Commitment, as applicable. Any new or increasing Revolving Lender shall advance Revolving Loans in an amount sufficient such that after giving effect to its Revolving Loans each Revolving Lender shall have declined outstanding its Revolver Percentage of all Revolving Loans outstanding under the Revolving Credit Commitments. Subject to Section 7.1 hereof, on the effective date of any new Incremental Term Loan Commitments, any new or existing Lender with an increase. If Incremental Term Loan Commitment shall advance in a single Borrowing an Incremental Term Loan in the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunderamount of its new Incremental Term Loan Commitment. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication of the Borrower shall deliver or cause to be delivered any documents reasonably requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent in connection with any such transaction and the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. On the effective date of an increase, all outstanding Obligations under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance consistent with Lenders’ adjusted shares of such CommitmentsSection 7.2 hereof.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
Appears in 1 contract
Increase in Commitments. The Borrowers Agent may request an increase in Commitments from time to time upon notice prior to the Administrative AgentBridge Loan Maturity Date arrange an increase in the Aggregate Bridge Commitment in accordance with this Section 2.01(c); provided, so long as (A) no Default or Event of Default exists, (B) that the requested increase is in a minimum aggregate amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, and (C) all such Aggregate Bridge Commitment increases under this subclause do shall not exceed $15,000,000 10,000,000 and in no event shall the aggregate and no more than two (2) increases are madeAggregate Bridge Commitment exceed $25,000,000. The Administrative Agent shall promptly notify the Lenders of the requested increase and, within ten (10) Business Days thereafter, each may arrange either for an existing Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Commitment. Although Commitment or arrange for one or more lenders not a party to this Agreement, but qualifying as an Eligible Assignee (each such person, an "Additional Lender"), to assume such additional Commitment(s) (provided that any Additional Lender shall have a right Commitment of first refusal not less than $1,250,000) by becoming a party to obtain a Pro Rata Share this Agreement by signing an Additional Lender Agreement (in substantially the form attached to the Revolving Credit Agreement) and such other documentation as the Agent may reasonably request to effectuate such transaction. If, after giving effect to any increase in the Bridge Loan Commitments as aforesaid, the respective Bridge Commitment Percentages of the requested Lenders are not the same as the respective Bridge Commitment Percentages of the Lenders immediately prior to such increase, no Lender the Company shall prepay any outstanding Loans, together with interest thereon and any amounts due pursuant to Section 3.04, effective as of the date of such increase, which payments shall be obligated applied in accordance with each Lender's Bridge Commitment Percentage prior to commit giving effect to such increase, and may reborrow such Bridge Loans from each Lender in accordance with each Lender's revised Bridge Commitment Percentage after giving effect to such increase. The Agent and the Lenders shall use reasonable efforts to effect any such increase its Commitment, which decision so as to minimize amounts due pursuant to Section 3.04. Increases in Bridge Commitments pursuant to this Section shall be made in the sole discretion of such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional concurrently with Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. On the effective date of an increase, all outstanding Obligations under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.
(c) Annex A to the Revolving Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence as more fully described therein:.
Appears in 1 contract
Samples: Revolving Credit Agreement (Apartment Investment & Management Co)
Increase in Commitments. The Borrowers Borrower may request an increase in Commitments at any time and from time to time upon notice to add additional financial institutions hereunder as Lenders or, with the Administrative Agentconsent of a Lender, so long as increase its Commitment, and, in each case, thereby increase the Total Commitment provided that at the time of any such addition:
(Ai) no Default or Event of Default existshas occurred and is continuing or would reasonably be expected to result therefrom;
(ii) all increases to the Total Commitment as a result of the application of this Section 2.1(c) or otherwise, shall not at any time exceed Cdn.$250,000,000;
(Biii) the requested increase is in Agent and each Fronting Lender has consented to such financial institution becoming a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) and is offered on the same terms as existing CommitmentsLender or, except for a closing fee specified by the Borrowers, and (C) increases under this subclause do not exceed $15,000,000 in the aggregate and no more than two (2) increases are made. The Administrative Agent shall promptly notify the Lenders case of the requested increase andan existing Lender, within ten (10) Business Days thereafter, each Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender shall be obligated to commit to increase increasing its Commitment, which decision shall be made in the sole discretion of such Lender. Any Lender consent not responding within such period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld;
(iv) the Commitment of a new financial institution being added as a Lender pursuant to this Section 2.1(c) shall be no less than Cdn.$10,000,000;
(v) if, in connection with any such increase a commitment or similar fee is paid to any new Lender based on its new Commitment (the “new money fee”), Eligible Assignees then the Borrower will also pay a corresponding fee equal to the same number of bps to the then existing Lenders based on their respective then existing Commitments to the extent such a fee was not already paid on or after the Effective Date;
(vi) concurrently with the addition of a financial institution as an additional Lender or the increase of a Lender’s Commitment, such financial institution or Lender, as the case may issue be, shall purchase from each other Lender, such portion of the Outstandings under the Credit Facility owed to each Lender as is necessary to ensure that the Outstandings under the Credit Facility owed to all Lenders and including therein such additional Commitments financial institution and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders andCommitment of any Lender, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. On the effective date of an increase, all outstanding Obligations under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares the Applicable Percentage of all such Lenders (including any new financial institution and the increased Commitment of any Lender) and such financial institution shall execute such documentation as is required by the Agent, acting reasonably, to novate such financial institution as a Lender hereunder; provided that with respect to any portion of such Commitments.Outstandings which are outstanding by way of Bankers’ Acceptance or LIBO Rate Loans, the new financial institution or such Lender shall provide an indemnity to the other Lenders (provided that no such indemnity may exceed two months in duration unless agreed to by all of the affected Lenders) in order to ensure such Bankers’ Acceptances and LIBO Rate Loans are outstanding in accordance with the new Applicable Percentages of all Lenders; and
(cvii) Annex A the Borrower has provided to the Agent a certified copy of a directors’ resolution of the Borrower and each other Obligor authorizing any such increase in the Total Commitment (which may be the original directors’ resolutions authorizing the Credit AgreementFacility hereunder) together with a legal opinion from Borrower’s Counsel with respect thereto in substantially the same form, Definitionsmutatis mutandis, is hereby amended as the opinion delivered pursuant to add the following definitions in proper alphabetical sequence therein:Section 3.1(f).
Appears in 1 contract
Increase in Commitments. The Borrowers may request an increase in Commitments Prior to the Maturity Date and upon at least 45 days’ prior written notice to the Administrative Agent (which notice shall be promptly transmitted by the Administrative Agent to each Lender), the Borrower shall have the revocable right, from time to time upon notice during the term of this Agreement and subject to the Administrative Agentterms and conditions set forth below, so long as to increase the aggregate amount of the Aggregate Commitments; provided that (Aa) no Default or Event of Default existsshall exist at the time of the request or the proposed increase in the Aggregate Commitments, (Bb) the requested any such increase is must be in a minimum amount of $7,500,000 (plus any increment 25,000,000 and in integral multiples of $2,500,000 in excess thereof5,000,000 above such amount, (c) and is offered on the same terms as existing Commitments, except for a closing fee specified by sum of any increases to the Borrowers, and (C) increases under Commitment during the term of this subclause do Agreement shall not exceed FIVE HUNDRED MILLION DOLLARS ($15,000,000 in the aggregate and 500,000,000), (d) no more than two (2) increases are made. The Administrative Agent shall promptly notify the Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested individual Lender’s Commitment increase, no Lender shall may be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion of increased without such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. If ’s written consent, (e) the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders Borrower shall execute and deliver such documents and agreements Note(s) as the Administrative Agent deems appropriate are necessary to evidence reflect the increase in the respective Commitments, (f) Schedule 1.1 shall be amended to reflect the revised Commitments and allocations revised Applicable Percentages of Commitments. On the effective date Lenders and (g) if any Loans are outstanding at the time of an increaseincrease in the Aggregate Commitments, all the Borrower will prepay (provided that any such prepayment shall not be subject to any minimum amount of prepayment or any requirements regarding pro rata repayments but shall be subject to Section 3.5) one or more existing Loans in an amount necessary such that after giving effect to the increase in the Aggregate Commitments each Lender will hold its pro rata share (based on its share of the revised Aggregate Commitments) of outstanding Obligations under Loans. Any such increase in the Aggregate Commitments shall apply, at the option of the Borrower, to (x) the Commitment of one or more existing Lenders; provided that any Lender whose Commitment is being increased must consent in writing thereto and if more than one Lender wishes to participate then such increase shall be reallocated allocated pro rata among such Lenders (based on the Lendersamount that each such Lender was willing to increase its Commitment) and/or (y) a new Commitment for one or more institutions that is not an existing Lender so long as such institution (A) conforms to the definition of Eligible Assignee, and settled (B) is approved by the Administrative Agent if necessary(such approval not to be unreasonably withheld or delayed), (C) receives a Commitment of at least $5,000,000 and (D) becomes a Lender under this Agreement by execution and delivery of an appropriate joinder agreement or of counterparts to this Agreement in accordance with Lenders’ adjusted shares of such Commitments.
(c) Annex A a manner acceptable to the Credit Agreement, Definitions, is hereby amended Borrower and the Administrative Agent. This Section shall supersede any provisions in Section 2.13 or 10.6 to add the following definitions in proper alphabetical sequence therein:contrary.
Appears in 1 contract
Increase in Commitments. The Borrowers may request an increase in Commitments from time to time upon notice to Borrower shall have the Administrative Agentright, so long as (A) no Default or Event of Default exists, (B) the requested increase is in a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, and (C) increases under this subclause do not exceed $15,000,000 in the aggregate and no more than two (2) increases are made. The Administrative Agent shall promptly notify the Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Commitment. Although each Lender shall have a right occurred and be continuing, without the consent of first refusal to obtain a Pro Rata Share any Lender (except as described in clause (i) below) but with the consent of the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion of such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ each Lead Agent (which approval consents shall not be unreasonably withheld), at any time prior to the fifth anniversary of the Closing Date, to increase the total amount of the Aggregate Commitments hereunder by (a) accepting the offer or offers of any Person or Persons (not then a Lender) constituting an Eligible Assignees may issue additional Assignee to become a new Lender hereto with a Commitment or Commitments up to the amount (or aggregate amount) of any such increase and/or (b) accepting the offer of any existing Lender or Lenders to increase its (or their) Commitment (or Commitments) up to the amount of any such increase; provided, however, that (i) in no event shall any Lender's Commitment be increased without the consent of such Lender, (ii) if any Loans (other than Competitive Bid Loans) are outstanding hereunder on the date that any such increase is to become effective, the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans reflect the Commitment Percentages of the Lenders after giving effect to any increase pursuant to this Section 2.9, (iii) in no event shall the Aggregate Commitment hereunder be increased unless the Aggregate Commitment under the 364-Day Credit Agreement, if still in effect, is increased by a proportionate amount pursuant to the terms thereof and (iv) in no event shall any such increase result in the amount of the Total Commitments exceeding $1,000,000,000. Any increase to the Aggregate Commitment pursuant to clause (a) of the first sentence of this Section 2.9 shall become effective upon the execution of a New Lender Supplement in the form of Exhibit G-1 hereto by the Borrower, Lead Agents and relevant new Lender or Lenders hereunderand any increase to the Aggregate Commitment pursuant to clause (b) of the first sentence of this Section 2.9 shall become effective upon the execution of a Commitment Increase Supplement in the form of Exhibit G-2 hereto, executed by the Borrower, the Lead Agents and the increasing Lender or Lenders. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing shall forward copies of any such supplement to the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed promptly upon by the Administrative Agent and the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. On the effective date of an increase, all outstanding Obligations under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitmentsreceipt thereof.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
Appears in 1 contract
Increase in Commitments. The Borrowers may request an increase in Commitments Prior to the Maturity Date and upon at least 45 days’ prior written notice to the Administrative Agent (which notice shall be promptly transmitted by the Administrative Agent to each Lender), the Borrower shall have the revocable right, from time to time upon notice during the term of this Agreement and subject to the Administrative Agentterms and conditions set forth below, so long as to increase the aggregate amount of the Aggregate Commitments; provided that (Aa) no Default or Event of Default existsshall exist at the time of the request or the proposed increase in the Aggregate Commitments, (Bb) the requested any such increase is must be in a minimum amount of $7,500,000 (plus any increment 25,000,000 and in integral multiples of $2,500,000 in excess thereof5,000,000 above such amount, (c) and is offered on the same terms as existing Commitments, except for a closing fee specified by sum of any increases to the Borrowers, and (C) increases under Commitment during the term of this subclause do Agreement shall not exceed FIVE HUNDRED MILLION DOLLARS ($15,000,000 in the aggregate and 500,000,000), (d) no more than two (2) increases are made. The Administrative Agent shall promptly notify the Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested individual Lender's Commitment increase, no Lender shall may be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion of increased without such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. If 's written consent, (e) the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders Borrower shall execute and deliver such documents and agreements Note(s) as the Administrative Agent deems appropriate are necessary to evidence reflect the increase in the respective Commitments, (f) Schedule 1.1 shall be amended to reflect the revised Commitments and allocations revised Applicable Percentages of Commitments. On the effective date Lenders and (g) if any Loans are outstanding at the time of an increaseincrease in the Aggregate Commitments, all the Borrower will prepay (provided that any such prepayment shall not be subject to any minimum amount of prepayment or any requirements regarding pro rata repayments but shall be subject to Section 3.5) one or more existing Loans in an amount necessary such that after giving effect to the increase in the Aggregate Commitments each Lender will hold its pro rata share (based on its share of the revised Aggregate Commitments) of outstanding Obligations under Loans. Any such increase in the Aggregate Commitments shall apply, at the option of the Borrower, to (x) the Commitment of one or more existing Lenders; provided that any Lender whose Commitment is being increased must consent in writing thereto and if more than one Lender wishes to participate then such increase shall be reallocated allocated pro rata among such Lenders (based on the Lendersamount that each such Lender was willing to increase its Commitment) and/or (y) a new Commitment for one or more institutions that is not an existing Lender so long as such institution (A) conforms to the definition of Eligible Assignee, and settled (B) is approved by the Administrative Agent if necessary(such approval not to be unreasonably withheld or delayed), (C) receives a Commitment of at least $5,000,000 and (D) becomes a Lender under this Agreement by execution and delivery of an appropriate joinder agreement or of counterparts to this Agreement in accordance with Lenders’ adjusted shares of such Commitments.
(c) Annex A a manner acceptable to the Credit Agreement, Definitions, is hereby amended Borrower and the Administrative Agent. This Section shall supersede any provisions in Section 2.13 or 10.6 to add the following definitions in proper alphabetical sequence therein:contrary.
Appears in 1 contract
Increase in Commitments. The Borrowers may may, at any time prior to the expiration or termination of the Commitments, request an increase in Commitments from time to time upon not less than 45 days’ prior notice delivered to the Administrative Agent, so as long as (Aa) no Default or Event of Default exists, (B) the each requested increase is in a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) 10,000,000.00 and is offered on terms identical to the same terms as existing CommitmentsCommitments (including, without limitation, with respect to pricing, fees and maturity), except for that the Borrowers may pay a closing fee in connection with such increase, such fee to be specified by the Borrowers, and but in no event to exceed 50 basis points of the increased Commitments, (Cb) total increases under this subclause Section do not exceed $15,000,000 35,000,000.00 in the aggregate for all such increases, and no more than two four (24) increases are mademade during the term of this Agreement and (c) no Default or Event of Default has occurred and is continued or would be caused by such increase or any substantially concurrent borrowing thereunder. The Administrative Agent shall promptly notify the Lenders in writing of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion of such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. No Lender shall be obligated to provide any increased Commitments unless it so agrees; provided, the Borrower shall first request such increase from each existing Lender in accordance with such Lender’s pro rata share of the existing Commitment (as of the date of such request) prior to approaching any other Person, and each such Lender may elect or decline, in its sole discretion, to provide such increase. If the existing Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld)increase as contemplated above, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication for any unallocated portion of the requested increase, total increase and shall become Lenders hereunder in accordance with the terms hereof. Total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ Borrower Agent, but no later than thirty (30) days following provided the Borrowers’ increase requestconditions set forth in Section 6.2 are satisfied at such time. The Administrative Agent, the Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent reasonably deems appropriate to evidence the increase in and allocations of CommitmentsCommitments in accordance with the terms above. On the effective date of an increase, all outstanding Obligations the Revolver Usage and other exposures under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
Appears in 1 contract
Samples: Loan and Security Agreement (Chicago Atlantic Real Estate Finance, Inc.)
Increase in Commitments. The Borrowers may Borrower shall have the right, exercisable two (2) times, to request an increase increases in the aggregate amount of the Commitments from time to time upon within twenty four months following the Agreement Date by providing written notice to the Administrative Agent, so long which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $200,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $20,000,000 and integral multiples of $500,000 in excess thereof. The Agent shall promptly notify each Lender of any such request. No Lender shall be obligated in any way whatsoever to increase its Commitment. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Pro Rata Share (determined with respect to the Lenders’ relative Commitments and after giving effect to the increase of Commitments) of any outstanding Loans, by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) no the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default exists, (B) the requested increase is shall be in a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) and is offered existence on the same terms as existing Commitmentseffective date of such increase or (y) any Continuing Representation is not true or correct on the effective date of such increase (or would not be true after giving effect to such increase). If the Borrower requests an increase in the Commitments but it is not effected because the conditions to such increase are not satisfied, except for a closing fee specified by the Borrowers, and (C) increases under this subclause do request will not exceed $15,000,000 count against the Borrower’s two-time limit on such requests. In connection with any increase in the aggregate and no more than two (2) increases are made. The Administrative Agent shall promptly notify the Lenders amount of the requested increase and, within ten Commitments pursuant to this Section (10a) Business Days thereafter, each any Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Commitment. Although each Lender shall have becoming a right of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion of such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders party hereto shall execute and deliver such documents and agreements as the Administrative Agent deems may reasonably request and (b) the Borrower shall make appropriate to evidence arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in and allocations the aggregate amount of Commitments. On the effective date of an increase, all outstanding Obligations under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
Appears in 1 contract
Samples: Credit Agreement (Washington Real Estate Investment Trust)
Increase in Commitments. The Borrowers may may, at any time prior to the expiration or termination of the Commitments, request an increase in Commitments from time to time upon not less than 45 days’ prior notice delivered to the Administrative Agent, so as long as (Aa) no Default or Event of Default exists, (B) the each requested increase is in a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) 5,000,000.00 and is offered on terms identical to the same terms as existing CommitmentsCommitments (including, without limitation, with respect to pricing, fees and maturity), except for that the Borrowers may pay a closing fee in connection with such increase, such fee to be specified by the Borrowers, and but in no event to exceed 50 basis points of the increased Commitments, (Cb) total increases under this subclause Section after the date hereof do not exceed $15,000,000 50,000,000.00 in the aggregate for all such increases, and no more than two four (24) increases are mademade during the term of this Agreement and (c) no Default or Event of Default has occurred and is continued or would be caused by such increase or any substantially concurrent borrowing thereunder. The Administrative Agent shall promptly notify the Lenders in writing of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion of such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. No Lender shall be obligated to provide any increased Commitments unless it so agrees; provided, the Borrower shall first request such increase from each existing Lender in accordance with such Lender’s pro rata share of the existing Commitment (as of the date of such request) prior to approaching any other Person, and each such Lender may elect or decline, in its sole discretion, to provide such increase. If the existing Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld)increase as contemplated above, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication for any unallocated portion of the requested increase, total increase and shall become Lenders hereunder in accordance with the terms hereof. Total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders Xxxxxxx and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ Borrower Agent, but no later than thirty (30) days following provided the Borrowers’ increase requestconditions set forth in Section 6.2 are satisfied at such time. The Administrative Agent, the Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent reasonably deems appropriate to evidence the increase in and allocations of CommitmentsCommitments in accordance with the terms above. On the effective date of an increase, all outstanding Obligations the Revolver Usage and other exposures under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
Appears in 1 contract
Samples: Loan and Security Agreement (Chicago Atlantic Real Estate Finance, Inc.)
Increase in Commitments. The Borrowers Agent may from time to time prior to the Revolving Facility Maturity Date arrange an increase in the Aggregate Commitment in accordance with this Section 2.01(a)(iv); provided, that the aggregate amount of all such Aggregate Commitment increases shall not exceed $40,000,000 and in no event shall the Aggregate Commitment exceed $100,000,000. Agent may arrange either for an existing Lender to increase its Commitment or arrange for one or more lenders not a party to this Agreement, but qualifying as an Eligible Assignee (each such person, an "Additional Lender"), to assume such additional Commitment(s) (provided that any Additional Lender shall have a Commitment of not less than $5,000,000) by becoming a party to this Agreement by signing an Additional Lender Agreement and such other documentation as the Agent may reasonably request to effectuate such transaction. If, after giving effect to any increase in the Commitments as aforesaid, the respective Commitment Percentages of the Lenders are not the same as the respective Commitment Percentages of the Lenders immediately prior to such increase, the Company shall prepay any outstanding Loans, together with interest thereon and any amounts due pursuant to Section 3.04, effective as of the date of such increase, which payments shall be applied in accordance with each Lender's Commitment Percentage prior to giving effect to such increase, and may reborrow such Revolving Loans from each Lender in accordance with each Lender's revised Commitment Percentage after giving effect to such increase. The Agent and the Lenders shall use reasonable efforts to effect any such increase so as to minimize amounts due pursuant to Section 3.04. In the event of an increase in Commitments from time pursuant to time upon notice to the Administrative Agentthis Section, so long as (A) no Default or Event of Default exists, (B) the requested increase is in a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, and (C) increases under this subclause do not exceed $15,000,000 in the aggregate and no more than two (2) increases are made. The Administrative Agent shall promptly notify the Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision appropriate adjustments shall be made in the sole discretion of such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication Bridge Commitment Percentages of the requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. On the effective date of an increase, all outstanding Obligations under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.
(c) Annex A lenders party to the Credit Bridge Loan Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence as more fully described therein:.
Appears in 1 contract
Samples: Credit Agreement (Apartment Investment & Management Co)
Increase in Commitments. The Borrowers may request an increase in Commitments Borrower may, from time to time upon notice time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative AgentAgent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, so long as however, that (Ai) the aggregate amount of the Commitments shall not be increased by an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000, (iii) no Default or Event of Default exists, (B) shall have occurred and be continuing at the requested increase is in a minimum amount time of $7,500,000 (plus any increment the request or the effective date of $2,500,000 in excess thereof) and is offered on the same terms as existing Commitments, except for a closing fee specified by the BorrowersCommitment Amount Increase, and (Civ) increases under this subclause do all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not exceed $15,000,000 already qualified by materiality or Material Adverse Effect, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such date). The effective date of the Commitment Amount Increase shall be as set forth in the aggregate and no more than two related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (2or, if applicable, existing Lender(s)) increases are made. The Administrative Agent shall promptly notify the Lenders of the requested increase and, within ten (10) Business Days thereafter, advance Loans in an amount sufficient such that after giving effect to its advance each Lender shall notify have outstanding its Percentage of Loans. It shall be a condition to such effectiveness that (i) if any Eurodollar Loans are outstanding on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof and (ii) the Borrower shall not have previously terminated any portion of the Commitments pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent if relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower. Notwithstanding anything herein to what extent such the contrary, no Lender commits shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion of such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. On the effective date of an increase, all outstanding Obligations under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
Appears in 1 contract
Samples: Credit Agreement (American Realty Capital - Retail Centers of America, Inc.)
Increase in Commitments. The Borrowers may request an increase in Commitments Borrower may, from time to time upon notice time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative AgentAgent at least five (5) Business Days prior to the desired effective date of such increase (each such increase, so long as a “Commitment Amount Increase”) identifying one or more additional Lenders (Aor additional Commitments provided by existing Lender(s) or by a combination of existing Lenders and additional Lenders (each such Lender providing (or increasing) its Commitment pursuant to any Commitment Amount Increase, a “Commitment Amount Increase Lender”)) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the aggregate amount of the Commitments shall not be increased by an amount in excess of $375,000,000 (it being understood and agreed that the Commitments have previously been increased by $125,000,000, thus reducing the availability of increased Commitments from $500,000,000 to $375,000,000), (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000, (iii) no Default or Event of Default existsshall have occurred and be continuing at the time of the request or the effective date of such Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such date). The effective date of a Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness of any Commitment Amount Increase, (i) each Lender hereunder immediately prior to the effectiveness of such Commitment Amount Increase will automatically and without further act be deemed to have assigned to each relevant Commitment Amount Increase Lender, and each relevant Commitment Amount Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans, if applicable, such that, after giving effect to each deemed assignment and assumption of participations, all of the Lenders’ (including each Commitment Amount Increase Lender) (A) participations hereunder in Letters of Credit and (B) the requested increase is participations hereunder in Swing Loans shall be held on a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) and is offered pro rata basis on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, and basis of their respective Commitments (C) increases under this subclause do not exceed $15,000,000 after giving effect to any increase in the aggregate Commitments pursuant to this Section 1.15) and no more than two (2ii) increases are made. The Administrative Agent shall promptly notify the Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify hereunder immediately prior to the Administrative Agent if and to what extent such Lender commits to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion effectiveness of such Lender. Any Lender not responding within Commitment Amount Increase will automatically and without further act be deemed to have assigned Loans to the other Lenders (including the Commitment Amount Increase Lenders), and such period other Lenders (including the Commitment Amount Increase Lenders) shall be deemed to have declined an increase. If purchased such Loans, in each case to the extent necessary so that all of the Lenders fail participate in each outstanding borrowing of Loans pro rata on the basis of their respective Commitment (after giving effect to commit any Commitment Amount Increase pursuant to this Section 1.15); it being understood and agreed that the minimum borrowing, pro rata borrowing, pro rata payment and funding indemnity requirements contained elsewhere in this Agreement shall not apply to the full requested increase, subject transactions effected pursuant to approval by the Borrowers’ Agent (which approval immediately preceding sentence. It shall be a condition to such effectiveness that the Borrower shall not be unreasonably withheld), Eligible Assignees may issue additional have previously terminated any portion of the Commitments and become Lenders hereunderpursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in relating to any Commitment Amount Increase pursuant to Section 8.2 are satisfied 12.15 and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date arrangement fees related thereto as agreed upon by the between Administrative Agent and the Borrowers’ AgentBorrower in that certain fee letter dated March 14, but 2018. Notwithstanding anything herein to the contrary, no later than thirty (30) days following the Borrowers’ Lender shall have any obligation to increase request. The Administrative Agent, the Borrowersits Commitment and no Lender’s Commitment shall be increased without its consent thereto, and the new each Lender may at its option, unconditionally and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate without cause, decline to evidence the increase in and allocations of Commitments. On the effective date of an increase, all outstanding Obligations under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitmentsits Commitment.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
Appears in 1 contract
Increase in Commitments. The Borrowers may Administrative Borrower shall have the right upon one or more occasions by written notice to the Administrative Agent (a “Commitment Increase Notice”) to request an increase in Commitments from the aggregate Commitment (the amount of increase requested on any occasion being referred to herein as the “Increase Amount”), in an aggregate amount of up to US$150,000,000 for all such increases, to a maximum aggregate Commitment of US$600,000,000 (less the aggregate amount of any Commitment reductions pursuant to Section 2.8); provided that at the time to of the Commitment Increase Notice and at the time upon notice to the Administrative Agent, so long as such request would become effective (Ai) no Default or Event of Default exists, (B) the requested increase is in a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) has occurred and is offered on continuing or would exist after giving effect to such increase in the same terms as existing Commitments, except for a closing fee specified by the BorrowersCommitment, and (Cii) increases under this subclause do not exceed $15,000,000 the Administrative Borrower will be in pro forma compliance with the covenant in Section 6.7 after giving effect to any funding in connection with such increase in the aggregate and no more than two (2) increases are madeCommitment. The Commitment Increase Notice shall be delivered by the Administrative Agent shall promptly notify to the Lenders of and shall specify a time period selected by the Administrative Borrower within which each Lender is requested increase and, within to respond to such Commitment Increase Notice (which shall in no event be less than ten (10) Business Days thereafter, each from the date of delivery of such Commitment Increase Notice to the Lenders). Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of Commitment and, if so, the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion amount of such Lenderincrease. Any such Lender not responding within such time period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunderincrease its Commitment. The Administrative Agent may allocate, in its reasonable discretion, shall notify the increased Commitments among committing Administrative Borrower and each Lender of such other Lender’s responses to each request made hereunder. After the Lenders and, if necessary, Eligible Assignees. Provided expiration of the conditions time period set forth in Section 8.2 are satisfied and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (Commitment Increase Notice or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon receipt by the Administrative Agent of responses to the Commitment Increase Notice from each of the Lenders, then the Administrative Borrower may, to achieve the full amount of the requested increase in the Commitments, invite one or more other Persons (other than individuals) (an “Additional Lender”) that have agreed to provide all or any portion of the Increase Amount and that are acceptable to each of the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, Swingline Lender and Issuing Bank (such consent not to be unreasonably withheld or delayed) (it being agreed that any Lender as of the Borrowersdate of the Commitment Increase Notice would be acceptable) and such Persons may be admitted as a Lender party to this Agreement in accordance with the provisions of Section 10.4(e). None of the Administrative Agent, and Lead Arranger or any other Lender shall have any obligation or other commitment to provide all or any portion of the new and existing Lenders Increase Amount. No consent of any Lender (other than any Lender providing a portion of the Increase Amount) shall execute and deliver be required to give effect to the Increase Amount. Any such documents and agreements as increase in the Commitment shall become effective upon written notice by the Administrative Agent deems appropriate (which shall be promptly delivered by the Administrative Agent) to evidence the increase in Administrative Borrower and allocations of Commitments. On the Lenders specifying the effective date of an increasesuch increase in Commitment, together with a revised Schedule 2.1 stating the new Commitment, and, in respect thereof, the Commitment of each Additional Lender, the respective continuing Commitment of the other Lenders and the new Revolving Credit Exposure of the Lenders. Upon the effective date of the increased Commitment, each Additional Lender shall make all (if any) such payments to the Administrative Agent for distribution to the other Lenders as may be necessary to result in the respective Revolving Loans held by such Additional Lender and the other Lenders being equal to such applicable Lender’s Applicable Percentage of the aggregate principal amount of all Revolving Loans outstanding Obligations under as of such date. The Administrative Borrower hereby agrees that any Additional Lender so paying any such amount to the Commitments other Lenders pursuant to the preceding sentence shall be reallocated among entitled to all the Lendersrights of a Lender having Commitments hereunder in respect of such amounts, that such payments to such other Lenders shall thereafter constitute Revolving Loans made by such Additional Lender hereunder and settled that such Additional Lender may exercise all of its right of payment with respect to such amounts as fully as if such Additional Lender had initially advanced to the Administrative Borrower directly the amount of such payments. If any such adjustment payments pursuant to the preceding sentences of this Section 2.22 are made by an Additional Lender to other Lenders at a time other than the end of an Interest Period in the case of all or any portion of Revolving Loans constituting Eurocurrency Loans, CDOR Rate Loans or EURIBOR Loans, the Administrative Borrower shall pay to each of the Lenders receiving any such payment, at the time that such payment is made pursuant to this Section 2.22, the amount that would be required to be paid by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of Borrower pursuant to Section 2.15 had such Commitmentspayments been made directly by the Administrative Borrower.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
Appears in 1 contract
Increase in Commitments. The Borrowers may request an increase in Commitments from time to time upon notice to Borrower shall have the Administrative Agentright, so long as (A) no Default or Event of Default exists, (B) the requested increase is in a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, and (C) increases under this subclause do not exceed $15,000,000 in the aggregate and no more than two (2) increases are made. The Administrative Agent shall promptly notify the Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Commitment. Although each Lender shall have a right occurred and be continuing, without the consent of first refusal to obtain a Pro Rata Share any Lender (except as described in clause (i) below) but with the consent of the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion of such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ each Lead Agent (which approval consents shall not be unreasonably withheld), at any time prior to the fifth anniversary of the Closing Date, to increase the total amount of the Aggregate Commitments hereunder by (a) accepting the offer or offers of any Person or Persons (not then a Lender) constituting an Eligible Assignees may issue additional Assignee to become a new Lender hereto with a Commitment or Commitments up to the amount 25 (or aggregate amount) of any such increase and/or (b) accepting the offer of any existing Lender or Lenders to increase its (or their) Commitment (or Commitments) up to the amount of any such increase; provided, however, that (i) in no event shall any Lender's Commitment be increased without the consent of such Lender, (ii) if any Loans (other than Competitive Bid Loans) are outstanding hereunder on the date that any such increase is to become effective, the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans reflect the Commitment Percentages of the Lenders after giving effect to any increase pursuant to this Section 2.8, (iii) in no event shall the Aggregate Commitment hereunder be increased unless the Aggregate Commitment under the Five-Year Credit Agreement is increased by a proportionate amount pursuant to the terms thereof and (iv) in no event shall any such increase result in the amount of the Total Commitments exceeding $1,000,000,000. Any increase to the Aggregate Commitment pursuant to clause (a) of the first sentence of this Section 2.8 shall become effective upon the execution of a New Lender Supplement in the form of Exhibit G-1 hereto by the Borrower, Lead Agents and relevant new Lender or Lenders hereunderand any increase to the Aggregate Commitment pursuant to clause (b) of the first sentence of this Section 2.8 shall become effective upon the execution of a Commitment Increase Supplement in the form of Exhibit G-2 hereto, executed by the Borrower, the Lead Agents and the increasing Lender or Lenders. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing shall forward copies of any such supplement to the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed promptly upon by the Administrative Agent and the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. On the effective date of an increase, all outstanding Obligations under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitmentsreceipt thereof.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
Appears in 1 contract
Samples: 364 Day Credit Agreement (Lci International Inc /Va/)
Increase in Commitments. The Borrowers may request an increase in Commitments Prior to the Maturity Date and upon at least 45 days’ prior written notice to the Administrative Agent (which notice shall be promptly transmitted by the Administrative Agent to each Lender), the Borrower shall have the revocable right, from time to time upon notice during the term of this Agreement and subject to the Administrative Agentterms and conditions set forth below, so long as to increase the aggregate amount of the Aggregate Commitments; provided that (Aa) no Default or Event of Default existsshall exist at the time of the request or the proposed increase in the Aggregate Commitments, (Bb) the requested any such increase is must be in a minimum amount of $7,500,000 (plus any increment 25,000,000 and in integral multiples of $2,500,000 in excess thereof5,000,000 above such amount, (c) and is offered on the same terms as existing Commitments, except for a closing fee specified by sum of any increases to the Borrowers, and (C) increases under Revolving Loan Commitment during the term of this subclause do Agreement shall not exceed THREE HUNDRED MILLION DOLLARS ($15,000,000 in the aggregate and 300,000,000), (d) no more than two (2) increases are made. The Administrative Agent shall promptly notify the Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested individual Lender’s Commitment increase, no Lender shall may be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion of increased without such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. If ’s written consent, (e) the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders Borrower shall execute and deliver such documents and agreements Note(s) as the Administrative Agent deems appropriate are necessary to evidence reflect the increase in the respective Commitments, (f) Schedule 1.1 shall be amended to reflect the revised Commitments and allocations revised Applicable Percentages of Commitments. On the effective date Lenders and (g) if any Loans are outstanding at the time of an increaseincrease in the Aggregate Commitments, all the Borrower will prepay (provided that any such prepayment shall not be subject to any minimum amount of prepayment or any requirements regarding pro rata repayments but shall be subject to Section 3.5) one or more existing Loans in an amount necessary such that after giving effect to the increase in the Aggregate Commitments each Lender will hold its pro rata share (based on its share of the revised Aggregate Commitments) of outstanding Obligations under Loans. Any such increase in the Aggregate Commitments shall apply, at the option of the Borrower, to (x) the Commitment of one or more existing Lenders; provided that any Lender whose Commitment is being increased must consent in writing thereto and if more than one Lender wishes to participate then such increase shall be reallocated allocated pro rata among such Lenders (based on the Lendersamount that each such Lender was willing to increase its Commitment) and/or (y) a new Commitment for one or more institutions that is not an existing Lender so long as such institution (A) conforms to the definition of Eligible Assignee, and settled (B) is approved by the Administrative Agent if necessary(such approval not to be unreasonably withheld or delayed), (C) receives a Commitment of at least $5,000,000 and (D) becomes a Lender under this Agreement by execution and delivery of an appropriate joinder agreement or of counterparts to this Agreement in accordance with Lenders’ adjusted shares of such Commitments.
(c) Annex A a manner acceptable to the Credit Agreement, Definitions, is hereby amended Borrower and the Administrative Agent. This Section shall supersede any provisions in Section 2.13 or 10.6 to add the following definitions in proper alphabetical sequence therein:contrary.
Appears in 1 contract
Increase in Commitments. The Subject to Section 2.1.8(b)(vii), Borrowers may request an increase in Commitments from time to time upon notice to the Administrative Agent, so as long as (A) no Default or Event of Default exists, (Ba) the requested increase is in a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) 10,000,000 and is offered on the same terms as existing Commitments, except for a any closing fee specified by the Borrowersto which Borrowers agree, and (Cb) increases under this subclause Section do not exceed $15,000,000 250,000,000 in the aggregate aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and no more than two (2d) increases are madethe requested increase does not cause the Commitments to exceed 90% of any applicable cap under any Subordinated Debt agreement. The Administrative Agent shall promptly notify the Lenders of the requested increase and, within ten (10) 10 Business Days thereafter, each Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion of such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, in consultation with Borrowers, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 6.2 are satisfied and a successful syndication of the requested increasesatisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ Borrower Agent, but no later than thirty (30) 45 days following the Borrowers’ ' increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. On the effective date of an increase, all outstanding Loans, LC Obligations and other exposures under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ ' adjusted shares of such Commitments.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
Appears in 1 contract
Increase in Commitments. The Borrowers may Administrative Borrower shall have the right upon one or more occasions by written notice to the Administrative Agent (a “Commitment Increase Notice”) to request an increase in Commitments from the aggregate Commitment (the amount of increase requested on any occasion being referred to herein as the “Increase Amount”), in an aggregate amount of up to US$150,000,000 for all such increases, to a maximum aggregate Commitment of US$1,000,000,000 (less the aggregate amount of any Commitment reductions pursuant to Section 2.8); provided that at the time to of the Commitment Increase Notice and at the time upon notice to the Administrative Agent, so long as such request would become effective (Ai) no Default or Event of Default exists, (B) the requested increase is in a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) has occurred and is offered on continuing or would exist after giving effect to such increase in the same terms as existing Commitments, except for a closing fee specified by the BorrowersCommitment, and (Cii) increases under this subclause do not exceed $15,000,000 the Administrative Borrower will be in pro forma compliance with the covenant in Section 6.7 after giving effect to any funding in connection with such increase in the aggregate and no more than two (2) increases are madeCommitment. The Commitment Increase Notice shall be delivered by the Administrative Agent shall promptly notify to the Lenders of and shall specify a time period selected by the Administrative Borrower within which each Lender is requested increase and, within to respond to such Commitment Increase Notice (which shall in no event be less than ten (10) Business Days thereafter, each from the date of delivery of such Commitment Increase Notice to the Lenders). Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of Commitment and, if so, the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion amount of such Lenderincrease. Any such Lender not responding within such time period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunderincrease its Commitment. The Administrative Agent may allocate, in its reasonable discretion, shall notify the increased Commitments among committing Administrative Borrower and each Lender of such other Lender’s responses to each request made hereunder. After the Lenders and, if necessary, Eligible Assignees. Provided expiration of the conditions time period set forth in Section 8.2 are satisfied and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (Commitment Increase Notice or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon receipt by the Administrative Agent of responses to the Commitment Increase Notice from each of the Lenders, then the Administrative Borrower may, to achieve the full amount of the requested increase in the Commitments, invite one or more other Persons (other than individuals) (an “Additional Lender”) that have agreed to provide all or any portion of the Increase Amount and that are acceptable to each of the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, Swingline Lender and Issuing Bank (such consent not to be unreasonably withheld or delayed) (it being agreed that any Lender as of the Borrowersdate of the Commitment Increase Notice would be acceptable) and such Persons may be admitted as a Lender party to this Agreement in accordance with the provisions of Section 10.4(e). None of the Administrative Agent, and Lead Arranger or any other Lender shall have any obligation or other commitment to provide all or any portion of the new and existing Lenders Increase Amount. No consent of any Lender (other than any Lender providing a portion of the Increase Amount) shall execute and deliver be required to give effect to the Increase Amount. Any such documents and agreements as increase in the Commitment shall become effective upon written notice by the Administrative Agent deems appropriate (which shall be promptly delivered by the Administrative Agent) to evidence the increase in Administrative Borrower and allocations of Commitments. On the Lenders specifying the effective date of an increasesuch increase in Commitment, together with a revised Schedule 2.1 stating the new Commitment, and, in respect thereof, the Commitment of each Additional Lender, the respective continuing Commitment of the other Lenders and the new Revolving Credit Exposure of the Lenders. Upon the effective date of the increased Commitment, each Additional Lender shall make all (if any) such payments to the Administrative Agent for distribution to the other Lenders as may be necessary to result in the respective Revolving Loans held by such Additional Lender and the other Lenders being equal to such applicable Lender’s Applicable Percentage of the aggregate principal amount of all Revolving Loans outstanding Obligations under as of such date. The Administrative Borrower hereby agrees that any Additional Lender so paying any such amount to the Commitments other Lenders pursuant to the preceding sentence shall be reallocated among entitled to all the Lendersrights of a Lender having Commitments hereunder in respect of such amounts, that such payments to such other Lenders shall thereafter constitute Revolving Loans made by such Additional Lender hereunder and settled that such Additional Lender may exercise all of its right of payment with respect to such amounts as fully as if such Additional Lender had initially advanced to the Administrative Borrower directly the amount of such payments. If any such adjustment payments pursuant to the preceding sentences of this Section 2.22 are made by an Additional Lender to other Lenders at a time other than the end of an Interest Period in the case of all or any portion of Revolving Loans constituting Eurocurrency Loans, CDOR Rate Loans or EURIBOR Loans, the Administrative Borrower shall pay to each of the Lenders receiving any such payment, at the time that such payment is made pursuant to this Section 2.22, the amount that would be required to be paid by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of Borrower pursuant to Section 2.15 had such Commitmentspayments been made directly by the Administrative Borrower.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
Appears in 1 contract
Increase in Commitments. The Borrowers may Following the Effective Date, the Administrative Borrower shall have the right upon one or more occasions by written notice to the Administrative Agent (a “Commitment Increase Notice”) to request an increase in Commitments from the aggregate Commitment (the amount of increase requested on any occasion being referred to herein as the “Increase Amount”), in an aggregate amount of up to US$250,000,000 for all such increases, to a maximum aggregate Commitment of US$1,250,000,000 (less the aggregate amount of any Commitment reductions pursuant to Section 2.8); provided that at the time to of the Commitment Increase Notice and at the time upon notice to the Administrative Agent, so long as such request would become effective (Ai) no Default or Event of Default exists, (B) the requested increase is in a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) has occurred and is offered on continuing or would exist after giving effect to such increase in the same terms as existing Commitments, except for a closing fee specified by the BorrowersCommitment, and (Cii) increases under this subclause do not exceed $15,000,000 the Administrative Borrower will be in pro forma compliance with the covenant in Section 6.7 after giving effect to any funding in connection with such increase in the aggregate and no more than two (2) increases are madeCommitment. The Commitment Increase Notice shall be delivered by the Administrative Agent shall promptly notify to the Lenders of and shall specify a time period selected by the Administrative Borrower within which each Lender is requested increase and, within to respond to such Commitment Increase Notice (which shall in no event be less than ten (10) Business Days thereafter, each from the date of delivery of such Commitment Increase Notice to the Lenders). Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of Commitment and, if so, the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion amount of such Lenderincrease. Any such Lender not responding within such time period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunderincrease its Commitment. The Administrative Agent may allocate, in its reasonable discretion, shall notify the increased Commitments among committing Administrative Borrower and each Lender of such other Lender’s responses to each request made hereunder. After the Lenders and, if necessary, Eligible Assignees. Provided expiration of the conditions time period set forth in Section 8.2 are satisfied and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (Commitment Increase Notice or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon receipt by the Administrative Agent of responses to the Commitment Increase Notice from each of the Lenders, then the Administrative Borrower may, to achieve the full amount of the requested increase in the Commitments, invite one or more other Persons (other than individuals) (an “Additional Lender”) that have agreed to provide all or any portion of the Increase Amount and that are acceptable to each of the Borrowers’ Administrative Agent, but no later than thirty Swingline Lender and Issuing Bank (30such consent not to be unreasonably withheld or delayed) days following (it being agreed that any Lender as of the Borrowers’ increase requestdate of the Commitment Increase Notice would be acceptable) and such Persons may be admitted as a Lender party to this Agreement in accordance with the provisions of Section 10.4(e). The None of the Administrative Agent, the Borrowers, and joint lead arrangers or any other Lender shall have any obligation or other commitment to provide all or any portion of the new and existing Lenders Increase Amount. No consent of any Lender (other than any Lender providing a portion of the Increase Amount) shall execute and deliver be required to give effect to the Increase Amount. Any such documents and agreements as increase in the Commitment shall become effective upon written notice by the Administrative Agent deems appropriate (which shall be promptly delivered by the Administrative Agent) to evidence the increase in Administrative Borrower and allocations of Commitments. On the Lenders specifying the effective date of an increasesuch increase in Commitment, together with a revised Schedule 2.1 stating the new Commitment, and, in respect thereof, the Commitment of each Additional Lender, the respective continuing Commitment of the other Lenders and the new Revolving Credit Exposure of the Lenders. Upon the effective date of the increased Commitment, each Additional Lender shall make all (if any) such payments to the Administrative Agent for distribution to the other Lenders as may be necessary to result in the respective Revolving Loans held by such Additional Lender and the other Lenders being equal to such applicable Lender’s Applicable Percentage of the aggregate principal amount of all Revolving Loans outstanding Obligations under as of such date. The Administrative Borrower hereby agrees that any Additional Lender so paying any such amount to the Commitments other Lenders pursuant to the preceding sentence shall be reallocated among entitled to all the Lendersrights of a Lender having Commitments hereunder in respect of such amounts, that such payments to such other Lenders shall thereafter constitute Revolving Loans made by such Additional Lender hereunder and settled that such Additional Lender may exercise all of its right of payment with respect to such amounts as fully as if such Additional Lender had initially advanced to the Administrative Borrower directly the amount of such payments. If any such adjustment payments pursuant to the preceding sentences of this Section 2.22 are made by an Additional Lender to other Lenders at a time other than the end of an Interest Period in the case of all or any portion of Revolving Loans constituting Eurocurrency Loans, CDOR Rate Loans or EURIBOR Loans, the Administrative Borrower shall pay to each of the Lenders receiving any such payment, at the time that such payment is made pursuant to this Section 2.22, the amount that would be required to be paid by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of Borrower pursuant to Section 2.15 had such Commitmentspayments been made directly by the Administrative Borrower.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
Appears in 1 contract
Increase in Commitments. The Borrowers may Administrative Borrower shall have the right upon one or more occasions by written notice to the Administrative Agent (a “Commitment Increase Notice”) to request an increase in Commitments from the aggregate Commitment (the amount of increase requested on any occasion being referred to herein as the “Increase Amount”), in an aggregate amount of up to US$150,000,000 for all such increases, to a maximum aggregate Commitment of US$450,000,000 (less the aggregate amount of any Commitment reductions pursuant to Section 2.8); provided that at the time to of the Commitment Increase Notice and at the time upon notice to the Administrative Agent, so long as such request would become effective (Ai) no Default or Event of Default exists, (B) the requested increase is in a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) has occurred and is offered on continuing or would exist after giving effect to such increase in the same terms as existing Commitments, except for a closing fee specified by the BorrowersCommitment, and (Cii) increases under this subclause do not exceed $15,000,000 the Administrative Borrower will be in pro forma compliance with the covenant in Section 6.7 after giving effect to any funding in connection with such increase in the aggregate and no more than two (2) increases are madeCommitment. The Commitment Increase Notice shall be delivered by the Administrative Agent shall promptly notify to the Lenders of and shall specify a time period selected by the Administrative Borrower within which each Lender is requested increase and, within to respond to such Commitment Increase Notice (which shall in no event be less than ten (10) Business Days thereafter, each from the date of delivery of such Commitment Increase Notice to the Lenders). Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of Commitment and, if so, the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion amount of such Lenderincrease. Any such Lender not responding within such time period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunderincrease its Commitment. The Administrative Agent may allocate, in its reasonable discretion, shall notify the increased Commitments among committing Administrative Borrower and each Lender of such other Lender’s responses to each request made hereunder. After the Lenders and, if necessary, Eligible Assignees. Provided expiration of the conditions time period set forth in Section 8.2 are satisfied and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (Commitment Increase Notice or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon receipt by the Administrative Agent of responses to the Commitment Increase Notice from each of the Lenders, then the Administrative Borrower may, to achieve the full amount of the requested increase in the Commitments, invite one or more other Persons (other than individuals) (an “Additional Lender”) that have agreed to provide all or any portion of the Increase Amount and that are acceptable to each of the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, Swingline Lender and Issuing Bank (such consent not to be unreasonably withheld or delayed) (it being agreed that any Lender as of the Borrowersdate of the Commitment Increase Notice would be acceptable) and such Persons may be admitted as a Lender party to this Agreement in accordance with the provisions of Section 10.4(e). None of the Administrative Agent, and Lead Arranger or any other Lender shall have any obligation or other commitment to provide all or any portion of the new and existing Lenders Increase Amount. No consent of any Lender (other than any Lender providing a portion of the Increase Amount) shall execute and deliver be required to give effect to the Increase Amount. Any such documents and agreements as increase in the Commitment shall become effective upon written notice by the Administrative Agent deems appropriate (which shall be promptly delivered by the Administrative Agent) to evidence the increase in Administrative Borrower and allocations of Commitments. On the Lenders specifying the effective date of an increasesuch increase in Commitment, together with a revised Schedule 2.1 stating the new Commitment, and, in respect thereof, the Commitment of each Additional Lender, the respective continuing Commitment of the other Lenders and the new Revolving Credit Exposure of the Lenders. Upon the effective date of the increased Commitment, each Additional Lender shall make all (if any) such payments to the Administrative Agent for distribution to the other Lenders as may be necessary to result in the respective Revolving Loans held by such Additional Lender and the other Lenders being equal to such applicable Lender’s Applicable Percentage of the aggregate principal amount of all Revolving Loans outstanding Obligations under as of such date. The Administrative Borrower hereby agrees that any Additional Lender so paying any such amount to the Commitments other Lenders pursuant to the preceding sentence shall be reallocated among entitled to all the Lendersrights of a Lender having Commitments hereunder in respect of such amounts, that such payments to such other Lenders shall thereafter constitute Revolving Loans made by such Additional Lender hereunder and settled that such Additional Lender may exercise all of its right of payment with respect to such amounts as fully as if such Additional Lender had initially advanced to the Administrative Borrower directly the amount of such payments. If any such adjustment payments pursuant to the preceding sentences of this Section 2.22 are made by an Additional Lender to other Lenders at a time other than the end of an Interest Period in the case of all or any portion of Revolving Loans constituting Eurocurrency Loans, CDOR Rate Loans or EURIBOR Loans, the Administrative Borrower shall pay to each of the Lenders receiving any such payment, at the time that such payment is made pursuant to this Section 2.22, the amount that would be required to be paid by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of Borrower pursuant to Section 2.15 had such Commitmentspayments been made directly by the Administrative Borrower.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
Appears in 1 contract
Increase in Commitments. The Borrowers may request an increase in Commitments Borrower may, from time to time upon notice time, on any Business Day prior to the date that is six (6) months prior to the Scheduled Termination Date, increase the aggregate amount of the Commitments by delivering a request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative AgentAgent (a “Commitment Amount Increase Request”) at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”). Such Commitment Amount Increase Request shall identify the requested additional Commitments from existing Lender(s), so long Eligible Assignees proposed as new Lenders or a combination of existing Lenders and Eligible Assignees proposed as new Lenders (Athe “Increasing Lenders”). Any Commitment Amount Increase shall be subject to the following conditions: (i) the Commitments shall not be increased to an amount greater than $200,000,000 in the aggregate, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000, (iii) no Default or Event of Default exists, (B) the requested increase is in a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) shall have occurred and is offered be continuing on the same terms as existing Commitments, except for a closing fee specified by date of the BorrowersCommitment Amount Increase Request or the effective date of the Commitment Amount Increase, and (Civ) increases under this subclause do all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not exceed $15,000,000 already qualified by materiality or Material Adverse Effect, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such date). The effective date of the Commitment Amount Increase shall be as set forth in the aggregate and no more than two (2) increases are maderelated Commitment Amount Increase Request. The Administrative Agent Upon the effectiveness thereof, the Increasing Lenders shall promptly notify the Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Administrative Agent if and advance Loans in an amount sufficient such that after giving effect to what extent such Lender commits to increase its Commitment. Although advance each Lender shall have a right outstanding its Percentage of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender Loans. It shall be obligated a condition to commit to increase its Commitment, which decision shall be made in such effectiveness that if any Eurodollar Loans are outstanding on the sole discretion date of such Lender. Any Lender not responding within effectiveness, such period Eurodollar Loans shall be deemed to have declined an increase. If be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders fail pursuant to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. On the effective date of an increase, all outstanding Obligations under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:1.11
Appears in 1 contract
Increase in Commitments. The Borrowers may request an increase in Commitments from time to time Provided there exists no Default, upon notice to the Administrative Agent, so long as Agent (A) no Default or Event of Default exists, (B) the requested increase is in a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, and (C) increases under this subclause do not exceed $15,000,000 in the aggregate and no more than two (2) increases are made. The Administrative Agent which shall promptly notify the Lenders Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $250,000,000 (and provided that, in any event, the Aggregate Commitments shall not exceed $1,000,000,000 at any time). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested increase and, within to respond (which shall in no event be less than ten (10) Business Days thereafter, each from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of the such requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion of such Lender. Any Lender not responding within such time period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunderincrease its Commitment. The Administrative Agent may allocate, in its reasonable discretion, shall notify the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied Borrower and a successful syndication each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and Eligible Assignees) on a date agreed upon by substance satisfactory to the Administrative Agent and the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase requestits counsel. The Administrative Agent, Borrower’s ability to increase the Borrowers, and Aggregate Commitments under this Section 2.16 shall be subject to syndication of the new and existing Lenders amount of the increase in the Aggregate Commitments. Borrower shall execute and deliver such amendments to the Loan Documents and other documents and agreements as the Administrative Agent deems appropriate certificates, including, but not limited to evidence the increase a new Note in favor of any existing Lender and allocations of Commitments. On the effective date of an increase, all outstanding Obligations under the Commitments shall be reallocated among the Lendersany additional Eligible Assignee, and settled shall pay such additional upfront fees, arrangement fees and other fees, as may be required by the Administrative Agent if necessaryAgent, in accordance with Lenders’ adjusted shares of the Lenders or such Commitmentsadditional Eligible Assignees or by financial market conditions to effect such increase.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
Appears in 1 contract
Increase in Commitments. The Borrowers may request an increase in Commitments Borrower may, from time to time upon notice time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative AgentAgent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, so long as however, that (Ai) the aggregate amount of the Commitments shall not be increased by an amount in excess of $70,000,000, (ii) any Commitment Amount Increase shall be in an amount of not less than $10,000,000, (iii) no Default or Event of Default exists, (B) shall have occurred and be continuing at the requested increase is in a minimum amount time of $7,500,000 (plus any increment the request or the effective date of $2,500,000 in excess thereof) and is offered on the same terms as existing Commitments, except for a closing fee specified by the BorrowersCommitment Amount Increase, and (Civ) increases under this subclause do all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects where not exceed $15,000,000 already qualified by materiality or Material Adverse Effect, otherwise in all respects at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects where not already qualified by materiality or Material Adverse Effect, otherwise in all respects as of such date). The effective date of the Commitment Amount Increase shall be as set forth in the aggregate and no more than two related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (2or, if applicable, existing Lender(s)) increases are made. The Administrative Agent shall promptly notify the Lenders of the requested increase and, within ten (10) Business Days thereafter, advance Loans in an amount sufficient such that after giving effect to its advance each Lender shall notify have outstanding its Percentage of Loans. It shall be a condition to such effectiveness that (i) if any Eurodollar Loans are outstanding on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof and (ii) the Borrower shall not have previously terminated any portion of the Commitments pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent if relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower. Notwithstanding anything herein to what extent such the contrary, no Lender commits shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion of such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. On the effective date of an increase, all outstanding Obligations under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
Appears in 1 contract
Samples: Credit Agreement (Monmouth Real Estate Investment Corp)
Increase in Commitments. The Borrowers may request an increase in Commitments from time to time upon notice to the Administrative Agent, so long as (A) no Default or Event of Default exists, (B) the requested increase is in a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, and (C) after the Third Amendment Date, increases under this subclause do not exceed $15,000,000 50,000,000 in the aggregate (increasing the aggregate Commitments to no more than $220,000,000) and no more than two three (23) increases are made. The Administrative Agent shall promptly notify the Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion of such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ ' Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ ' Agent, but no later than thirty (30) days following the Borrowers’ ' increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. On the effective date of an increase, all outstanding Obligations under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ ' adjusted shares of such Commitments.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
Appears in 1 contract
Samples: Credit Agreement (Kforce Inc)
Increase in Commitments. The Borrowers may request an increase in Commitments Borrower may, from time to time upon notice time, on any Business Day prior to the date that is six (6) months prior to the Scheduled Termination Date, increase the aggregate amount of the Commitments by delivering a request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative AgentAgent (a “Commitment Amount Increase Request”) at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”). Such Commitment Amount Increase Request shall identify the requested additional Commitments from existing Lender(s), so long Eligible Assignees proposed as new Lenders or a combination of existing Lenders and Eligible Assignees proposed as new Lenders (Athe “Increasing Lenders”). Any Commitment Amount Increase shall be subject to the following conditions: (i) the Commitments shall not be increased to an amount greater than $250,000,000 in the aggregate, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000, (iii) no Default or Event of Default exists, (B) the requested increase is in a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) shall have occurred and is offered be continuing on the same terms as existing Commitments, except for a closing fee specified by date of the BorrowersCommitment Amount Increase Request or the effective date of the Commitment Amount Increase, and (Civ) increases under this subclause do all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not exceed $15,000,000 already qualified by materiality or Material Adverse Effect, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such date). The effective date of the Commitment Amount Increase shall be as set forth in the aggregate and no more than two (2) increases are maderelated Commitment Amount Increase Request. The Administrative Agent Upon the effectiveness thereof, the Increasing Lenders shall promptly notify the Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Administrative Agent if and advance Loans in an amount sufficient such that after giving effect to what extent such Lender commits to increase its Commitment. Although advance each Lender shall have a right outstanding its Percentage of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender Loans. It shall be obligated a condition to commit to increase its Commitment, which decision shall be made in such effectiveness that if any Eurodollar Loans are outstanding on the sole discretion date of such Lender. Any Lender not responding within effectiveness, such period Eurodollar Loans shall be deemed to have declined an increase. If be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders fail pursuant to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. On the effective date of an increase, all outstanding Obligations under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:1.11
Appears in 1 contract
Increase in Commitments. The Borrowers Borrower may request an increase in Commitments from time to time upon notice time, on any Business Day after the Effective Date and prior to the Administrative Agent, Termination Date so long as (A) no Default or Event of Default exists, increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request at least five Business Days prior to the desired effective date of such increase (Bthe “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the requested increase is in a minimum aggregate amount of the Revolving Credit Commitments shall not at any time exceed $7,500,000 (plus any increment of $2,500,000 in excess thereof) and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers550,000,000, and (Cii) increases under this subclause do not exceed $15,000,000 in any increase of the aggregate and no more amount of the Revolving Credit Commitments shall be in an amount not less than two (2) increases are made$25,000,000. The effective date of any Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall promptly notify advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.12) of the outstanding Loans and L/C Obligations to the Lenders of providing the requested increase andCommitment Amount Increase so that, within ten (10) Business Days thereafterafter giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall notify be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrower pays any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrower shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.6 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent if and relating to what extent such Lender commits any Commitment Amount Increase. Notwithstanding anything herein to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested Commitment increasecontrary, no Lender shall be obligated to commit have any obligation to increase its Commitment, which decision shall be made in the sole discretion of such Revolving Credit Commitment and no Lender. Any Lender not responding within such period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication of the requested increase, total Commitments ’s Revolving Credit Commitment shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, the Borrowerswithout its consent thereto, and the new each Lender may at its option, unconditionally and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate without cause, decline to evidence the increase in and allocations of Commitments. On the effective date of an increase, all outstanding Obligations under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitmentsits Revolving Credit Commitment.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
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Samples: Multicurrency Credit Agreement (Gallagher Arthur J & Co)
Increase in Commitments. The Subject to Section 2.1.8(b)(vii), Borrowers may request an increase in Commitments from time to time upon notice to the Administrative Agent, so as long as (A) no Default or Event of Default exists, (Ba) the requested increase is in a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) 10,000,000 and is offered on the same terms as existing Commitments, except for a any closing fee specified by the Borrowersto which Borrowers agree, and (Cb) increases under this subclause Section do not exceed $15,000,000 250,000,000 in the aggregate aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and no more than two (2d) increases are madethe requested increase does not cause the Commitments to exceed 90% of any applicable cap under any Subordinated Debt agreement. The Administrative Agent shall promptly notify the Lenders of the requested increase and, within ten (10) 10 Business Days thereafter, each Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion of such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, in consultation with Borrowers, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 6.2 are satisfied and a successful syndication of the requested increasesatisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ Borrower Agent, but no later than thirty (30) 45 days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. On the effective date of an increase, all outstanding Obligations the Revolver Usage and other exposures under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
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Increase in Commitments. The Borrowers may request an increase in Commitments Borrower may, from time to time upon notice time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative AgentAgent at least five (5) Business Days prior to the desired effective date of such increase (each such increase, so long as a “Commitment Amount Increase”) identifying one or more additional Lenders (Aor additional Commitments provided by existing Lender(s) or by a combination of existing Lenders and additional Lenders (each such Lender providing (or increasing) its Commitment pursuant to any Commitment Amount Increase, a “Commitment Amount Increase Lender”)) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the aggregate amount of increases in the Commitments from and after the Closing Date shall not exceed $435,000,000, and the aggregate Commitments after all such increases shall not exceed $1,250,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000, (iii) no Default or Event of Default existsshall have occurred and be continuing at the time of the request or the effective date of such Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such date). The effective date of a Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness of any Commitment Amount Increase, (i) each Lender hereunder immediately prior to the effectiveness of such Commitment Amount Increase will automatically and without further act be deemed to have assigned to each relevant Commitment Amount Increase Lender, and each relevant Commitment Amount Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans, if applicable, such that, after giving effect to each deemed assignment and assumption of participations, all of the Lenders’ (including each Commitment Amount Increase Lender) (A) participations hereunder in Letters of Credit and (B) the requested increase is participations hereunder in Swing Loans shall be held on a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) and is offered pro rata basis on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, and basis of their respective Commitments (C) increases under this subclause do not exceed $15,000,000 after giving effect to any increase in the aggregate Commitments pursuant to this Section 1.15) and no more than two (2ii) increases are made. The Administrative Agent shall promptly notify the Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify hereunder immediately prior to the Administrative Agent if and to what extent such Lender commits to increase its Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion effectiveness of such Lender. Any Lender not responding within Commitment Amount Increase will automatically and without further act be deemed to have assigned Loans to the other Lenders (including the Commitment Amount Increase Lenders), and such period other Lenders (including the Commitment Amount Increase Lenders) shall be deemed to have declined an increase. If purchased such Loans, in each case to the extent necessary so that all of the Lenders fail participate in each outstanding borrowing of Loans pro rata on the basis of their respective Commitment (after giving effect to commit any Commitment Amount Increase pursuant to this Section 1.15); it being understood and agreed that the minimum borrowing, pro rata borrowing, pro rata payment and funding indemnity requirements contained elsewhere in this Agreement shall not apply to the full requested increase, subject transactions effected pursuant to approval by the Borrowers’ Agent (which approval immediately preceding sentence. It shall be a condition to such effectiveness that the Borrower shall not be unreasonably withheld), Eligible Assignees may issue additional have previously terminated any portion of the Commitments and become Lenders hereunderpursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in relating to any Commitment Amount Increase pursuant to Section 8.2 are satisfied 12.15 and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date arrangement fees related thereto as agreed upon by the between Administrative Agent and the Borrowers’ AgentBorrower in that certain fee letter dated September 1, but 2021. Notwithstanding anything herein to the contrary, no later than thirty (30) days following the Borrowers’ Lender shall have any obligation to increase request. The Administrative Agent, the Borrowersits Commitment and no Lender’s Commitment shall be increased without its consent thereto, and the new each Lender may at its option, unconditionally and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate without cause, decline to evidence the increase in and allocations of Commitments. On the effective date of an increase, all outstanding Obligations under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitmentsits Commitment.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
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Increase in Commitments. The Borrowers may request an increase in Commitments Borrower may, from time to time upon notice time, on any Business Day prior to the Revolving Credit Termination Date or Term Credit Maturity Date, as applicable, increase the aggregate amount of the Revolving Credit Commitments or establish one or more new term loan commitments (any such new term loan commitment, an “Incremental Term Loan Commitment”), respectively, by delivering a commitment amount increase or incremental term loan request, as applicable, substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative AgentAgent at least five (5) Business Days prior to the desired effective date of such increase (the “Revolving Credit Commitment Amount Increase”) or new term loan, so long as applicable, identifying one or more additional Lenders (Aor additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment or Incremental Term Loan Commitment (or additional amount of its Revolving Credit Commitment); provided, however, that (i) the aggregate amount of increases in the Revolving Credit Commitments and new Incremental Term Loan Commitments shall not be increased by an amount in excess of $100,000,000, (ii) any Revolving Credit Commitment Amount Increase or new Incremental Term Loan Commitment, as applicable, shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default existsshall have occurred and be continuing at the time of the request or the effective date of the Revolving Credit Commitment Amount Increase or individual Incremental Term Loan Commitment, (B) the requested increase is in a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowersapplicable, and (Civ) increases under this subclause do all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects where not exceed $15,000,000 already qualified by materiality or Material Adverse Effect, otherwise in all respects at the time of such request and on the effective date of such Revolving Credit Commitment Amount Increase or of any new Incremental Term Loan Commitment (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects where not already qualified by materiality or Material Adverse Effect, otherwise in all respects as of such date). The effective date of the Revolving Credit Commitment Amount Increase or new Incremental Term Loan Commitment, as applicable, shall be as set forth in the aggregate and no more than two related commitment amount increase or new incremental term loan request. Upon the effectiveness of a Revolving Credit Commitment Amount Increase, the new Revolving Lender(s) (2or, if applicable, existing Revolving Lender(s)) increases shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Revolving Lender shall have outstanding its Percentage of Revolving Loans. In connection with any Revolving Credit Commitment Amount Increase, to the extent any Revolving Loans are maderepaid to an existing Revolving Lender in connection with the rebalancing of the outstanding Revolving Loans, the Borrower shall pay any amounts owing to such Lenders pursuant to Section 1.11 hereof (unless any Lender owed any such amount waives such amount due by notice to the Administrative Agent). The Administrative Agent shall promptly notify Revolving Credit Commitments may not be increased if the Lenders Borrower has previously terminated any portion of the requested increase andRevolving Credit Commitments pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented, within ten (10) Business Days thereafter, each Lender shall notify out-of-pocket expenses of the Administrative Agent if relating to any Revolving Credit Commitment Amount Increase or Incremental Term Loan Commitment and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower. Notwithstanding anything herein to what extent such the contrary, (x) no Lender commits shall have any obligation to increase its Revolving Credit Commitment or to provide any Incremental Term Loan Commitment and no Revolving Lender’s Revolving Credit Commitment shall be increased and no Lender will be required to provide an Incremental Term Loan Commitment without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment or to provide an Incremental Term Loan Commitment. Although each , (y) such declining Lender shall have a no consent right of first refusal with respect to obtain a Pro Rata Share of the requested such Revolving Credit Commitment increaseAmount Increase or such Incremental Term Loan Commitment, no as applicable, and (z) any new Lender shall be obligated acceptable to commit the Administrative Agent (to increase its Commitmentthe extent the consent of the Administrative Agent would be required in connection with an assignment to such new Lender under Section 12.12(a)(iii) hereof) with such consent not to be unreasonably withheld or delayed. Upon the effectiveness thereof, which decision shall be made in the sole discretion of such Lender. Any Lender not responding within such period Schedule 1 shall be deemed amended to have declined reflect any Revolving Credit Commitment Amount Increase and any Incremental Term Loan Commitment, as applicable. Subject to Section 7.1 hereof, on the effective date of any new Incremental Term Loan Commitments, any new or existing Lender with an increase. If Incremental Term Loan Commitment shall advance in a single Borrowing an Incremental Term Loan in the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunderamount of its new Incremental Term Loan Commitment. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied and a successful syndication of the Borrower shall deliver or cause to be delivered any documents reasonably requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent in connection with any such transaction and the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. On the effective date of an increase, all outstanding Obligations under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance consistent with Lenders’ adjusted shares of such CommitmentsSection 7.2 hereof.
(c) Annex A to the Credit Agreement, Definitions, is hereby amended to add the following definitions in proper alphabetical sequence therein:
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Samples: Credit Agreement (Monmouth Real Estate Investment Corp)
Increase in Commitments. The Borrowers may request an increase in Commitments from time to time upon notice to the Administrative AgentOn or before November [ ], 2006, so long as (Ai) no Default or Event of Default exists, (B) the requested increase is in a minimum amount of $7,500,000 (plus any increment of $2,500,000 in excess thereof) shall have occurred and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowersbe continuing, and (Cii) increases under this subclause do not exceed $15,000,000 in the aggregate and no more than two proceeds of any Credit Extensions utilizing such increased Commitments are used to construct or acquire new articulated tug-barge vessels (2including the ATB) increases are made. The Administrative Agent shall promptly notify the Lenders of the requested increase andor to fund a Vessel Acquisition, within ten (10iii) Business Days thereafter, each Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Commitment. Although each Lender shall have been offered a right pro rata share of first refusal to obtain a Pro Rata Share such proposed increase, and (iv) on the effective date of the requested Commitment such increase, no LIBO Rate Loans shall be outstanding (or if any LIBO Rate Loans are outstanding, the effective date of such increase shall be the last day of the Interest Period in respect of such LIBO Rate Loans), Borrowers may increase the Term Loan Commitment Amount or the Revolving Commitment Amount, or both (such increase herein the "Greenshoe Increase"), at the Arranger's and the Borrowers' mutual discretion, in an aggregate amount for all such increases of up to $90,000,000. Each Lender shall be obligated to commit have the option, but no Lender shall have any obligation, to increase its CommitmentCommitment hereunder in connection with any such increase. In the event that it is necessary to increase the Applicable Margin in respect of such Greenshoe Increase (herein the "Greenshoe Margin") such that the Applicable Margin on Term Loans would be less than such increased Applicable Margin on the Greenshoe Increase, then the Applicable Margin in respect of the Term Loan shall automatically be deemed increased to the Greenshoe Margin. In the event that any fee (including any upfront fee, or signing fee or any discount to par value) payable to any Lender making a new Commitment or increasing its Commitment as part of the Greenshoe Increase (herein a "Greenshoe Increasing Lender") exceeds 25 basis points on such Lender's share of such Greenshoe Increase, then the Borrowers shall pay to each of the Lenders holding a Term Loan Commitment which decision are not Greenshoe Increasing Lenders an amount equal to the product of (x) such Lender's Term Loan Commitment Amount times (y) the number of basis points by which such fee payable to such Greenshoe Increasing Lenders exceeds 25 basis points (the "Increased Fee"). Such Increased Fee shall be made paid upon the effectiveness of such Greenshoe Increase. If the Borrowers desire to effect a Greenshoe Increase, the Borrowers and the financial institution(s) that the Borrowers propose to become a Lender hereunder, and, if applicable, the existing Lender(s) that the Borrowers propose to increase their existing Commitments shall (subject at all times to the consent of each such financial institution or each such existing Lender, as applicable) execute and deliver to the Administrative Agent a certificate substantially in the sole discretion form of Exhibit N hereto (an "Additional Lender Certificate"). Upon receipt of such Lender. Any Additional Lender not responding within Certificate (1) any such period additional Lender shall be deemed to have declined an increase. If be a party in all respect to this Agreement and the Lenders fail to commit to other Loan Documents as of the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions effective date set forth in Section 8.2 are satisfied such Additional Lender Certificate and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees2) on a date agreed upon by the Administrative Agent and the Borrowers’ Agent, but no later than thirty (30) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. On the effective date of an increaseset forth in such Additional Lender Certificate, all outstanding Obligations under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of any such Commitments.
(c) Annex A Lender party to the Credit AgreementAdditional Lender Certificate shall purchase a pro rata portion of the outstanding Loans (and participation interests in the Letters of Credit) of each of the current Lenders such that the Lenders (including any additional Lender, Definitions, is hereby amended to add if applicable) shall hold their Percentage of the following definitions in proper alphabetical sequence therein:outstanding Loans (and participation interests).
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