Increase of Credit Facility. (a) At any time, prior to the Maturity Date, the Borrower may, by notice in writing to the Agent (an “Accordion Notice”), from time to time request that the then existing amount of the Credit Facility be increased by an amount of up to $500,000,000 (in the aggregate for all Accordion Notices with respect to the Credit Facility) and advising whether (i) the Borrower wishes to arrange for such requested increase to be provided by another bank listed in Schedule I or Schedule II of the Bank Act (Canada), which bank must agree to be bound by the terms and conditions of the Credit Agreement as a Lender, or (ii) the Borrower wishes to request each Lender to participate in such increase in accordance with their Pro Rata Share. Within ten Business Days of the receipt by the Agent of an Accordion Notice requesting participation by the Lenders, each Lender shall advise the Agent as to whether or not it intends to participate in such increase of the Credit Facility. If such advice is not received from a Lender within such ten Business Day period, then such Lender will be deemed not to have agreed to participate in the increase. In the event that not all of the Lenders agree to participate in the increase of the Credit Facility, then the Agent shall so advise the Borrower which shall have the right to deliver a further request to the Agent for those Lenders participating in the increase of the relevant Credit Facility, to participate in any shortfall in the requested increase in the Credit Facility on a pro rata basis in accordance with the Individual Commitments of those participating Lenders and each participating Lender shall advise the Agent as to whether or not it intends to further participate in such increase of the Credit Facility, within three Business Days of such further request. In the event that there is still a shortfall, a further request again on a mutatis mutandis basis will be given to the remaining participating Lenders and such request may be accepted or rejected by the remaining participating Lenders and each participating Lender shall advise the Agent as to whether or not it intends to further participate in such increase of the Credit Facility, within three Business Days of such further request. To the extent that the participating Lenders do not agree to participate in the request for the increase in the Credit Facility, then the Borrower may either arrange for such shortfall in the requested increase from another bank listed in Schedule I or Schedule II of the Bank Act (Canada), which bank must agree to be bound by the terms and conditions of the Credit Agreement as a Lender, or accept the lower amount of the increase in the Credit Facility, as accepted by the participating Lenders. (b) Each Accordion Notice delivered by the Borrower shall be substantially in the form of Schedule K and the delivery of an Accordion Notice shall constitute a representation and warranty of the Borrower that all necessary approvals under applicable Laws, including all regulatory approvals, to the increase in the Credit Facility, requested by such Accordion Notice have been obtained and a covenant of the Borrower to provide a copy or other evidence of such approvals to the Agent. (c) No increase in the aggregate amount of the Credit Facility shall be permitted at any time that a Default or Event of Default has occurred and is continuing. (d) Upon completion of the request process set forth in Section 2.6(a), the Agent shall promptly notify the Borrower and the Lenders of the increased Individual Commitments of participating Lenders and the Individual Commitment of any bank which has become a Lender as contemplated by Section 2.6(a). (e) Any upfront fee payable by the Borrower in accordance with any increase to the Credit Facility pursuant to this Section 2.6 shall be negotiated and agreed upon between the Borrower and the relevant Lender. (f) The Agent shall forthwith advise the Swingline Lender of its receipt of an Accordion Notice. In the event that a bank that is not an existing Lender is to become a Lender in accordance with Section 2.6(a), such bank must be approved by the Swingline Lender, in its reasonable discretion, and the Swingline Lender shall notify the Agent whether or not it approves of such new Lender within ten Business Days of the Swingline Lender’s receipt of such notice.
Appears in 2 contracts
Samples: Credit Agreement (Fortis Inc.), Credit Agreement (Fortis Inc.)
Increase of Credit Facility. (a) At any time, prior to the Maturity Date, the Borrower may, by notice in writing to the Agent (an “Accordion Notice”), from time to time request that the then existing amount of the Credit Facility be increased by an amount of up to $500,000,000 (in the aggregate for all Accordion Notices with respect to the Credit Facility) and advising whether (i) the Borrower wishes to arrange for such requested increase to be provided by another bank listed in Schedule I or Schedule II of the Bank Act (Canada), which bank must agree to be bound by the terms and conditions of the Credit Agreement as a Lender, or (ii) the Borrower wishes to request each Lender to participate in such increase in accordance with their Pro Rata Share. Within ten Business Days of the receipt by the Agent of an Accordion Notice requesting participation by the Lenders, each Lender shall advise the Agent as to whether or not it intends to participate in such increase of the Credit Facility. If such advice is not received from a Lender within such ten Business Day period, then such Lender will be deemed not to have agreed to participate in the increase. In the event that not all of the Lenders agree to participate in the increase of the Credit Facility, then the Agent shall so advise the Borrower which shall have the right to deliver a further request to the Agent for those Lenders participating in the increase of the relevant Credit Facility, to participate in any shortfall in the requested increase in the Credit Facility on a pro rata basis in accordance with the Individual Commitments of those participating Lenders and each participating Lender shall advise the Agent as to whether or not it intends to further participate in such increase of the Credit Facility, within three Business Days of such further request. In the event that there is still a shortfall, a further request again on a mutatis mutandis basis will be given to the remaining participating Lenders and such request may be accepted or rejected by the remaining participating Lenders and each participating Lender shall advise the Agent as to whether or not it intends to further participate in such increase of the Credit Facility, within three Business Days of such further request. To the extent that the participating Lenders do not agree to participate in the request for the increase in the Credit Facility, then the Borrower may either arrange for such shortfall in the requested increase from another bank listed in Schedule I or Schedule II of the Bank Act (Canada), which bank must agree to be bound by the terms and conditions of the Credit Agreement as a Lender, or accept the lower amount of the increase in the Credit Facility, as accepted by the participating Lenders.
(b) Each Accordion Notice delivered by the Borrower shall be substantially in the form of Schedule K and the delivery of an Accordion Notice shall constitute a representation and warranty of the Borrower that all necessary approvals under applicable Laws, including all regulatory approvals, to the increase in the Credit Facility, requested by such Accordion Notice have been obtained and a covenant of the Borrower to provide a copy or other evidence of such approvals to the Agent.
(c) No increase in the aggregate amount of the Credit Facility shall be permitted at any time that a Default or Event of Default has occurred and is continuing.
(d) Upon completion of the request process set forth in Section 2.6(a), the Agent shall promptly notify the Borrower and the Lenders of the increased Individual Commitments of participating Lenders and the Individual Commitment of any bank which has become a Lender as contemplated by Section 2.6(a).
(e) Any upfront fee payable by the Borrower in accordance with any increase to the Credit Facility pursuant to this Section 2.6 shall be negotiated and agreed upon between the Borrower and the relevant Lender.
(f) The Agent shall forthwith advise the Swingline Lender of its receipt of an Accordion Notice. In the event that a bank that is not an existing Lender is to become a Lender in accordance with Section 2.6(a), such bank must be approved by the Swingline Lender, in its reasonable discretion, and the Swingline Lender shall notify the Agent whether or not it approves of such new Lender within ten Business Days of the Swingline Lender’s receipt of such notice.
Appears in 1 contract
Increase of Credit Facility. (a) At any time, prior to the Maturity Date, the The Borrower may, by notice in writing to the Agent (an “Accordion Notice”), at any time and from time to time time, upon at least 30 days prior written notice to the Lender, request that the then existing Lender to increase its Commitment (the “Additional Commitment”) available under the Credit Facility by an additional amount up to Cdn. $30,000,000 . The right to increase the maximum principal amount of the Credit Facility by Additional Commitments shall be increased by an amount of up to $500,000,000 (in the aggregate for all Accordion Notices with respect subject to the Credit Facility) and advising whether (i) the Borrower wishes to arrange for such requested increase to be provided by another bank listed in Schedule I or Schedule II of the Bank Act (Canada), which bank must agree to be bound by the terms and conditions of the Credit Agreement as a Lender, or (ii) the Borrower wishes to request each Lender to participate in such increase in accordance with their Pro Rata Share. Within ten Business Days of the receipt by the Agent of an Accordion Notice requesting participation by the Lenders, each Lender shall advise the Agent as to whether or not it intends to participate in such increase of the Credit Facility. If such advice is not received from a Lender within such ten Business Day period, then such Lender will be deemed not to have agreed to participate in the increase. In the event that not all of the Lenders agree to participate in the increase of the Credit Facility, then the Agent shall so advise the Borrower which shall have the right to deliver a further request to the Agent for those Lenders participating in the increase of the relevant Credit Facility, to participate in any shortfall in the requested increase in the Credit Facility on a pro rata basis in accordance with the Individual Commitments of those participating Lenders and each participating Lender shall advise the Agent as to whether or not it intends to further participate in such increase of the Credit Facility, within three Business Days of such further request. In the event that there is still a shortfall, a further request again on a mutatis mutandis basis will be given to the remaining participating Lenders and such request may be accepted or rejected by the remaining participating Lenders and each participating Lender shall advise the Agent as to whether or not it intends to further participate in such increase of the Credit Facility, within three Business Days of such further request. To the extent that the participating Lenders do not agree to participate in the request for the increase in the Credit Facility, then the Borrower may either arrange for such shortfall in the requested increase from another bank listed in Schedule I or Schedule II of the Bank Act (Canada), which bank must agree to be bound by the terms and conditions of the Credit Agreement as a Lender, or accept the lower amount of the increase in the Credit Facility, as accepted by the participating Lenders.following conditions:
(ba) Each Accordion Notice delivered by the Borrower shall be substantially in the form of Schedule K and the delivery of an Accordion Notice shall constitute a representation and warranty of the Borrower that all necessary approvals under applicable Laws, including all regulatory approvals, to the increase in the Credit Facility, requested by such Accordion Notice have been obtained and a covenant of the Borrower to provide a copy or other evidence of such approvals to the Agent.
(c) No increase in the aggregate amount of the Credit Facility shall be permitted at any time that a no Default or Event of Default has shall have occurred and be continuing or would result from the proposed increase in the Commitment and the Borrower shall have delivered to the Lender an officer’s certificate confirming the same and confirming (i) its corporate authorization to make such increase, (ii) the truth and accuracy of its representations and warranties contained in this Agreement, and (iii) that no consents, approvals or authorizations are required for such increase (except as have been unconditionally obtained and are in full force and effect, unamended), each as at the effective date of such increase;
(b) the Borrower shall deliver to the Lender a pro forma Compliance Certificate evidencing its compliance with Section 9.02 after giving effect to the Additional Commitments;
(c) the Lender shall have received an acknowledgement executed by each Restricted Party in favour of the Lender confirming that each Loan Document to which the Restricted Party is continuing.a party continues to be enforceable in accordance with its terms;
(d) Upon completion the Lender shall have received an opinion of counsel to the request process set forth Borrower (in Section 2.6(a)form and substance satisfactory to the Lender, acting reasonably) confirming the Agent enforceability of this Agreement (as amended by the increase in the Commitment by the Additional Commitments) and any Loan Documents executed and delivered in connection therewith by the Restricted Parties;
(e) the Lender shall promptly notify have obtained internal approval to provide the Additional Commitments; and
(f) the Borrower and the Lenders of the increased Individual Commitments of participating Lenders Lender shall execute and the Individual Commitment of any bank which has become a Lender deliver such documentation as contemplated by Section 2.6(a).
(e) Any upfront fee payable is required by the Borrower Lender, acting reasonably, to effect the increase in accordance with any question (including an amending agreement). For greater certainty, the Lender shall not be required to increase to the Credit Facility pursuant to this Section 2.6 shall be negotiated and agreed upon between Commitment unless the Borrower and the relevant Lender.
(f) The Agent shall forthwith advise the Swingline Lender of its receipt of an Accordion Notice. In the event that a bank that is not an existing Lender is to become a Lender in accordance with Section 2.6(a), such bank must be approved by the Swingline Lender, in its reasonable discretion, and the Swingline Lender shall notify the Agent whether or not it approves of such new Lender within ten Business Days of the Swingline Lender’s receipt of such noticeagrees to do so.
Appears in 1 contract
Samples: Credit Agreement (Dirtt Environmental Solutions LTD)
Increase of Credit Facility. (a) At any time, prior to the Maturity Date, the Borrower may, by notice in writing to the Agent (an “Accordion Notice”), from time to time request that the then existing amount of the Credit Facility be increased by an amount of up to $500,000,000 200,000,000 (in the aggregate for all Accordion Notices with respect to the Credit Facility) and advising whether (i) the Borrower wishes to arrange for such requested increase to be provided by another bank listed in Schedule I 1 or Schedule II 2 of the Bank Act (Canada), which bank must agree to be bound by the terms and conditions of the Credit Agreement as a Lender, or (ii) the Borrower wishes to request each Lender to participate in such increase in accordance with their Pro Rata Share. Within ten Business Days of the receipt by the Agent of an Accordion Notice requesting participation by the Lenders, each Lender shall advise the Agent as to whether or not it intends to participate in such increase of the Credit Facility. If such advice is not received from a Lender within such ten Business Day period, then such Lender will be deemed not to have agreed to participate in the increase. In the event that not all of the Lenders agree to participate in the increase of the Credit Facility, then the Agent shall so advise the Borrower which shall have the right to deliver a further request to the Agent for those Lenders participating in the increase of the relevant Credit Facility, to participate in any shortfall in the requested increase in the Credit Facility on a pro rata basis in accordance with the Individual Commitments of those participating Lenders and each participating Lender shall advise the Agent as to whether or not it intends to further participate in such increase of the Credit Facility, within three Business Days of such further request. In the event that there is still a shortfall, a further request again on a mutatis mutandis basis will be given to the remaining participating Lenders and such request may be accepted or rejected by the remaining participating Lenders and each participating Lender shall advise the Agent as to whether or not it intends to further participate in such increase of the Credit Facility, within three Business Days of such further request. To the extent that the participating Lenders do not agree to participate in the request for the increase in the Credit Facility, then the Borrower may either arrange for such shortfall in the requested increase from another bank listed in Schedule I 1 or Schedule II 2 of the Bank Act (Canada), which bank must agree to be bound by the terms and conditions of the Credit Agreement as a Lender, or accept the lower amount of the increase in the Credit Facility, as accepted by the participating Lenders.;
(b) Each Accordion Notice delivered by the Borrower shall be substantially in the form of Schedule K L and the delivery of an Accordion Notice shall constitute a representation and warranty of the Borrower that all necessary approvals under applicable Laws, including all regulatory approvals, to the increase in the Credit Facility, requested by such Accordion Notice have been obtained and a covenant of the Borrower to provide a copy or other evidence of such approvals to the Agent.;
(c) No increase in the aggregate amount of the Credit Facility shall be permitted at any time that a Default or Event of Default has occurred and is continuing.;
(d) Upon completion of the request process set forth in Section 2.6(a), the Agent shall promptly notify the Borrower and the Lenders of the increased Individual Commitments of participating Lenders and the Individual Commitment of any bank which has become a Lender as contemplated by Section 2.6(a).; and
(e) Any upfront fee payable by the Borrower in accordance with any increase to the Credit Facility pursuant to this Section 2.6 shall be negotiated and agreed upon between the Borrower and the relevant Lender.
(f) The Agent shall forthwith advise the Swingline Lender of its receipt of an Accordion Notice. In the event that a bank that is not an existing Lender is to become a Lender in accordance with Section 2.6(a), such bank must be approved by the Swingline Lender, in its reasonable discretion, and the Swingline Lender shall notify the Agent whether or not it approves of such new Lender within ten Business Days of the Swingline Lender’s receipt of such notice.
Appears in 1 contract
Samples: Credit Agreement (Fortis Inc.)
