Increase in the Term Loan Commitments. (a) The Borrower may, at any time, by written notice to the Administrative Agent, request an increase in the aggregate amount of the Facility (each such increase, an “Incremental Term Loan Increase”) by not more than $25,000,000 to prior to the Incremental Increase Maturity Date (the date of such increase, the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate principal amount of the Facility at any time exceed $95,000,000 in the aggregate, and (ii) on the date of any request by the Borrower for an Incremental Term Loan Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly make available to the Lenders the Borrower notice for an Incremental Term Loan Increase, which notice shall include (i) the proposed amount of such requested Incremental Term Loan Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the an Incremental Term Loan Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Increase Date”). Each Lender that is willing to participate in such requested Incremental Term Loan Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Increase Date of the amount by which it is willing to increase its Commitment in respect of the Facility (the “Proposed Increased Amount”). If the Lenders notify the Administrative Agent in writing that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Incremental Term Loan Increase, the requested Incremental Term Loan Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Incremental Term Loan Increase multiplied by the ratio of each Lender’s Proposed Increased Amount to the aggregate amount of Proposed Increased Amounts. (c) Promptly following each Commitment Increase Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Incremental Term Loan Increase. (d) On each Increase Date, the Commitment of each Increasing Lender for such requested Incremental Term Loan Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; provided, however, that the following conditions precedent shall have been satisfied on or prior to such Increase Date: (i) The following statements shall be true, and the Administrative Agent shall have received, for the account of each Lender, a certificate signed by a Responsible Officer of the Borrower, dated the Increase Date, stating that: 49 26203076.0000000000.8 (A) the representations and warranties of each Loan Party contained in Article IV or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects) on and as of the Increase Date, before and after giving effect to such Incremental Term Loan Increase and the application of the proceeds, if any, therefrom, as though made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 2.17(d), the representations and warranties contained in Section 4.01(g) shall be deemed to refer to the most recent statements furnished pursuant to subsections (b) and (c), respectively, of Section 5.03; and (B) no Default or Event of Default has occurred and is continuing, or would result from the Incremental Term Loan Increase; (ii) the Administrative Agent shall have received, each in form and substance reasonably satisfactory to the Administrative Agent: (A) [reserved]; (B) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent, together with an amended Schedule I hereto as may be necessary for such Schedule I to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower; (C) a certificate as to each Loan Party signed by a Responsible Officer of the Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, as of the Increase Date the conditions specified in clause (d)(i) above have been satisfied; (D) if not previously delivered to the Administrative Agent, copies certified by the secretary or assistant secretary (or other individual performing similar functions) of (x) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Term Loan Increase and (y) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Term Loan Increase; (E) a supplement to this Agreement executed by the Borrower and any Lender providing such Incremental Term Loan Increase which supplement may include such amendments to this Agreement as the Administrative Agent and each Increasing Lender deems reasonably necessary or appropriate to implement the transactions contemplated by this Section 2.17, together with the consent of the Guarantors thereto; (F) if requested by the Administrative Agent or any Increasing Lender, officer’s certificates of the type delivered on the Closing Date and opinions of 50 26203076.0000000000.8
Appears in 1 contract
Increase in the Term Loan Commitments. (a) The Borrower may, at any time, by written notice to the Administrative Agent, request an increase in the aggregate amount of the Facility (each such increase, an “Incremental Term Loan Increase”) by not more than $25,000,000 to prior to the Incremental Increase Maturity Date (the date of such increase, the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate principal amount of the Facility at any time exceed $95,000,000 in the aggregate, and (ii) on the date of any request by the Borrower for an Incremental Term Loan Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied.
(b) The Administrative Agent shall promptly make available to the Lenders the Borrower notice for an Incremental Term Loan Increase, which notice shall include (i) the proposed amount of such requested Incremental Term Loan Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the an Incremental Term Loan Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Increase Date”). Each Lender that is willing to participate in such requested Incremental Term Loan Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Increase Date of the amount by which it is willing to increase its Commitment in respect of the Facility (the “Proposed Increased Amount”). If the Lenders notify the Administrative Agent in writing that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Incremental Term Loan Increase, the requested Incremental Term Loan Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Incremental Term Loan Increase multiplied by the ratio of each Lender’s Proposed Increased Amount to the aggregate amount of Proposed Increased Amounts.
(c) Promptly following each Commitment Increase Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Incremental Term Loan Increase. (d) On each Increase Date, the Commitment of each Increasing Lender for such requested Incremental Term Loan Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; provided, however, that the following conditions precedent shall have been satisfied on or prior to such Increase Date: (i) The following statements shall be true, and the Administrative Agent shall have received, for the account of each Lender, a certificate signed by a Responsible Officer of the Borrower, dated the Increase Date, stating that: 49 26203076.0000000000.8
(A) the representations and warranties of each Loan Party contained in Article IV or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects) on and as of the Increase Date, before and after giving effect to such Incremental Term Loan Increase and the application of the proceeds, if any, therefrom, as though made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 2.17(d), the representations and warranties contained in Section 4.01(g) shall be deemed to refer to the most recent statements furnished pursuant to subsections (b) and (c), respectively, of Section 5.03; and (B) no Default or Event of Default has occurred and is continuing, or would result from the Incremental Term Loan Increase; (ii) the Administrative Agent shall have received, each in form and substance reasonably satisfactory to the Administrative Agent:
(A) [reserved]; (B) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent, together with an amended Schedule I hereto as may be necessary for such Schedule I to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower; (C) a certificate as to each Loan Party signed by a Responsible Officer of the Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, as of the Increase Date the conditions specified in clause (d)(i) above have been satisfied; (D) if not previously delivered to the Administrative Agent, copies certified by the secretary or assistant secretary (or other individual performing similar functions) of (x) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Term Loan Increase and (y) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Term Loan Increase; (E) a supplement to this Agreement executed by the Borrower and any Lender providing such Incremental Term Loan Increase which supplement may include such amendments to this Agreement as the Administrative Agent and each Increasing Lender deems reasonably necessary or appropriate to implement the transactions contemplated by this Section 2.17, together with the consent of the Guarantors thereto; (F) if requested by the Administrative Agent or any Increasing Lender, officer’s certificates of the type delivered on the Closing Date and opinions of 50 26203076.0000000000.8
Appears in 1 contract
Increase in the Term Loan Commitments. (a) The Borrower may, at any time, by written notice to the Administrative Agent, request an increase in the aggregate amount of the Facility (each such increase, an “Incremental Term Loan Increase”) by not more than $25,000,000 to prior to the Incremental Increase Maturity Date (the date of such increase, the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate principal amount of the Facility at any time exceed $95,000,000 in the aggregate, and (ii) on the date of any request by the Borrower for an Incremental Term Loan Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied.
(b) The Administrative Agent shall promptly make available to the Lenders the Borrower notice for an Incremental Term Loan Increase, which notice shall include (i) the proposed amount of such requested Incremental Term Loan Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the an Incremental Term Loan Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Increase Date”). Each Lender that is willing to participate in such requested Incremental Term Loan Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Increase Date of the amount by which it is willing to increase its Commitment in respect of the Facility (the “Proposed Increased Amount”). If the Lenders notify the Administrative Agent in writing that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Incremental Term Loan Increase, the requested Incremental Term Loan Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Incremental Term Loan Increase multiplied by the ratio of each Lender’s Proposed Increased Amount to the aggregate amount of Proposed Increased Amounts.
(c) Promptly following each Commitment Increase Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Incremental Term Loan Increase. .
(d) On each Increase Date, the Commitment of each Increasing Lender for such requested Incremental Term Loan Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; provided, however, that the following conditions precedent shall have been satisfied on or prior to such Increase Date:
(i) The following statements shall be true, and the Administrative Agent shall have received, for the account of each Lender, a certificate signed by a Responsible Officer of the Borrower, dated the Increase Date, stating that: 49 26203076.0000000000.8 :
(A) the representations and warranties of each Loan Party contained in Article IV or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects) on and as of the Increase Date, before and after giving effect to such Incremental Term Loan Increase and the application of the proceeds, if any, therefrom, as though made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 2.17(d), the representations and warranties contained in Section 4.01(g) shall be deemed to refer to the most recent statements furnished pursuant to subsections (b) and (c), respectively, of Section 5.03; and and
(B) no Default or Event of Default has occurred and is continuing, or would result from the Incremental Term Loan Increase; ;
(ii) the Administrative Agent shall have received, each in form and substance reasonably satisfactory to the Administrative Agent:
(A) [reserved]; ;
(B) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent, together with an amended Schedule I hereto as may be necessary for such Schedule I to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower; ;
(C) a certificate as to each Loan Party signed by a Responsible Officer of the Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, as of the Increase Date the conditions specified in clause (d)(i) above have been satisfied; ;
(D) if not previously delivered to the Administrative Agent, copies certified by the secretary or assistant secretary (or other individual performing similar functions) of (x) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Term Loan Increase and (y) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Term Loan Increase; ;
(E) a supplement to this Agreement executed by the Borrower and any Lender providing such Incremental Term Loan Increase which supplement may include such amendments to this Agreement as the Administrative Agent and each Increasing Lender deems reasonably necessary or appropriate to implement the transactions contemplated by this Section 2.17, together with the consent of the Guarantors thereto; ;
(F) if requested by the Administrative Agent or any Increasing Lender, officer’s certificates of the type delivered on the Closing Restatement Effective Date and opinions of 50 26203076.0000000000.8 counsel to the Loan Parties, addressed to the Administrative Agent and the Lenders, covering such matters as reasonably requested by the Administrative Agent;
(G) if requested by any Increasing Lender, a Note executed by the Borrower, payable to such Lender in the amount of its applicable Commitment; and
(iii) upon the reasonable request of any Lender, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, all necessary information in connection with the Patriot Act, the Beneficial Ownership Regulation (including a Beneficial Ownership Certification), “know your customer” requirements, and other customary requirements, not later than five (5) Business Days prior to the Increase Date to the extent such information is requested not later than ten (10) Business Days prior to such date. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d), the Administrative Agent shall notify the Lenders and the Borrower of the occurrence of the Incremental Term Loan Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender on such date and shall update Schedule I to reflect the Incremental Term Loan Commitments of each Increasing Lender.
(e) [Reserved].
(f) [Reserved].
(g) On each Increase Date, each Increasing Lender shall make the amount of its Incremental Term Loan Increase available in accordance with the conditions and procedures set forth in Section 2.02. Notwithstanding anything to the contrary in Section 9.01, the Borrower, each Increasing Lender and the Administrative Agent may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Increasing Lenders, to effect the provisions of this Section 2.17. Each Incremental Term Loan Increase and the related Incremental Term Advances (including, without limitation, with respect to interest rate, fees, use of proceeds, covenants and events of default) shall be identical to terms of the existing Facility.
(h) This Section shall supersede any provisions in Section 2.13 or 9.01 to the contrary.]
Appears in 1 contract
Increase in the Term Loan Commitments. (a) The Borrower may, at any time, by written notice to the Administrative Agent, request an increase in the aggregate amount of the Facility (each such increase, an “Incremental Term Loan Increase”) by not more than $25,000,000 to prior to the Incremental Increase Maturity Date (the date of such increase, the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate principal amount of the Facility at any time exceed $95,000,000 in the aggregate, and (ii) on the date of any request by the Borrower for an Incremental Term Loan Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied.
(b) The Administrative Agent shall promptly make available to the Lenders the Borrower notice for an Incremental Term Loan Increase, which notice shall include (i) the proposed amount of such requested Incremental Term Loan Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the an Incremental Term Loan Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Increase Date”). Each Lender that is willing to participate in such requested Incremental Term Loan Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Increase Date of the amount by which it is willing to increase its Commitment in respect of the Facility (the “Proposed Increased Amount”). If the Lenders notify the Administrative Agent in writing that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Incremental Term Loan Increase, the requested Incremental Term Loan Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Incremental Term Loan Increase multiplied by the ratio of each Lender’s Proposed Increased Amount to the aggregate amount of Proposed Increased Amounts.
(c) Promptly following each Commitment Increase Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Incremental Term Loan Increase. .
(d) On each Increase Date, the Commitment of each Increasing Lender for such requested Incremental Term Loan Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; provided, however, that the following conditions precedent shall have been satisfied on or prior to such Increase Date: :
(i) The following statements shall be true, and the Administrative Agent shall have received, for the account of each Lender, a certificate signed by a Responsible Officer of the Borrower, dated the Increase Date, stating that: 49 26203076.0000000000.8 :
(A) the representations and warranties of each Loan Party contained in Article IV or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects) on and as of the Increase Date, before and after giving effect to such Incremental Term Loan Increase and the application of the proceeds, if any, therefrom, as though made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 2.17(d), the representations and warranties contained in Section 4.01(g) shall be deemed to refer to the most recent statements furnished pursuant to subsections (b) and (c), respectively, of Section 5.03; and and
(B) no Default or Event of Default has occurred and is continuing, or would result from the Incremental Term Loan Increase; ;
(ii) the Administrative Agent shall have received, each in form and substance reasonably satisfactory to the Administrative Agent:
(A) [reserved]; ;
(B) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent, together with an amended Schedule I hereto as may be necessary for such Schedule I to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower; ;
(C) a certificate as to each Loan Party signed by a Responsible Officer of the Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, as of the Increase Date the conditions specified in clause (d)(i) above have been satisfied; ;
(D) if not previously delivered to the Administrative Agent, copies certified by the secretary or assistant secretary (or other individual performing similar functions) of (x) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Term Loan Increase and (y) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Term Loan Increase; ;
(E) a supplement to this Agreement executed by the Borrower and any Lender providing such Incremental Term Loan Increase which supplement may include such amendments to this Agreement as the Administrative Agent and each Increasing Lender deems reasonably necessary or appropriate to implement the transactions contemplated by this Section 2.17, together with the consent of the Guarantors thereto; ;
(F) if requested by the Administrative Agent or any Increasing Lender, officer’s certificates of the type delivered on the Closing Date and opinions of 50 26203076.0000000000.8 counsel to the Loan Parties, addressed to the Administrative Agent and the Lenders, covering such matters as reasonably requested by the Administrative Agent;
(G) if requested by any Increasing Lender, a Note executed by the Borrower, payable to such Lender in the amount of its applicable Commitment; and
(iii) upon the reasonable request of any Lender, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, all necessary information in connection with the Patriot Act, the Beneficial Ownership Regulation (including a Beneficial Ownership Certification), “know your customer” requirements, and other customary requirements, not later than five (5) Business Days prior to the Increase Date to the extent such information is requested not later than ten (10) Business Days prior to such date. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d), the Administrative Agent shall notify the Lenders and the Borrower of the occurrence of the Incremental Term Loan Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender on such date and shall update Schedule I to reflect the Incremental Term Loan Commitments of each Increasing Lender.
(e) [Reserved].
(f) [Reserved].
(g) On each Increase Date, each Increasing Lender shall make the amount of its Incremental Term Loan Increase available in accordance with the conditions and procedures set forth in Section 2.02. Notwithstanding anything to the contrary in Section 9.01, the Borrower, each Increasing Lender and the Administrative Agent may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Increasing Lenders, to effect the provisions of this Section 2.17. Each Incremental Term Loan Increase and the related Incremental Term Advances (including, without limitation, with respect to interest rate, fees, use of proceeds, covenants and events of default) shall be identical to terms of the existing Facility.
(h) This Section shall supersede any provisions in Section 2.13 or 9.01 to the contrary.
Appears in 1 contract
Increase in the Term Loan Commitments. (a) The Borrower may, at any time, by written notice to the Administrative Agent, request an increase in the aggregate amount of the Facility (each such increase, an “Incremental Term Loan Increase”) by not more than $25,000,000 to prior to the Incremental Increase Maturity Date (the date of such increase, the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate principal amount of the Facility at any time exceed $95,000,000 in the aggregate, and (ii) on the date of any request by the Borrower for an Incremental Term Loan Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied.
(b) The Administrative Agent shall promptly make available to the Lenders the Borrower notice for an Incremental Term Loan Increase, which notice shall include (i) the proposed amount of such requested Incremental Term Loan Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the an Incremental Term Loan Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Increase Date”). Each Lender that is willing to participate in such requested Incremental Term Loan Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Increase Date of the amount by which it is willing to increase its Commitment in respect of the Facility (the “Proposed Increased Amount”). If the Lenders notify the Administrative Agent in writing that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Incremental Term Loan Increase, the requested Incremental Term Loan Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Incremental Term Loan Increase multiplied by the ratio of each Lender’s Proposed Increased Amount to the aggregate amount of Proposed Increased Amounts.
(c) Promptly following each Commitment Increase Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Incremental Term Loan Increase. .
(d) On each Increase Date, the Commitment of each Increasing Lender for such requested Incremental Term Loan Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; provided, however, that the following conditions precedent shall have been satisfied on or prior to such Increase Date: :
(i) The following statements shall be true, and the Administrative Agent shall have received, for the account of each Lender, a certificate signed by a Responsible Officer of the Borrower, dated the Increase Date, stating that: 49 26203076.0000000000.8 :
(A) the representations and warranties of each Loan Party contained in Article IV or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects) on and as of the Increase Date, before and after giving effect to such Incremental Term Loan Increase and the application of the proceeds, if any, therefrom, as though made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 2.17(d), the representations and warranties contained in Section 4.01(g) shall be deemed to refer to the most recent statements furnished pursuant to subsections (b) and (c), respectively, of Section 5.03; and and
(B) no Default or Event of Default has occurred and is continuing, or would result from the Incremental Term Loan Increase; ;
(ii) the Administrative Agent shall have received, each in form and substance reasonably satisfactory to the Administrative Agent:
(A) [reserved]; ;
(B) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent, together with an amended Schedule I hereto as may be necessary for such Schedule I to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower; ;
(C) a certificate as to each Loan Party signed by a Responsible Officer of the Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, as of the Increase Date the conditions specified in clause (d)(i) above have been satisfied; ;
(D) if not previously delivered to the Administrative Agent, copies certified by the secretary or assistant secretary (or other individual performing similar functions) of (x) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Term Loan Increase and (y) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Term Loan Increase; ;
(E) a supplement to this Agreement executed by the Borrower and any Lender providing such Incremental Term Loan Increase which supplement may include such amendments to this Agreement as the Administrative Agent and each Increasing Lender deems reasonably necessary or appropriate to implement the transactions contemplated by this Section 2.17, together with the consent of the Guarantors thereto; ;
(F) if requested by the Administrative Agent or any Increasing Lender, officer’s certificates of the type delivered on the Closing Date and opinions of 50 26203076.0000000000.8 counsel to the Loan Parties, addressed to the Administrative Agent and the Lenders, covering such matters as reasonably requested by the Administrative Agent;
(G) if requested by any Increasing Lender, a Note executed by the Borrower, payable to such Lender in the amount of its applicable Commitment; and
(iii) upon the reasonable request of any Lender, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, all necessary information in connection with the Patriot Act, the Beneficial Ownership Regulation (including a Beneficial Ownership Certification), “know your customer” requirements, and other customary requirements, not later than five (5) Business Days prior to the Increase Date to the extent such information is requested not later than ten (10) Business Days prior to such date. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d), the Administrative Agent shall notify the Lenders and the Borrower of the occurrence of the Incremental Term Loan Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender on such date and shall update Schedule I to reflect the Incremental Term Loan Commitments of each Increasing Lender.
(e) [Reserved].
(f) [Reserved].
(g) On each Increase Date, each Increasing Lender shall make the amount of its Incremental Term Loan Increase available in accordance with the conditions and procedures set forth in Section 2.02. Notwithstanding anything to the contrary in Section 9.01, the Borrower, each Increasing Lender and the Administrative Agent may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Increasing Lenders, to effect the provisions of this Section 2.17. Each Incremental Term Loan Increase and the related Incremental Term Advances (including, without limitation, with respect to interest rate, fees, use of proceeds, covenants and events of default) shall be identical to terms of the existing Facility.
(h) This Section shall supersede any provisions in Section 2.13 or 9.01 to the contrary.
Appears in 1 contract
Increase in the Term Loan Commitments. (a) The Borrower may, at any time, by written notice to the Administrative Agent, request an increase in the aggregate amount of the Facility (each such increase, an “Incremental Term Loan Increase”) by not more than $25,000,000 to prior to the Incremental Increase Maturity Date (the date of such increase, the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate principal amount of the Facility at any time exceed $95,000,000 in the aggregate, and (ii) on the date of any request by the Borrower for an Incremental Term Loan Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied.
(b) The Administrative Agent shall promptly make available to the Lenders the Borrower notice for an Incremental Term Loan Increase, which notice shall include (i) the proposed amount of such requested Incremental Term Loan Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the an Incremental Term Loan Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Increase Date”). Each Lender that is willing to participate in such requested Incremental Term Loan Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Increase Date of the amount by which it is willing to increase its Commitment in respect of the Facility (the “Proposed Increased Amount”). If the Lenders notify the Administrative Agent in writing that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Incremental Term Loan Increase, the requested Incremental Term Loan Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Incremental Term Loan Increase multiplied by the ratio of each Lender’s Proposed Increased Amount to the aggregate amount of Proposed Increased Amounts.
(c) Promptly following each Commitment Increase Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Incremental Term Loan Increase. .
(d) On each Increase Date, the Commitment of each Increasing Lender for such requested Incremental Term Loan Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; provided, however, that the following conditions precedent shall have been satisfied on or prior to such Increase Date: (i) The following statements shall be true, and the Administrative Agent shall have received, for the account of each Lender, a certificate signed by a Responsible Officer of the Borrower, dated the Increase Date, stating that: 49 26203076.0000000000.8
(A) the representations and warranties of each Loan Party contained in Article IV or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects) on and as of the Increase Date, before and after giving effect to such Incremental Term Loan Increase and the application of the proceeds, if any, therefrom, as though made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 2.17(d), the representations and warranties contained in Section 4.01(g) shall be deemed to refer to the most recent statements furnished pursuant to subsections (b) and (c), respectively, of Section 5.03; and (B) no Default or Event of Default has occurred and is continuing, or would result from the Incremental Term Loan Increase; (ii) the Administrative Agent shall have received, each in form and substance reasonably satisfactory to the Administrative Agent:
(A) [reserved]; (B) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent, together with an amended Schedule I hereto as may be necessary for such Schedule I to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower; (C) a certificate as to each Loan Party signed by a Responsible Officer of the Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, as of the Increase Date the conditions specified in clause (d)(i) above have been satisfied; (D) if not previously delivered to the Administrative Agent, copies certified by the secretary or assistant secretary (or other individual performing similar functions) of (x) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Incremental Term Loan Increase and (y) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Term Loan Increase; (E) a supplement to this Agreement executed by the Borrower and any Lender providing such Incremental Term Loan Increase which supplement may include such amendments to this Agreement as the Administrative Agent and each Increasing Lender deems reasonably necessary or appropriate to implement the transactions contemplated by this Section 2.17, together with the consent of the Guarantors thereto; (F) if requested by the Administrative Agent or any Increasing Lender, officer’s certificates of the type delivered on the Closing Date and opinions of 50 26203076.0000000000.8
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Samples: Stock Purchase Agreement (Trinity Place Holdings Inc.)
