Increase of Revolving Loan Commitment. (i) At any time, the Company may request (in consultation with the Agent) that the aggregate Revolving Loan Commitment be increased in a minimum amount equal to, and in minimum increments of, $1,000,000, provided that, (A) the aggregate Revolving Loan Commitment shall at no time exceed $150,000,000 and (B) the Company shall not previously have reduced the aggregate Revolving Loan Commitment. Such request shall be made in a written notice given to the Agent and the Lenders by the Company not less than twenty (20) Business Days prior to the proposed effective date of such increase, which notice (a "Commitment Increase Notice") shall specify the amount of the proposed increase in the aggregate Revolving Loan Commitment and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase. No Lender shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. On or prior to the date that is fifteen (15) Business Days after receipt of the Commitment Increase Notice, each Lender shall submit to the Agent a notice indicating the maximum amount by which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Agent being herein a "Lender Increase Notice"). Any Lender which does not submit a Lender Increase Notice to the Agent prior to the expiration of such fifteen (15) Business
Appears in 1 contract
Samples: Credit Agreement (CBIZ, Inc.)
Increase of Revolving Loan Commitment. (i) At any timeProvided that no Event of Default has occurred and is then continuing, the Company may at any time request (in consultation with the Agent) that the aggregate Revolving Loan Commitment be increased in a minimum amount equal to, and in minimum increments of, $1,000,000, provided that, (A) the aggregate Revolving Loan Commitment shall at no time exceed $150,000,000 and 250,000,000, (B) the Company shall not previously have reduced the aggregate Revolving Loan CommitmentCommitment and (C) the Company may make a maximum of three (3) such requests. Such request shall be made in a written notice given to the Agent and the Lenders by the Company not less than twenty (20) Business Days prior to the proposed effective date of such increase, which notice (a "“Commitment Increase Notice"”) shall specify the amount of the proposed increase in the aggregate Revolving Loan Commitment and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase. No Lender shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. On or prior to the date that is fifteen (15) Business Days (or such other period of time specified by the Company, in consultation with the Agent, in the Commitment Increase Notice, which shall in no event be less than ten (10) Business Days) after receipt of the Commitment Increase Notice, each Lender shall submit to the Agent a notice indicating the maximum amount by which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Agent being herein a "“Lender Increase Notice"”). Any Lender which does not submit a Lender Increase Notice to the Agent prior to the expiration of such fifteen (15) BusinessBusiness Day period shall be deemed to have denied any increase in its Commitment. In the event that the increases of Commitments set forth in the Lender Increase Notices exceed the amount requested by the Company in the Commitment Increase Notice, the Agent and the Arranger shall have the right, in consultation with the Company, to allocate the amount of increases necessary to meet the Company’s Commitment Increase Notice. In the event that the Revolving Loan Commitment increases agreed to in the Lender Increase Notices are in the aggregate less than the amount requested by the Company, not later than three (3) Business Days prior to the proposed effective date the Company may notify the Agent of any financial institution that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with the Commitment Increase Notice. Any Proposed New Lender shall be subject to the consent of the Agent (which consent shall not be unreasonably withheld). If the Company shall not have arranged any Proposed New Lender(s) to commit to the shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of its Commitment Increase Notice to the aggregate amount set forth in the Lender Increase Notices. Based upon the Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Lender, if applicable, the Agent shall notify the Company and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender’s and Proposed New Lenders’ Commitment (the “Effective Commitment Amount”) and the amount of the increased aggregate Revolving Loan Commitment, which amount shall be effective on the following Business Day. Any increase in the aggregate Revolving Loan Commitment shall be subject to the following conditions precedent: (1) the Company shall have obtained from each Subsidiary party to a Loan Document its reaffirmation of such Loan Documents, if any, executed by it, which consent and reaffirmation shall be in writing and in form and substance reasonably satisfactory to the Agent, (2) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the aggregate Revolving Loan Commitment, all representations and warranties shall be true and correct in all material respects as though made on such date (except to the extent such representation or warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date) and no event shall have occurred and then be continuing which constitutes a Default or
Appears in 1 contract
Samples: Credit Agreement (CBIZ, Inc.)
Increase of Revolving Loan Commitment. (i) At any time, the Company may request (in consultation with the Agent) that the aggregate Revolving Loan Commitment be increased in a minimum amount equal to, and in minimum increments of, $1,000,000, provided that, (A) the aggregate Revolving Loan Commitment shall at no time exceed $150,000,000 125,000,000 and (B) the Company shall not previously have reduced the aggregate Revolving Loan Commitment. Such request shall be made in a written notice given to the Agent and the Lenders by the Company not less than twenty (20) Business Days prior to the proposed effective date of such increase, which notice (a "Commitment Increase Notice") shall specify the amount of the proposed increase in the aggregate Revolving Loan Commitment and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase. No Lender shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. On or prior to the date that is fifteen (15) Business Days after receipt of the Commitment Increase Notice, each Lender shall submit to the Agent a notice indicating the maximum amount by which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Agent being herein a "Lender Increase Notice"). Any Lender which does not submit a Lender Increase Notice to the Agent prior to the expiration of such fifteen (15) BusinessBusiness Day period shall be deemed to have denied any increase in its Commitment. In the event that the increases of Commitments set forth in the Lender Increase Notices exceed the amount requested by the Company in the Commitment Increase Notice, the Agent and the Arranger shall have the right, in consultation with the Company, to allocate the amount of increases necessary to meet the Company's Commitment Increase Notice. In the event that the Lender Increase Notices are less than the amount requested by the Company, not later than three (3) Business Days prior to the proposed effective date the Company may notify the Agent of any financial institution that shall have agreed to become a "Lender" party hereto (a "Proposed New Lender") in connection with the Commitment Increase Notice. Any Proposed New Lender shall be subject to the consent of the Agent (which consent shall not be unreasonably withheld). If the Company shall not have arranged any Proposed New Lender(s) to commit to the shortfall from the Lender
Appears in 1 contract
Increase of Revolving Loan Commitment. (i) At any The Borrower may, from time to time, the Company may request (in consultation with the Agent) that the aggregate an increase of each Lender's Revolving Loan Commitment be increased in a minimum by giving written notice to the Administrative Agent making such request and specifying the date upon which the Borrower requests that such increase come into effect (the "Effective Date") and detailing the amount equal to, and in minimum increments of, $1,000,000, provided that, (A) the aggregate by which each Lender's Revolving Loan Commitment shall at no time exceed $150,000,000 and (B) the Company shall not previously have reduced the aggregate Revolving Loan Commitment. Such request be increased; such notice shall be made in a written notice given to the Agent and the Lenders by the Company not less than twenty (20) Business Days Borrower between the 90th and 60th days prior to the proposed effective date Effective Date. The Administrative Agent shall promptly forward a copy of such increase, which notice (a "Commitment Increase Notice") request to the Lenders and each Lender shall specify notify the amount Administrative Agent within 30 days of the proposed increase in the aggregate Revolving Loan Commitment and the proposed effective date of Borrower's request whether such Lender is willing to grant such an increase. In the event that a Lender has failed to notify the Administrative Agent within such 30 day period of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase. No Lender shall have any obligation whether it has elected to increase its Commitment pursuant Revolving Loan Commitment, such Lender shall be deemed not to a Commitment Increase Noticehave elected to increase its Revolving Loan Commitment. On or prior to the date that is fifteen (15) Business Days after receipt of the Commitment Increase NoticeEach increase request shall be considered by each Lender, in its sole discretion, and each Lender shall submit not, under any circumstances, be obliged to approve or accept any increase request. The Administrative Agent shall promptly notify the Agent Borrower and the Lenders which Lenders have elected to increase their respective Revolving Loan Commitments. In the event that a notice indicating the maximum amount by which it is willing Lender elects to increase its Revolving Loan Commitment then (regardless of whether any other Lender has elected to so increase but provided there is no increase in connection with the Total Commitment unless all the Lenders and all lenders designated as "Lenders" under the Canadian Credit Agreement have agreed thereto) the Revolving Loan Commitment for such Lender shall be increased by the amount of the increase requested by the Borrower and agreed to by such Lender. If a Lender elects or is deemed to have elected not to increase its Revolving Loan Commitment, the Lenders who have elected to increase their Revolving Loan Commitments shall have the option (all such Lenders who elect to exercise such option being "Accepting Lenders") to take up on a pro rata basis the dissenting Lenders' portion of the increase by so advising the Administrative Agent. The Administrative Agent shall allocate amongst the Accepting Lenders the amount of the Revolving Loan Commitment Increase Notice available from each dissenting Lender in its discretion but always on a pro rata basis or as nearly pro rata as shall be practical. If the Accepting Lenders do not take up all of the dissenting Lenders' portion of the increase (on a pro rata basis or otherwise), the Borrower may, at its option (and at any time prior to or on the applicable Effective Date) offer such notice portion to one or more financial institutions, provided that such other financial institutions are acceptable to the Administrative Agent being herein a "Lender Increase Notice"). Any Lender which does not submit a Lender Increase Notice and provided such offer is consummated as soon as possible to the Agent prior satisfaction of the Administrative Agent. The provisions in Section 15.14 dealing with Dissenting Lenders shall not apply to the expiration of such fifteen (15) Businessa dissenting Lender under this Section 4.7.
Appears in 1 contract
Increase of Revolving Loan Commitment. (i) At any time, the Company may request (in consultation with the Agent) that the aggregate combined Revolving Loan Commitment be increased in a minimum amount equal to, and in minimum increments of, $1,000,000, provided PROVIDED that, (A) the aggregate combined Revolving Loan =Commitment shall at no time exceed $150,000,000 80,000,000 and (B) the Company shall not previously have reduced the aggregate combined Revolving Loan Commitment. Such request shall be made in a written notice given to the Agent and the Lenders by the Company not less than twenty (20) Business Days prior to the proposed effective date of such increase, which notice (a "Commitment Increase NoticeCOMMITMENT INCREASE NOTICE") shall specify the amount of the proposed increase in the aggregate combined Revolving Loan Commitment and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase. No Lender shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. On or prior to the date that is fifteen (15) Business Days after receipt of the Commitment Increase Notice, each Lender shall submit to the Agent a notice indicating the maximum amount by which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Agent being herein a "Lender Increase NoticeLENDER INCREASE NOTICE"). Any Lender which does not submit a Lender Increase Notice to the Agent prior to the expiration of such fifteen (15) BusinessBusiness Day period shall be deemed to have denied any increase in its Commitment. In the event that the increases of Commitments set forth in the Lender Increase Notices exceed the amount requested by the Company in the Commitment Increase Notice, the Agent and the Arranger shall have the right, in consultation with the Company, to allocate the amount of increases necessary to meet the Company's Commitment Increase Notice. In the event that the Lender Increase Notices are less than the amount requested by the Company, not later than three (3) Business Days prior to the proposed effective date the Company may notify the Agent of any financial institution that shall have agreed to become a "Lender" party hereto (a "PROPOSED NEW LENDER") in connection with the Commitment Increase Notice. Any Proposed New Lender shall be subject to the consent of the Agent (which consent shall not be unreasonably withheld). If the Company shall not have arranged any Proposed New Lender(s) to commit to the shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of its Commitment Increase Notice to the aggregate amount set forth in the Lender Increase Notices. Based upon the Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Lender, if applicable, the Agent shall notify the Company and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender's and Proposed New Lenders' Commitment (the "EFFECTIVE COMMITMENT AMOUNT") and the amount of the combined Revolving Loan Commitment, which amount shall be effective on the following Business Day. Any increase in the combined Revolving Loan Commitment shall be subject to the following conditions precedent: (1) the Company shall have obtained from each Subsidiary party to a Loan Document its reaffirmation of such Loan Documents, if any, executed by it, which consent and reaffirmation shall be in writing and in form and substance reasonably satisfactory to the Agent, (2) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the combined Revolving Loan Commitment, all representations and warranties shall be true and correct in all material respects as though made on such date (except to the extent such representation or warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date) and no event shall have occurred and then be continuing which constitutes a Default or Event of Default, (3) the Company, the Agent and each Proposed New Lender or Lender that shall have agreed to provide a "Commitment" in support of such increase in the combined Revolving Loan Commitment shall have executed and delivered a "COMMITMENT AND ACCEPTANCE" substantially in the form of EXHIBIT H hereto, (4) counsel for the Company and for any such guarantors shall have provided to the Agent supplemental opinions in form and substance reasonably satisfactory to the Agent and (5) the Company and the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as are consistent with those required under ARTICLE V or that the Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Buying Lenders (as defined below) in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Agent to the Company. Upon satisfaction of the conditions precedent to any increase in the combined Revolving Loan Commitment, the Agent shall promptly advise the Company and each Lender of the effective date of such increase. Upon the effective date of any increase in the combined Revolving Loan Commitment that is provided by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time.
(ii) For purposes of this CLAUSE (ii), (A) the term "BUYING LENDER(S)" shall mean (1) each Lender the Effective Commitment Amount of which is greater than its
Appears in 1 contract
Increase of Revolving Loan Commitment. (i) At any The Borrower may, from time to time, the Company may request (in consultation with the Agent) that the aggregate an increase of each Lender's Revolving Loan Commitment be increased in a minimum by giving written notice to the Administrative Agent making such request and specifying the date upon which the Borrower requests that such increase come into effect (the "Effective Date") and detailing the amount equal to, and in minimum increments of, $1,000,000, provided that, (A) the aggregate by which each Lender's Revolving Loan Commitment shall at no time exceed $150,000,000 and (B) the Company shall not previously have reduced the aggregate Revolving Loan Commitment. Such request be increased; such notice shall be made in a written notice given to the Agent and the Lenders by the Company not less than twenty (20) Business Days Borrower between the 90th and 60th days prior to the proposed effective date Effective Date. The Administrative Agent shall promptly forward a copy of such increase, which notice (a "Commitment Increase Notice") request to the Lenders and each Lender shall specify notify the amount Administrative Agent within 30 days of the proposed increase in the aggregate Revolving Loan Commitment and the proposed effective date of Borrower's request whether such Lender is willing to grant such an increase. In the event that a Lender has failed to notify the Administrative Agent within such 30 day period of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase. No Lender shall have any obligation whether it has elected to increase its Commitment pursuant Revolving Loan Commitment, such Lender shall be deemed not to a Commitment Increase Noticehave elected to increase its Revolving Loan Commitment. On or prior to the date that is fifteen (15) Business Days after receipt of the Commitment Increase NoticeEach increase request shall be considered by each Lender, in its sole discretion, and each Lender shall submit not, under any circumstances, be obliged to approve or accept any increase request. The Administrative Agent shall promptly notify the Agent Borrower and the Lenders which Lenders have elected to increase their respective Revolving Loan Commitments. In the event that a notice indicating the maximum amount by which it is willing Lender elects to increase its Revolving Loan Commitment then (regardless of whether any other Lender has elected to so increase but provided there is no increase in connection with the Total Commitment unless all the Lenders and all lenders designated as "Lenders" under the US Credit Agreement have agreed thereto) the Revolving Loan Commitment for such Lender shall be increased by the amount of the increase requested by the Borrower and agreed to by such Lender. If a Lender elects or is deemed to have elected not to increase its Revolving Loan Commitment, the Lenders who have elected to increase their Revolving Loan Commitments shall have the option (all such Lenders who elect to exercise such option being "Accepting Lenders") to take up on a pro rata basis the dissenting Lenders' portion of the increase by so advising the Administrative Agent. The Administrative Agent shall allocate amongst the Accepting Lenders the amount of the Revolving Loan Commitment Increase Notice available from each dissenting Lender in its discretion but always on a pro rata basis or as nearly pro rata as shall be practical. If the Accepting Lenders do not take up all of the dissenting Lenders' portion of the increase (on a pro rata basis or otherwise), the Borrower may, at its option (and at any time prior to or on the applicable Effective Date) offer such notice portion to one or more financial institutions, provided that such other financial institutions are acceptable to the Administrative Agent being herein a "Lender Increase Notice"). Any Lender which does not submit a Lender Increase Notice and provided such offer is consummated as soon as possible to the Agent prior satisfaction of the Administrative Agent. The provisions in Section 15.14 dealing with Dissenting Lenders shall not apply to the expiration of such fifteen (15) Businessa dissenting Lender under this Section 4.8
Appears in 1 contract
