Increase of Total Commitment. (a) Subject to the conditions set forth in Section 2.16(b), the Borrower may increase the Total Commitment then in effect (any such increase an “Incremental Increase”) by increasing the Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (b) Any increase in the Total Commitment shall be subject to the following additional conditions: (i) such increase shall not be less than $10,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000; (ii) no Event of Default shall have occurred and be continuing after giving effect to such increase; (iii) no Lender’s Commitment may be increased without the consent of such Lender; (iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed; (v) the maturity date of such increase shall be the same as the Maturity Date; and (vi) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may be increased to be consistent with that for such Incremental Increases). (c) Any increase in the Total Commitment shall be implemented using customary documentation (any such documentation, an “Incremental Agreement”).
Appears in 6 contracts
Samples: Credit Agreement, Credit Agreement (Samson Resources Corp), Credit Agreement (Samson Resources Corp)
Increase of Total Commitment. Unless a Default or an Event of Default has occurred and is continuing, the Borrower, by written notice to the Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that the Total Commitment be increased by an amount not less than $25,000,000 per request and not more than $200,000,000 in the aggregate (such that the Total Commitment after such increase shall never exceed $800,000,000); PROVIDED that for any such request (a) Subject the Borrower shall not have requested the one-year extension of the Maturity Date pursuant to the conditions set forth definition thereof, (b) any Lender which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment but shall not have any obligation to so increase its Commitment, and (c) in Section 2.16(b)the event that each Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders willing to hold commitments for the requested increase, and the Borrower may also identify additional lenders willing to hold commitments for the requested increase, PROVIDED that the Administrative Agent shall have the right to approve any such additional lender, which approval will not be unreasonably withheld or delayed. In the event that lenders commit to any such increase, the Total Commitment and the Commitments of the committed Lenders shall be increased, the Commitment Percentages of the Lenders shall be adjusted, new Notes shall be issued, the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or make new Commitments in response to the Borrower's request for an increase in the Total Commitment then pursuant to this Section 2.2, in effect (each case without the consent of the Lenders other than those Lenders increasing their Commitments. The fees payable by the Borrower upon any such increase an “Incremental Increase”) by increasing the Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) Any increase in the Total Commitment shall be subject to agreed upon by the following additional conditions:
(i) such increase shall not be less than $10,000,000 (Arrangers and increments the Borrower at the time of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000;
(ii) no Event of Default shall have occurred and be continuing after giving effect to such increase;
(iii) no Lender’s . Notwithstanding the foregoing, nothing in this Section 2.2 shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) the maturity date of such increase shall be the same as the Maturity Date; and
(vi) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may be increased to be consistent with that for such Incremental Increases)hereunder.
(c) Any increase in the Total Commitment shall be implemented using customary documentation (any such documentation, an “Incremental Agreement”).
Appears in 2 contracts
Samples: Revolving Credit Agreement (Mack Cali Realty Corp), Revolving Credit Agreement (Mack Cali Realty L P)
Increase of Total Commitment. (a) Subject to the conditions set forth in Section 2.16(b), the The Borrower may at any time and from time to time add additional financial institutions hereunder as Lenders or, with the consent of the applicable Lender, increase the Total Commitment then in effect (any such increase an “Incremental Increase”) by increasing the Commitment of a Lender (an “Increasing Lender”) or by causing a Person and thereby increase the Total Commitment provided that at the time of any such time addition:
(a) no Default or Event of Default has occurred and is not a Lender to become a Lender (an “Additional Lender”).continuing;
(b) Any increase in the Total Commitment shall be subject to the following additional conditions:
(ias increased) such increase shall does not be less than exceed Cdn. $10,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,0001,250,000,000;
(iic) no Event of Default shall have occurred the Agent and be continuing after giving effect each Fronting Lender has consented to such increase;
(iii) no financial institution becoming a Lender’s Commitment may be increased without , if it is not already a Lender, or, in the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer must consent to the increase in Commitments case of an Increasing Lender and the addition of any Additional existing Lender, in each caseincreasing its Commitment, such consent not to be unreasonably withheld or delayed;
(vd) the maturity date Lender's Commitment of such increase a new financial institution being added as a Lender pursuant to this Section 3.16 shall be no less than Cdn. $25,000,000;
(e) concurrently with the same addition of a financial institution as an additional Lender or the increase of a Lender's Commitment, such financial institution or Lender, as the Maturity Datecase may be, shall purchase from each Lender such portion of the Borrowings of each such Lender as is necessary to ensure that all Borrowings of all Lenders and including therein such additional financial institution, are in accordance with the Lender's Proportion of all such Lenders (including the new financial institution) 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; and
(vif) the increase shall be on the exact same terms and pursuant Borrower has provided to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin Agent a certified copy of a directors' resolution of the Facility may be increased to be consistent with that for Borrower authorizing any such Incremental Increases).
(c) Any increase in the Total Commitment shall (which may be implemented using customary documentation (any such documentation, an “Incremental Agreement”)the original directors' resolution authorizing the credit facility provided hereunder) together with a legal opinion with respect thereto in substantially the same form as the opinion of the Borrower's counsel delivered in connection with the closing of the credit facility provided hereunder.
Appears in 2 contracts
Samples: Credit Agreement (PENGROWTH ENERGY Corp), Credit Agreement (PENGROWTH ENERGY Corp)
Increase of Total Commitment. (a) Subject to the conditions set forth in Section 2.16(b), the Borrower may increase the Total Commitment then in effect (any such increase an “Incremental Increase”) by increasing the Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) Any increase in the Total Commitment shall be subject to the following additional conditions:
(i) such increase shall not be less than $10,000,000 25,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000;
(ii) no Event of Default shall have occurred and be continuing immediately after giving effect to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer each Issuing Bank must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) the maturity date of such increase shall be the same as the Maturity Date; and;
(vi) for the avoidance of doubt, such increase shall be subject to the Borrowing Base (which may, subject to and in accordance with Section 2.14(b), be redetermined at the Borrower’s option immediately after giving effect to any acquisition of Borrowing Base Properties);
(vii) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may shall be increased to be consistent with that for such Incremental Increases); and
(viii) the Borrower may seek commitments in respect of an Incremental Increase, in its sole discretion, from either existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from additional banks, financial institutions or other institutional lenders or investors who will become Lenders hereunder with the consent of the Administrative Agent, each Swingline Lender and each Issuing Bank (in each case, such consent not to be unreasonably withheld or delayed).
(c) Any increase in the Total Commitment shall be implemented using customary documentation (any such documentation, an “Incremental Agreement”).
Appears in 2 contracts
Samples: Credit Agreement (Vine Resources Inc.), Credit Agreement (Vine Resources Inc.)
Increase of Total Commitment. (a) Subject to the conditions set forth in Section 2.16(b), the Borrower may increase the Total Commitment then in effect (any such increase an “Incremental Increase”) with the prior written consent of the Administrative Agent by increasing the Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) Any increase in the Total Commitment shall be subject to the following additional conditions:
(i) such increase shall not be less than $10,000,000 (and increments of $1,000,000 above that minimum) 1,987,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000;198,675,000.
(ii) no Event of Default shall have occurred and be continuing after giving effect to at the effective date of such increase;
(iii) if, on the effective date of such increase, any LIBOR Loans are outstanding, then the Borrower pays compensation required by Section 2.11;
(iv) no Lender’s Commitment may be increased without the consent of such Lender;
(ivv) the Administrative Agent, the Swingline Lender Agent and the Letter of Credit Issuer must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(vvi) the maturity date of such increase shall be the same as the Maturity Date; and
(vivii) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may be increased to be consistent with that for such Incremental Increases)Agreement.
(c) Any increase in the Total Commitment shall be implemented using customary documentation (any such documentation, an “Incremental Agreement”).
Appears in 2 contracts
Samples: Credit Agreement (KKR Financial Holdings LLC), Credit Agreement (KKR Financial Holdings LLC)
Increase of Total Commitment. (a) Subject to the conditions set forth in Section 2.16(b), the Borrower may increase the Total Commitment then in effect (any such increase an “Incremental Increase”) by increasing the Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) Any increase in the Total Commitment shall be subject to the following additional conditions:
(i) such increase shall not be less than $10,000,000 5,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,0001,250,000,000;
(ii) no Event of Default shall have occurred and be continuing after giving effect to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer each Issuing Bank must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) the maturity date of such increase shall be the same as the Maturity Date; and
(vi) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may shall be increased to be consistent with that for such Incremental Increases).
(c) Any increase in the Total Commitment shall be implemented using customary documentation (any such documentation, an “Incremental Agreement”).
Appears in 2 contracts
Samples: Credit Agreement (Athlon Energy Inc.), Credit Agreement (Athlon Energy Inc.)
Increase of Total Commitment. (a) Subject to the conditions set forth in Section 2.16(b), the Borrower may increase the Total Commitment then in effect (any such increase an “Incremental Increase”) by increasing the Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) Any increase in the Total Commitment shall be subject to the following additional conditions:
(i) such increase shall not be less than $10,000,000 5,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000;
(ii) no Event of Default shall have occurred and be continuing immediately after giving effect to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer each Issuing Bank must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) the maturity date of such increase shall be the same as the Maturity Date; and;
(vi) for the avoidance of doubt, such increase shall be subject to the Borrowing Base (which may, subject to and in accordance with Section 2.14(b), be redetermined at the Borrower’s option immediately after giving effect to any acquisition of Borrowing Base Properties);
(vii) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may shall be increased to be consistent with that for such Incremental Increases);
(viii) the Borrower may seek commitments in respect of an Incremental Increase, in its sole discretion, from either existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from additional banks, financial institutions or other institutional lenders or investors who will become Lenders hereunder with the consent of the Administrative Agent, each Swingline Lender and each Issuing Bank (in each case, such consent not to be unreasonably withheld or delayed); and
(ix) the Total Commitment shall not exceed $750,000,000.
(c) Any increase in the Total Commitment shall be implemented using customary documentation (any such documentation, an “Incremental Agreement”). Each of the parties hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Incremental Agreement, without the consent of Lenders other than the Lenders providing such Incremental Increase, to the extent necessary to (i) reflect the existence and terms of an Incremental Facility, (ii) address technical issues relating to funding and payments and (iii) effect such other amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of counsel to the Administrative Agent and of the Borrower, to effect the provisions of Section 2.16(c) and Section 11.12, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Incremental Agreement.
(d) On the date on which an Incremental Increase becomes effective in accordance with this Section 2.16 (such date, the “Incremental Increase Effective Date”), the Commitment of each Lender and the amount of all outstanding Loans and participations in Letters of Credit and Swingline Loans of each Lender shall automatically, without further action by any Person, be reallocated among the Lenders in accordance with their respective Commitments, so that, after giving effect thereto, the Loans outstanding and participations in Letters of Credit and Swingline Loans are held by the Lenders (including each Increasing Lender and each Additional Lender) pro rata based on their Commitments after giving effect to such Incremental Increase. To effect such reallocations, each Lender whose percentage of the Commitments is reduced as a result of such Incremental Increase (each an “Assignor Lender”) shall be deemed irrevocably to sell and assign to each Increasing Lender and each Additional Lender (each such Increasing Lender and Additional Lender, collectively, the “Assignee Lenders”), and each Assignee Lender shall be deemed irrevocably to purchase and assume from such Assignor Lender, as of the Incremental Increase Effective Date, (A) all of such Assignor Lender’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto, to the extent related to such amount and such percentage interest of all of such outstanding rights and obligations of such Assignor Lender (including any Letters of Credit, guarantees, and Swingline Loans), so that, after giving effect thereto, the Loans outstanding and participations in Letters of Credit and Swingline Loans are held by the Lenders (including each Increasing Lender and each Additional Lender) pro rata based on their Commitments after giving effect to such Incremental Increase and (B) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of such Assignor Lender (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (A) above (the rights and obligations sold and assigned pursuant to clauses (A) and (B) above being referred to herein collectively as the “Assigned Interest”). On the Incremental Increase Effective Date, each Assignee Lender shall pay to each Assignor Lender for its Assigned Interest an amount equal to 100% of the principal amount of outstanding Loans assigned by such Assignor Lender to such Assignee Lender pursuant to the preceding sentence. Such sale and assignment (x) shall be deemed to have been effected by way of, and subject to the terms and conditions of, an Assignment and Assumption without the payment of any related assignment fee, and, except for replacement promissory notes to be provided to any Additional Lender or Increasing Lender in the principal amount of their respective Commitments after giving effect to such Incremental Increase, if applicable, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments and (y) is without recourse to such Assignor Lender and, except as expressly provided in such Assignment and Assumption, without representation or warranty by such Assignor Lender. The Administrative Agent, the Borrower, each Swingline Lender, each Issuing Bank and each Lender hereby consent and agree to such reallocation. On each Incremental Increase Effective Date, the Administrative Agent shall distribute to the Borrower and the Lenders (including each Additional Lender) a revised Schedule 1.1(a) that shall amend and restate and supersede and replace Schedule 1.1(a) to this Agreement as in effect immediately prior to such Incremental Increase Effective Date. Each Assignor Lender and each Additional Lender and/or Increasing Lender (as applicable) shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments.
Appears in 2 contracts
Samples: Credit Agreement (Vine Energy Inc.), Credit Agreement (Vine Energy Inc.)
Increase of Total Commitment. (a) Subject Provided there exists no Suspension Event, Default or Event of Default, upon notice to the conditions set forth in Section 2.16(bAdministrative Agent (which shall promptly notify the Lenders), RenRe may from time to time, request an increase in the Borrower may increase Total Commitments in increments of $10,000,000 but in no event shall (i) the aggregate of all increases effected after the Restatement Effective Date pursuant to this Section 2.18 exceed $500,000,000 and (ii) the Total Commitment then exceed in effect the aggregate $1,500,000,000. At the time of sending such notice, RenRe (any in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such increase an “Incremental Increase”) by increasing notice to the Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”Lenders).
(b) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its L/C Commitment and, if so, whether by an amount equal to, greater than, or less than its L/C Commitment Percentage of such requested increase. Any increase in the Total Commitment Lender not responding within such time period shall be deemed to have declined to increase its L/C Commitment.
(c) The Administrative Agent shall notify RenRe and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the following approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), RenRe may also invite additional conditions:Eligible Assignees to become Lenders (a “New Lender”) pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(d) If the Total Commitments are increased in accordance with this Section 2.18, the Administrative Agent and RenRe shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify RenRe and the Lenders of the final allocation of such increase and the Increase Effective Date. The L/C Commitments and obligations of all Lenders party hereto prior to the Increase Effective Date shall not be affected by any increase of the Total Commitments, other than the resulting adjustment to the Pro Rata Share which each Lender has of the aggregate L/C Participation Interests.
(e) As a condition precedent to such increase, RenRe shall deliver to the Administrative Agent a certificate of each Credit Party dated as of the Increase Effective Date (with sufficient copies for each Lender) signed by an Authorized Officer of such Credit Party (i) certifying and attaching the resolutions adopted by such increase shall not be less than $10,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consentsCredit Party approving or consenting to such increase, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000;
(ii) no Event of Default shall have occurred certifying that, before and be continuing after giving effect to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender and the Letter satisfaction of Credit Issuer must consent to the increase all conditions precedent set forth in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) the maturity date of such increase shall be the same as the Maturity Date; and
(vi) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may be increased to be consistent with that for such Incremental Increases)Section 3.2.
(cf) Any increase This Section shall supersede any provisions in Section 9.1 to the Total Commitment shall be implemented using customary documentation (any such documentation, an “Incremental Agreement”)contrary.
Appears in 2 contracts
Samples: Reimbursement Agreement, Reimbursement Agreement (Renaissancere Holdings LTD)
Increase of Total Commitment. (a) Subject to the conditions set forth in Section 2.16(b)Unless a Default or Event of Default has occurred and is continuing, the Borrower may increase request, subject to the approval of the Administrative Agent, that the Total Commitment then in effect (any be increased, provided that such increase an “Incremental Increase”shall not, except with the consent of the Majority Banks, in any event exceed $500,000,000 plus the amount, if any, by which the Total Commitment has been reduced as a result of the termination of the Commitments of any Bank pursuant to §5.12 hereunder; provided, however, that (i) by any Bank which is a party to this Agreement prior to such increase shall have the first option, and may elect, to fund its pro rata share of the increase, thereby increasing its Commitment hereunder, but no Bank shall have any obligation to do so, (ii) in the event that it becomes necessary to include a new Bank to provide additional funding under this §2.3.2, such new Bank must be reasonably acceptable to the Administrative Agent and the Borrower, and (iii) the Banks’ Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at Percentages shall be correspondingly adjusted, as necessary, to reflect any increase in the Total Commitment and Schedule 1 shall be amended to reflect such time is not a Lender to become a Lender (an “Additional Lender”).
(b) adjustments. Any such increase in the Total Commitment shall be subject to require, among other things, the following additional conditions:
(i) satisfaction of such increase shall not be less than $10,000,000 (and increments of $1,000,000 above that minimum) unless conditions precedent as the Administrative Agent otherwise consentsmay reasonably require, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000;
(ii) no Event of Default shall have occurred and be continuing after giving effect to such increase;
(iii) no Lender’s Commitment may be increased including, without the consent of such Lender;
(iv) limitation, the Administrative Agent, ’s receipt of evidence of applicable corporate authorization and other corporate documentation from the Swingline Lender Borrower and the Letter Guarantor and the legal opinion of Credit Issuer must consent counsel to the increase in Commitments of an Increasing Lender Borrower and the addition Guarantor, each in form and substance satisfactory to the Administrative Agent and such Banks as are participating in such increase. The Borrower shall prepay that portion of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) Syndicated Loans outstanding on the maturity effective date of any such increase shall be the same as the Maturity Date; and
(vi) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable extent necessary to this Agreement (other than keep the outstanding Syndicated Loans ratable with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may be increased to be consistent with that for such Incremental Increases).
(c) Any revised Commitment Percentages arising from any nonratable increase in the Total Commitment shall be implemented using customary documentation (any such documentation, an “Incremental Agreement”)Commitments under this Section.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Waste Management Inc), Revolving Credit Agreement (Waste Management Inc)
Increase of Total Commitment. (a) Subject to the conditions set forth in Section 2.16(b), the Borrower may increase the Total Commitment then in effect (any such increase an “Incremental Increase”) by increasing the Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) Any increase in the Total Commitment shall be subject to the following additional conditions:
(i) such increase shall not be less than $10,000,000 25,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000;
(ii) no Event of Default shall have occurred and be continuing immediately after giving effect to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer each Issuing Bank must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) the maturity date of such increase shall be the same as the Maturity Date; and;
(vi) for the avoidance of doubt, such increase shall be subject to the Borrowing Base (which may, subject to and in accordance with Section 2.14(b), be redetermined at the Borrower’s option immediately after giving effect to any acquisition of Borrowing Base Properties);
(vii) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may shall be increased to be consistent with that for such Incremental Increases).; and
(cviii) Any increase the Borrower may seek commitments in the Total Commitment respect of an Incremental Increase, in its sole discretion, from either existing Lenders (each of which shall be implemented using customary documentation entitled to agree or decline to participate in its sole discretion) or from additional banks, financial institutions or other institutional lenders or investors who will become Lenders hereunder with the consent of the Administrative Agent, each Swingline Lender and each Issuing Bank (any in each case, such documentation, an “Incremental Agreement”consent not to be unreasonably withheld or delayed).
Appears in 2 contracts
Samples: Credit Agreement (Vine Resources Inc.), Credit Agreement (Vine Resources Inc.)
Increase of Total Commitment. (a) Subject to the conditions set forth in Section 2.16(b)Unless a Default or Event of Default has occurred and is continuing, the Borrower Borrowers may request, in consultation with the Administrative Agent but without the requirement of consent from any Bank except as provided below in connection with any increase in such Bank’s Commitment, that the Total Commitment then be increased to an amount not to exceed Two Hundred Million Dollars ($200,000,000) hereunder. Upon such request, the Total Commitment shall be increased to the requested amount not to exceed Two Hundred Million Dollars ($200,000,000) provided, however, that (i) no Bank’s Commitment hereunder shall be increased without such Bank’s prior written consent to such increase, (ii) in effect the event that a new Bank (any such increase an the “Incremental IncreaseIncoming Bank”) by increasing is included to provide the Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) Any requested increase in the Total Commitment shall under this §2.2.2, such Incoming Bank must be subject reasonably acceptable to the following additional conditions:
(i) such increase shall not be less than $10,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consentsand the Borrowers, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000;
(ii) no Event of Default shall have occurred and be continuing after giving effect to such increase;
(iii) no Lender’s the Banks’ Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) the maturity date of such increase Percentages shall be the same correspondingly adjusted, as the Maturity Date; and
(vi) the increase shall be on the exact same terms and pursuant necessary, to the exact same documentation applicable to this Agreement (other than with respect to reflect any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may be increased to be consistent with that for such Incremental Increases).
(c) Any increase in the Total Commitment and the Banks’ and any Incoming Bank’s adjusted participation therein and Schedule 1 shall be implemented using customary documentation amended to reflect such adjustments and (iv) the Borrowers shall indemnify the Banks and the Administrative Agent for any costs or expenses incurred as a consequence of the reallocation of any Eurodollar Rate Loan to an Incoming Bank pursuant to the provisions of §4.8. The Banks, including any Incoming Bank, shall promptly make such documentationadjustments among themselves, an “Incremental Agreement”)as instructed by the Administrative Agent, in order to insure that each Bank, including any Incoming Bank, has funded its Commitment Percentage (adjusted after giving effect to the transactions increasing the Total Commitment pursuant to this §2.2.2) of the outstanding amount of the Revolving Credit Loans and all unpaid Reimbursement Obligations.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Waste Industries Usa Inc), Revolving Credit Agreement (Waste Industries Usa Inc)
Increase of Total Commitment. (a) Subject to the conditions set forth in Section 2.16(b), the Borrower may increase the Total Commitment then in effect (any such increase an “Incremental Increase”) by increasing the Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) Any increase in the Total Commitment shall be subject to the following additional conditions:
(i) such increase shall not be less than $10,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000;
(ii) no Event of Default shall have occurred and be continuing after giving effect to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;; 715000788 12406500715000788 12406500
(iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) the maturity date of such increase shall be the same as the Maturity Date; and
(vi) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may be increased to be consistent with that for such Incremental Increases).
(c) Any increase in the Total Commitment shall be implemented using customary documentation (any such documentation, an “Incremental Agreement”).
Appears in 2 contracts
Samples: Fifth Amendment and Waiver Agreement (Samson Resources Corp), Fifth Amendment and Waiver Agreement (Samson Resources Corp)
Increase of Total Commitment. (a) Subject to the conditions set forth in Section 2.16(b), the Borrower may may, from time to time (including in connection with any redetermination of the Borrowing Base), increase the Total Commitment then in effect (any such increase an “Incremental Increase”) by increasing the Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) Any increase in the Total Commitment shall be subject to the following additional conditions:
(i) such increase shall not be less than $10,000,000 100,000,000 (and increments of $1,000,000 10,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000(A) at any time during an Investment Grade Period, the Maximum Aggregate Amount or (B) at any time other than during an Investment Grade Period, the lesser of the Borrowing Base then in effect and the Maximum Aggregate Amount;
(ii) no Default or Event of Default shall have occurred and be continuing after giving effect to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender and the Letter Agent shall have been given notice of Credit Issuer must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayedCommitments;
(v) the maturity date of such increase shall be the same as the Maturity Date;
(vi) the Borrower shall have paid to the Administrative Agent, for payment to any Increasing Lender or Additional Lender, as applicable, any fees payable in the amounts and at the times separately agreed upon among the Borrower, the Administrative Agent and such Lender or Lenders; and
(vivii) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may be increased to be consistent with that for such Incremental Increases).
(c) Any increase in Each Increasing Lender or Additional Lender shall execute and deliver to the Total Commitment shall be implemented using Borrower and the Administrative Agent customary documentation (any such documentation, an “Incremental Agreement”) implementing any Incremental Increase. Upon receipt by the Administrative Agent of one or more executed Incremental Agreements increasing the Commitments of Lenders and/or adding Commitments from Additional Lenders as provided in this Section 2.16, (i) the Total Commitment shall be increased automatically on the effective date set forth in such Incremental Agreements by the aggregate amount indicated in such Incremental Agreements without further action by the Borrower, the Administrative Agent and the Letter of Credit Issuers or any Lender, (ii) Schedule 1.1(a) and the Register shall each be amended to add such Additional Lender’s Commitment or to reflect the increase in the Commitment of an Increasing Lender, and the Commitment Percentages of the Lenders shall be adjusted accordingly to reflect the Incremental Increase of each Additional Lender and/or each Increasing Lender, (iii) the Administrative Agent shall distribute to the Borrower, the Administrative Agent, each Letter of Credit Issuer and each Lender the revised Schedule 1.1(a), (iv) any such Additional Lender shall be deemed to be a party in all respects to this Agreement and any other Credit Documents to which the Lenders are a party, and (v) upon the effective date set forth in such Incremental Agreement, any such Lender party to the Incremental Agreement shall purchase a pro rata portion of the outstanding Loans (including participations in L/C Obligations) of each of the current Lenders such that each Lender (including any Additional Lender, if applicable) shall hold its respective Commitment Percentage of the outstanding Loans (and participation interests in participations in L/C Obligations) as reflected in the revised Schedule 1.1(a) required by this Section 2.16.
Appears in 2 contracts
Samples: Credit Agreement (Range Resources Corp), Credit Agreement (Range Resources Corp)
Increase of Total Commitment. (a) Subject to the conditions set forth in Section 2.16(b), the Borrower may increase the Total Commitment then in effect (any such increase an “Incremental Increase”) by increasing the Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) Any increase in the Total Commitment shall be subject to the following additional conditions:
(i) such increase shall not be less than $10,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,0004,000,000,000;
(ii) no Event of Default shall have occurred and be continuing after giving effect to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer each Issuing Bank must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) the maturity date of such increase shall be the same as the Maturity Date; and
(vi) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may be increased to be consistent with that for such Incremental Increases).
(c) Any increase in the Total Commitment shall be implemented using customary documentation (any such documentation, an “Incremental Agreement”).
Appears in 1 contract
Increase of Total Commitment. (a) Subject to the conditions set forth in Section 2.16(b), the Borrower may increase the Total Commitment then in effect (any such increase an “Incremental Increase”) by increasing the Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) Any increase in the Total Commitment shall be subject to the following additional conditions:
(i) such increase shall not be less than $10,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000;
(ii) no Event of Default shall have occurred and be continuing immediately after giving effect to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer each Issuing Bank must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) the maturity date of such increase shall be the same as the Maturity Date; and;
(vi) for the avoidance of doubt, such increase shall be subject to the Borrowing Base (which may, subject to and in accordance with Section 2.14(b) (including the limitations on the number and frequency of Interim Redeterminations), and be redetermined pursuant to an Interim Redetermination at the Borrower’s option immediately after giving effect to any acquisition of Borrowing Base Properties);
(vii) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may shall be increased to be consistent with that for such Incremental Increases); and
(viii) the Borrower may seek commitments in respect of an Incremental Increase, in its sole discretion, from either existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from additional banks, financial institutions or other institutional lenders who will become Lenders hereunder with the consent of the Administrative Agent, each Swingline Lender and each Issuing Bank (in each case, such consent not to be unreasonably withheld or delayed).
(c) Any increase in the Total Commitment shall be implemented using customary documentation (any such documentation, an “Incremental Agreement”). Each of the parties hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Incremental Agreement, without the consent of Lenders other than the Lenders providing such Incremental Increase, to the extent necessary to (i) reflect the existence and terms of an Incremental Increase and (ii) address technical issues relating to funding and payments, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Incremental Agreement.
Appears in 1 contract
Increase of Total Commitment. (a) Subject to the conditions set forth in Section 2.16(b), the Borrower may may, from time to time (including in connection with any redetermination of the Borrowing Base), increase the Total Commitment then in effect (any such increase an “Incremental Increase”) by increasing the Commitment of a Lender one or more Lenders (each, an “Increasing Lender”) and/or, with the consent of the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer (in each case, such consent not to be unreasonably withheld or delayed), by causing a Person one or more Persons that at such time is are not a Lender Lenders to become a Lender Lenders (each, an “Additional Lender”). Notwithstanding the foregoing, in no case shall an Additional Lender be a natural person, an Industry Competitor, the Borrower or any Subsidiary of the Borrower.
(b) Any increase in the Total Commitment shall be subject to the following additional conditions:
(i) such increase shall not be less than $10,000,000 25,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000the lesser of the Borrowing Base then in effect (which may, subject to and in accordance with Section 2.14(b), be redetermined at the Borrower’s option in connection with any Incremental Increase) and the Maximum Aggregate Amount;
(ii) no Event of Default shall have occurred and be continuing after giving effect to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer must consent to shall have been given notice of the increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayedCommitments;
(v) the maturity date of such increase shall be the same as the Maturity Date;
(vi) the Borrower shall have paid to the Administrative Agent, for payment to any Increasing Lender or Additional Lender, as applicable, any fees payable in the amounts and at the times separately agreed upon among the Borrower, the Administrative Agent and each such Lender or Lenders; and
(vivii) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of this Agreement and the Facility Commitments and the extensions of credit made hereunder may be increased to be consistent with that for such Incremental Increases).
(c) Any increase in Each Increasing Lender or Additional Lender shall execute and deliver to the Total Commitment shall be implemented using Borrower, the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer customary documentation (any such documentation, an “Incremental Agreement”) implementing any Incremental Increase. Upon receipt by the Administrative Agent of one or more executed Incremental Agreements increasing the Commitments of Lenders and/or adding Commitments from Additional Lenders as provided in this Section 2.16, (i) the Total Commitment shall be increased automatically on the effective date set forth in such Incremental Agreements by the aggregate amount indicated in such Incremental Agreements without further action by the Borrower, the Administrative Agent, the Swingline Lender, the Letter of Credit Issuer or any Lender, (ii) Schedule 1.1(a) and the Register shall each be amended to add such Additional Lender’s Commitment or to reflect the increase in the Commitment of an Increasing Lender, and the Commitment Percentages of the Lenders shall be adjusted accordingly to reflect the Incremental Increase of each Additional Lender and/or each Increasing Lender, (iii) the Administrative Agent shall distribute to the Borrower, the Administrative Agent, the Swingline Lender, the Letter of Credit Issuer and each Lender the revised Schedule 1.1(a), (iv) any such Additional Lender shall be deemed to be a party in all respects to this Agreement and any other Credit Documents to which the Lenders are a party, and (v) upon the effective date set forth in such Incremental Agreement, any such Lender party to the Incremental Agreement shall purchase a pro rata portion of the outstanding Loans (including participations in L/C Obligations or Swingline Loans) of each of the current Lenders such that each Lender (including any Additional Lender, if applicable) shall hold its respective Commitment Percentage of the outstanding Loans (and participation interests in participations in L/C Obligations or Swingline Loans) as reflected in the revised Schedule 1.1(a) required by this Section 2.16. In connection with the effectiveness of any Incremental Agreement, the Borrower shall pay to the Administrative Agent any applicable breakage costs associated with reallocations as and when due pursuant to Section 2.11.
Appears in 1 contract
Samples: Credit Agreement (Denbury Inc)
Increase of Total Commitment. (a) Subject to the conditions set forth in Section 2.16(b), the Borrower may may, from time to time (including in connection with any redetermination of the Borrowing Base), increase the Total Commitment then in effect (any such increase an “Incremental Increase”) by increasing the Commitment of a Lender one or more Lenders (each, an “Increasing Lender”) and/or, with the consent of the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer (in each case, such consent not to be unreasonably withheld or delayed), by causing a Person one or more Persons that at such time is are not a Lender Lenders to become a Lender Lenders (each, an “Additional Lender”).
(b) Any increase in the Total Commitment shall be subject to the following additional conditions:
(i) such increase shall not be less than $10,000,000 25,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000(A) at any time during an Investment Grade Period, the Maximum Aggregate Amount, or (B) at any time other than during an Investment Grade Period, the lesser of the Borrowing Base then in effect (which may, subject to and in accordance with Section 2.14(b), be redetermined at the Borrower’s option in connection with any Incremental Increase) and the Maximum Aggregate Amount;
(ii) no Event of Default shall have occurred and be continuing after giving effect to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer must consent to shall have been given notice of the increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayedCommitments;
(v) the maturity date of such increase shall be the same as the Maturity Date;
(vi) the Borrower shall have paid to the Administrative Agent, for payment to any Increasing Lender or Additional Lender, as applicable, any fees payable in the amounts and at the times separately agreed upon among the Borrower, the Administrative Agent and each such Lender or Lenders; and
(vivii) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may be increased to be consistent with that for such Incremental Increases).
(c) Any increase in Each Increasing Lender or Additional Lender shall execute and deliver to the Total Commitment shall be implemented using Borrower, the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer customary documentation (any such documentation, an “Incremental Agreement”) implementing any Incremental Increase. Upon receipt by the Administrative Agent of one or more executed Incremental Agreements increasing the Commitments of Lenders and/or adding Commitments from Additional Lenders as provided in this Section 2.16, (i) the Total Commitment shall be increased automatically on the effective date set forth in such Incremental Agreements by the aggregate amount indicated in such Incremental Agreements without further action by the Borrower, the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer or any Lender, (ii) Schedule 1.1(a) and the Register shall each be amended to add such Additional Lender’s Commitment or to reflect the increase in the Commitment of an Increasing Lender, and the Commitment Percentages of the Lenders shall be adjusted accordingly to reflect the Incremental Increase of each Additional Lender and/or each Increasing Lender, (iii) the Administrative Agent shall distribute to the Borrower, the Administrative Agent, the Swingline Lender, the Letter of Credit Issuer and each Lender the revised Schedule 1.1(a), (iv) any such Additional Lender shall be deemed to be a party in all respects to this Agreement and any other Credit Documents to which the Lenders are a party, and (v) upon the effective date set forth in such Incremental Agreement, any such Lender party to the Incremental Agreement shall purchase a pro rata portion of the outstanding Loans (including participations in L/C Obligations or Swingline Loans) of each of the current Lenders such that each Lender (including any Additional Lender, if applicable) shall hold its respective Commitment Percentage of the outstanding Loans (and participation interests in participations in L/C Obligations or Swingline Loans) as reflected in the revised Schedule 1.1(a) required by this Section 2.16. In connection with the effectiveness of any Incremental Agreement, Borrower shall pay to the Administrative Agent any applicable breakage costs associated with reallocations as and when due pursuant to Section 2.11.
Appears in 1 contract
Increase of Total Commitment. Unless a Default or Event of Default has occurred and is continuing, the Company may request, subject to the approval of the Administrative Agent, that the Total Commitment be increased, provided that such increase shall not, except with the consent of the Majority Banks, in any event exceed $750,000,000 plus the amount, if any, by which the Total Commitment has been reduced as a result of the termination of the Commitments of any Bank pursuant to §2.18 hereunder; provided, however, that (a) Subject any Bank which is a party to this Agreement prior to such increase shall have the first option, and may elect, to fund its pro rata share of the increase, thereby increasing its Commitment hereunder, but no Bank shall have any obligation to do so, (b) in the event that it becomes necessary to include a new Bank to provide additional funding under this §2.3.2, such new Bank must be reasonably acceptable to the conditions set forth in Section 2.16(b)Administrative Agent, the Borrower may Issuing Banks and the Company and shall become a Bank pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel, and (c) the Banks’ Commitment Percentages shall be correspondingly adjusted, as necessary, to reflect any increase in the Total Commitment then in effect (and Schedule 1 shall be amended to reflect such adjustments. At the time of requesting any such increase, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Bank is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such request to the Banks unless otherwise approved by the Administrative Agent). Each Bank shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Commitment Percentage of such requested increase. Any Bank not responding within such time period shall be deemed to have declined to increase its Commitment. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Company shall determine the effective date (the “Incremental IncreaseIncrease Effective Date”) by increasing and the Commitment final allocation of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) increase. The Administrative Agent shall promptly notify the Company and the Banks of the final allocation of such increase and the Increase Effective Date. Any such increase in the Total Commitment shall be subject to require, among other things, the following additional conditions:
(i) satisfaction of such increase shall not be less than $10,000,000 (and increments of $1,000,000 above that minimum) unless conditions precedent as the Administrative Agent otherwise consentsmay reasonably require, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000;
(ii) no Event of Default shall have occurred and be continuing after giving effect to such increase;
(iii) no Lender’s Commitment may be increased including, without the consent of such Lender;
(iv) limitation, the Administrative Agent, ’s receipt of evidence of applicable corporate authorization and other corporate documentation from the Swingline Lender Borrowers and the Letter Guarantor and the legal opinion of Credit Issuer must consent counsel to the increase in Commitments of an Increasing Lender Borrowers and the addition Guarantor, each in form and substance satisfactory to the Administrative Agent and such Banks as are participating in such increase. The Borrowers shall prepay that portion of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) Committed Loans outstanding on the maturity effective date of any such increase shall be the same as the Maturity Date; and
(vi) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable extent necessary to this Agreement (other than keep the outstanding Committed Loans ratable with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may be increased to be consistent with that for such Incremental Increases).
(c) Any revised Commitment Percentages arising from any non-ratable increase in the Total Commitment Commitments under this Section. This Section shall be implemented using customary documentation (supersede any such documentation, an “Incremental Agreement”)provisions in §2.12 or §15.9 to the contrary.
Appears in 1 contract
Increase of Total Commitment. Unless a Default or an Event of Default has occurred and is continuing, the Borrower, by written notice to the Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that the Total Commitment be increased by an amount not less than $25,000,000 per request and not more than $400,000,000 in the aggregate (such that the Total Commitment after such increase shall never exceed $1,000,000,000); provided that for any such request (a) Subject the Borrower shall not have requested the one-year extension of the Maturity Date pursuant to the conditions set forth definition thereof, (b) any Lender which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment but shall not have any obligation to so increase its Commitment, and (c) in Section 2.16(b)the event that each Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders willing to hold commitments for the requested increase, and the Borrower may also identify additional lenders willing to hold commitments for the requested increase, provided that the Administrative Agent, the Swing Lender and the Fronting Bank shall have the right to approve any such additional lender, which approval will not be unreasonably withheld, conditioned or delayed. In the event that lenders commit to any such increase, the Total Commitment and the Commitments of the committed Lenders shall be increased, the Commitment Percentages of the Lenders shall be adjusted, new Notes shall be issued, the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or make new Commitments in response to the Borrower’s request for an increase in the Total Commitment then pursuant to this §2.2, in effect (each case without the consent of the Lenders other than those Lenders increasing their Commitments. The fees payable by the Borrower upon any such increase an “Incremental Increase”) by increasing the Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) Any increase in the Total Commitment shall be subject to agreed upon by the following additional conditions:
(i) such increase shall not be less than $10,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000;
(ii) no Event of Default shall have occurred and be continuing after giving effect to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender Arrangers and the Letter of Credit Issuer must consent Borrower. Notwithstanding the foregoing, nothing in this §2.2 shall constitute or be deemed to the constitute an agreement by any Lender to increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) the maturity date of such increase shall be the same as the Maturity Date; and
(vi) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may be increased to be consistent with that for such Incremental Increases)its Commitment hereunder.
(c) Any increase in the Total Commitment shall be implemented using customary documentation (any such documentation, an “Incremental Agreement”).
Appears in 1 contract
Increase of Total Commitment. (a) Subject to the conditions set forth in Section 2.16(b)Unless a Default or Event of Default has occurred and is continuing, the Borrower may increase request, subject to the approval of the Administrative Agent, that the Total Commitment then be increased, provided that such increase shall not, except with the consent of the Majority Banks, in effect any event exceed $500,000,000 plus the amount, if any, by which the Total Commitment has been reduced as a result of the termination of the Commitments of any Bank pursuant to §5.12 hereunder; provided, however, that (i) any Bank which is a party to this Agreement prior to such increase shall have the first option, and may elect, to fund its pro rata share of the increase, thereby increasing its Commitment hereunder, but no Bank shall have any obligation to do so, (ii) in the event that it becomes necessary to include a new Bank to provide additional funding under this §2.3.2, such new Bank must be reasonably acceptable to the Administrative Agent and the Borrower and shall become a Bank pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel, and (iii) the Banks’ Commitment Percentages shall be correspondingly adjusted, as necessary, to reflect any increase in the Total Commitment and Schedule 1 shall be amended to reflect such adjustments. At the time of requesting any such increase, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Bank is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such request to the Banks unless otherwise approved by the Administrative Agent). Each Bank shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Commitment Percentage of such requested increase. Any Bank not responding within such time period shall be deemed to have declined to increase its Commitment. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Incremental IncreaseIncrease Effective Date”) by increasing and the Commitment final allocation of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) increase. The Administrative Agent shall promptly notify the Borrower and the Banks of the final allocation of such increase and the Increase Effective Date. Any such increase in the Total Commitment shall be subject to require, among other things, the following additional conditions:
(i) satisfaction of such increase shall not be less than $10,000,000 (and increments of $1,000,000 above that minimum) unless conditions precedent as the Administrative Agent otherwise consentsmay reasonably require, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000;
(ii) no Event of Default shall have occurred and be continuing after giving effect to such increase;
(iii) no Lender’s Commitment may be increased including, without the consent of such Lender;
(iv) limitation, the Administrative Agent, ’s receipt of evidence of applicable corporate authorization and other corporate documentation from the Swingline Lender Borrower and the Letter Guarantor and the legal opinion of Credit Issuer must consent counsel to the increase in Commitments of an Increasing Lender Borrower and the addition Guarantor, each in form and substance satisfactory to the Administrative Agent and such Banks as are participating in such increase. The Borrower shall prepay that portion of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) Syndicated Loans outstanding on the maturity effective date of any such increase shall be the same as the Maturity Date; and
(vi) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable extent necessary to this Agreement (other than keep the outstanding Syndicated Loans ratable with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may be increased to be consistent with that for such Incremental Increases).
(c) Any revised Commitment Percentages arising from any nonratable increase in the Total Commitment Commitments under this Section. This Section shall be implemented using customary documentation (supersede any such documentation, an “Incremental Agreement”)provisions in § 5.1 or § 15.9 to the contrary.
Appears in 1 contract
Increase of Total Commitment. The Borrower may at any time and from time to time add additional financial institutions hereunder as Lenders or, with the consent of the applicable Lender, increase the Commitment of such Lender and thereby increase the Total Commitment, provided that at the time of any such addition:
(a) Subject to the conditions set forth in Section 2.16(b), the Borrower may increase the Total Commitment then in effect (any such increase an “Incremental Increase”) by increasing the Commitment no Default or Event of a Lender (an “Increasing Lender”) or by causing a Person that at such time Default has occurred and is not a Lender to become a Lender (an “Additional Lender”).continuing;
(b) Any increase in the Total Commitment shall be subject to the following additional conditions:
as so increased (i) such increase shall not be less than $10,000,000 (and increments after taking into account any prior reductions of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would pursuant to Section 3.3(b)(i) or Section 11.7) does not exceed U.S. $4,250,000,000800,000,000;
(iic) no Event of Default shall have occurred the Agent and be continuing after giving effect each Fronting Lender has consented to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional financial institution becoming a Lender, in if it is not already a Lender, each case, such consent not to be unreasonably withheld or delayedwithheld;
(vd) concurrently with the maturity date addition of a financial institution as an additional Lender or the increase of a Lender's Commitment, such increase shall be the same financial institution or Lender, as the Maturity Datecase may be, shall purchase from each Lender such portion of the Borrowings of each such Lender as is necessary to ensure that all Borrowings of all Lenders and including therein such additional financial institution, are in accordance with the Lender's Proportion of all such Lenders (including the new financial institution) 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; and
(vie) the increase shall be on the exact same terms and pursuant Borrower has provided to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin Agent a certified copy of a directors' resolution of the Facility may be increased to be consistent with that for Borrower authorizing any such Incremental Increases).
(c) Any increase in the Total Commitment shall (which may be implemented using customary documentation (any such documentation, an “Incremental the original directors' resolution authorizing this Credit Facility) together with a legal opinion with respect thereto in substantially the same form as the opinions delivered in connection with the closing of this Agreement”).
Appears in 1 contract
Increase of Total Commitment. The Borrower may at any time and from time to time add additional financial institutions hereunder as Revolving Lenders or, with the consent of a Revolving Lender, increase the Revolving Commitment of such Revolving Lender or, with the consent of the Swingline Lender, increase the Swingline Commitment and, in each case, thereby increase the Total Commitment; provided that at the time of any such addition or increase:
(a) Subject to the conditions set forth in Section 2.16(b), the Borrower may increase the Total Commitment then in effect (any such increase an “Incremental Increase”) by increasing the Commitment no Default or Event of Default has occurred and is continuing or would occur as a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).result thereof;
(b) Any increase in as of the date of such increase, the Total Debt to Adjusted EBITDA Ratio (calculated on a Pro Forma Basis) is less than 2.00:1.00;
(c) the Total Commitment shall be subject to the following additional conditions:
(ias increased) such increase shall does not be less than exceed Cdn. $10,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,00055,000,000;
(ii) no Event of Default shall have occurred and be continuing after giving effect to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;
(ivd) the Administrative Agent, Agent and the Swingline Lender and have consented to such financial institution becoming a Lender or, in the Letter of Credit Issuer must consent to the increase in Commitments case of an Increasing Lender and the addition of any Additional existing Lender, in each caseincreasing its Revolving Commitment or Swingline Commitment, such consent not to be unreasonably withheld or delayedwithheld;
(ve) all approvals necessary have been obtained in accordance with the maturity date of Second Lien Intercreditor Agreement to ensure such increase shall be the same as the Maturity Date; and
(vi) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may be increased to be consistent with that for such Incremental Increases).
(c) Any increase Total Commitment is included in the Total Commitment shall be implemented using customary documentation “First Lien Cap Amount” (any as such documentation, an “Incremental term is defined in the Second Lien Intercreditor Agreement”).;
Appears in 1 contract
Samples: Credit Agreement
Increase of Total Commitment. Unless a Default or an Event of Default has occurred and is continuing, the Borrower, by written notice to the Administrative Agent, may request on one occasion during the term of this Agreement that the Total Commitment be increased by an amount not to exceed $130,000,000 (to an amount not to exceed $1,000,000,000); provided that (a) Subject any Lender which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment but shall not have any obligation to so increase its Commitment, and (b) in the conditions set forth in Section 2.16(b)event that each Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders willing to hold commitments for the requested increase, and the Borrower may also identify additional lenders willing to hold commitments for the requested increase, provided that the Administrative Agent shall have the right to approve any such additional lender, which approval will not be unreasonably withheld or delayed. In the event that lenders commit to such increase the Total Commitment then in effect (any such increase an “Incremental Increase”) by increasing and the Commitments of the Lenders shall be increased, the Commitment Percentages of a Lender (the Lenders shall be adjusted, new Notes shall be issued, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or make new Commitments in response to the Borrower's request for an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) Any increase in the Total Commitment shall be subject to the following additional conditions:
(i) such increase shall not be less than $10,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000;
(ii) no Event of Default shall have occurred and be continuing after giving effect to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) the maturity date of such increase shall be the same as the Maturity Date; and
(vi) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may be increased to be consistent with that for such Incremental Increases)ss.
(c) Any increase in the Total Commitment shall be implemented using customary documentation (any such documentation, an “Incremental Agreement”).
Appears in 1 contract
Increase of Total Commitment. The Borrower may at any time and from time to time add additional financial institutions hereunder as Lenders or, with the consent of the applicable Lender, increase the Commitment of such Lender and thereby increase the Total Commitment, provided that at the time of any such addition:
(a) Subject to the conditions set forth in Section 2.16(b), the Borrower may increase the Total Commitment then in effect (any such increase an “Incremental Increase”) by increasing the Commitment no Default or Event of a Lender (an “Increasing Lender”) or by causing a Person that at such time Default has occurred and is not a Lender to become a Lender (an “Additional Lender”).continuing;
(b) Any increase in the Total Commitment shall be subject to the following additional conditions:
as so increased (i) such increase shall not be less than $10,000,000 (and increments after taking into account any prior reductions of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would pursuant to Section 3.2(b)(i) or Section 11.7) does not exceed U.S. $4,250,000,000650,000,000;
(iic) no Event of Default shall have occurred the Agent and be continuing after giving effect each Fronting Lender has consented to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional financial institution becoming a Lender, in if it is not already a Lender, each case, such consent not to be unreasonably withheld or delayedwithheld;
(vd) concurrently with the maturity date addition of a financial institution as an additional Lender or the increase of a Lender’s Commitment, such increase shall be the same financial institution or Lender, as the Maturity Datecase may be, shall purchase from each Lender such portion of the Borrowings of each such Lender as is necessary to ensure that all Borrowings of all Lenders and including therein such additional financial institution, are in accordance with the Lender’s Proportion of all such Lenders (including the new financial institution) 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; and
(vie) the increase shall be on the exact same terms and pursuant Borrower has provided to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin Agent a certified copy of a directors’ resolution of the Facility may be increased to be consistent with that for Borrower authorizing any such Incremental Increases).
(c) Any increase in the Total Commitment shall (which may be implemented using customary documentation (any such documentation, an “Incremental the original directors’ resolution authorizing this Credit Facility) together with a legal opinion with respect thereto in substantially the same form as the opinions delivered in connection with the closing of this Agreement”).
Appears in 1 contract
Samples: Credit Agreement (Precision Diversified Oilfield Services Corp.)
Increase of Total Commitment. (a) Subject to the conditions set forth in Section 2.16(b), the Borrower may may, from time to time (including in connection with any redetermination of the Borrowing Base), increase the Total Commitment then in effect (any such increase an “Incremental Increase”) by increasing either or both (as determined by the Borrower) requesting an increase in the Commitment of a Lender one or more Lenders (an “Increasing Lender”) or by causing a Person one or more Persons that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) Any increase in the Total Commitment shall be subject to the following additional conditions:
(i) such increase shall not be less than $10,000,000 5,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000the Maximum Aggregate Amount;
(ii) no Event of Default shall have occurred and be continuing after giving effect to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender Agent and the each Letter of Credit Issuer must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) the maturity date of such increase shall be the same as the Maturity DateDate and the Commitments under the Incremental Increase shall have no mandatory prepayment or commitment reduction other than as provided hereunder; and
(vi) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may be increased to be consistent with that for such Incremental Increases).
(c) Any increase in Each Increasing Lender or Additional Lender shall execute and deliver to the Total Commitment shall be implemented using Borrower, the Administrative Agent and the Letter of Credit Issuers customary documentation (any such documentation, an “Incremental Agreement”) implementing any Incremental Increase. Upon receipt by the Administrative Agent of one or more executed Incremental Agreements increasing the Commitments of Lenders and/or adding Commitments from Additional Lenders as provided in this Section 2.16, (i) the Total Commitment shall be increased automatically on the effective date set forth in such Incremental Agreements by the aggregate amount indicated in such Incremental Agreements without further action by the Borrower, the Administrative Agent, any Letter of Credit Issuer or any Lender, (ii) Schedule 1.1(a) and the Register shall each be amended to add such Additional Lender’s Commitment or to reflect the increase in the Commitment of an Increasing Lender, and the Commitment Percentages of the Lenders shall be adjusted accordingly to reflect the Incremental Increase of each Additional Lender and/or each Increasing Lender, (iii) the Administrative Agent shall distribute to the Borrower, the Administrative Agent, the Letter of Credit Issuers and each Lender the revised Schedule 1.1(a), (iv) any such Additional Lender shall be deemed to be a party in all respects to this Agreement and any other Credit Documents to which the Lenders are a party, and (v) upon the effective date set forth in such Incremental Agreement, any such Lender party to the Incremental Agreement shall purchase a pro rata portion of the outstanding Loans (including participations in L/C Obligations) of each of the current Lenders such that each Lender (including any Additional Lender, if applicable) shall hold its respective Commitment Percentage of the outstanding Loans (and participation interests in participations in L/C Obligations) as reflected in the revised Schedule 1.1(a) required by this Section 2.16.
Appears in 1 contract
Increase of Total Commitment. Unless a Default or an Event of Default has occurred and is continuing, the Borrower, by written notice to the Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that the Total Commitment be increased by an amount not less than $25,000,000 per request and not more than $200,000,000 in the aggregate (such that the Total Commitment after such increase shall never exceed $800,000,000); provided that for any such request (a) Subject the Borrower shall not have requested the one-year extension of the Maturity Date pursuant to the conditions set forth definition thereof, (b) any Lender which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment but shall not have any obligation to so increase its Commitment, and (c) in Section 2.16(b)the event that each Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders willing to hold commitments for the requested increase, and the Borrower may also identify additional lenders willing to hold commitments for the requested increase, provided that the Administrative Agent and the Fronting Bank shall have the right to approve any such additional lender, which approval will not be unreasonably withheld or delayed. In the event that lenders commit to any such increase, the Total Commitment and the Commitments of the committed Lenders shall be increased, the Commitment Percentages of the Lenders shall be adjusted, new Notes shall be issued, the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or make new Commitments in response to the Borrower’s request for an increase in the Total Commitment then pursuant to this §2.2, in effect (each case without the consent of the Lenders other than those Lenders increasing their Commitments. The fees payable by the Borrower upon any such increase an “Incremental Increase”) by increasing the Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) Any increase in the Total Commitment shall be subject to agreed upon by the following additional conditions:
(i) such increase shall not be less than $10,000,000 (Arrangers and increments the Borrower at the time of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000;
(ii) no Event of Default shall have occurred and be continuing after giving effect to such increase;
(iii) no Lender’s . Notwithstanding the foregoing, nothing in this §2.2 shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) the maturity date of such increase shall be the same as the Maturity Date; and
(vi) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may be increased to be consistent with that for such Incremental Increases)hereunder.
(c) Any increase in the Total Commitment shall be implemented using customary documentation (any such documentation, an “Incremental Agreement”).
Appears in 1 contract
Increase of Total Commitment. (a) Subject to the conditions set forth in Section 2.16(b), the Borrower may increase the Total Commitment then in effect (any such increase an “Incremental Increase”) by increasing the Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) Any increase in the Total Commitment shall be subject to the following additional conditions:
(i) such increase shall not be less than $10,000,000 25,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed the lesser of (A) $4,250,000,0001,500,000,000 and (B) the Borrowing Base then in effect (after giving effect to any concurrent increase in the Borrower Base);
(ii) no neither an Event of Default nor a Borrowing Base Deficiency shall have occurred and be continuing after giving effect to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer each Issuing Bank must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) the maturity date of such increase shall be the same as the Maturity Date; and
(vi) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may be increased to be consistent with that for such Incremental Increases). For the avoidance of doubt, any such Incremental Increase shall not require any mandatory prepayment or commitment reduction prior to the Latest Maturity Date.
(c) Any increase in the Total Commitment shall be implemented using customary documentation (any such documentation, an “Incremental Agreement”).
Appears in 1 contract
Samples: Credit Agreement (Talos Energy Inc.)
Increase of Total Commitment. Unless a Default or an Event of Default has occurred and is continuing, the Borrower, by written notice to the Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that the Total Commitment be increased by an amount not less than $25,000,000 per request and not more than $400,000,000 in the aggregate (such that the Total Commitment after such increase shall never exceed $1,000,000,000); provided that for any such request (a) Subject the Borrower shall not have requested any extension of the Maturity Date pursuant to the conditions set forth definition thereof, (b) any Lender which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment but shall not have any obligation to so increase its Commitment, and (c) in Section 2.16(b)the event that each Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders willing to hold commitments for the requested increase, and the Borrower may also identify additional lenders willing to hold commitments for the requested increase, provided that the Administrative Agent, the Swing Lender and the Fronting Bank shall have the right to approve any such additional lender, which approval will not be unreasonably withheld, conditioned or delayed. In the event that lenders commit to any such increase, the Total Commitment and the Commitments of the committed Lenders shall be increased, the Commitment Percentages of the Lenders shall be adjusted, new Notes shall be issued, the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or make new Commitments in response to the Borrower’s request for an increase in the Total Commitment then pursuant to this §2.2, in effect (each case without the consent of the Lenders other than those Lenders increasing their Commitments. The fees payable by the Borrower upon any such increase an “Incremental Increase”) by increasing the Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) Any increase in the Total Commitment shall be subject to agreed upon by the following additional conditions:
(i) such increase shall not be less than $10,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000;
(ii) no Event of Default shall have occurred and be continuing after giving effect to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender Arrangers and the Letter of Credit Issuer must consent Borrower. Notwithstanding the foregoing, nothing in this §2.2 shall constitute or be deemed to the constitute an agreement by any Lender to increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) the maturity date of such increase shall be the same as the Maturity Date; and
(vi) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may be increased to be consistent with that for such Incremental Increases)its Commitment hereunder.
(c) Any increase in the Total Commitment shall be implemented using customary documentation (any such documentation, an “Incremental Agreement”).
Appears in 1 contract
Increase of Total Commitment. Unless a Default or an Event of Default has occurred and is continuing, the Borrower, by written notice to the Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that the Total Commitment be increased by an amount not less than $25,000,000 per request and not more than $200,000,000 in the aggregate (such that the Total Commitment after such increase shall never exceed $1,000,000,000); PROVIDED that for any such request (a) Subject the Borrower shall not have requested the one-year extension of the Maturity Date pursuant to the conditions set forth definition thereof, (b) any Lender which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment but shall not have any obligation to so increase its Commitment, and (c) in Section 2.16(b)the event that each Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders willing to hold commitments for the requested increase, and the Borrower may also identify additional lenders willing to hold commitments for the requested increase, PROVIDED that the Administrative Agent shall have the right to approve any such additional lender, which approval will not be unreasonably withheld or delayed. In the event that lenders commit to any such increase, the Total Commitment and the Commitments of the committed Lenders shall be increased, the Commitment Percentages of the Lenders shall be adjusted, new Notes shall be issued, the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or make new Commitments in response to the Borrower's request for an increase in the Total Commitment then pursuant to this Section 2.2, in effect (each case without the consent of the Lenders other than those Lenders increasing their Commitments. The fees payable by the Borrower upon any such increase an “Incremental Increase”) by increasing the Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) Any increase in the Total Commitment shall be subject to agreed upon by the following additional conditions:
(i) such increase shall not be less than $10,000,000 (Arrangers and increments the Borrower at the time of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000;
(ii) no Event of Default shall have occurred and be continuing after giving effect to such increase;
(iii) no Lender’s . Notwithstanding the foregoing, nothing in this Section 2.2 shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) the maturity date of such increase shall be the same as the Maturity Date; and
(vi) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may be increased to be consistent with that for such Incremental Increases)hereunder.
(c) Any increase in the Total Commitment shall be implemented using customary documentation (any such documentation, an “Incremental Agreement”).
Appears in 1 contract
Increase of Total Commitment. (a) Subject to the conditions set forth in Section 2.16(b), the Borrower may increase the Total Commitment then in effect (any such increase an “Incremental Increase”) by increasing the Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) Any increase in the Total Commitment shall be subject to the following additional conditions:
(i) such increase shall not be less than $10,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000;
(ii) no Event of Default shall have occurred and be continuing immediately after giving effect to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such LenderLender and no Issuing Bank’s Maximum Letter of Credit Commitment may be increased without the consent of such Issuing Bank;
(iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) the maturity date of such increase shall be the same as the Maturity Date; and;
(v) for the avoidance of doubt, such increase shall be subject to the Borrowing Base (which may, subject to and in accordance with Section 2.14(b), be redetermined at the Borrower’s option immediately after giving effect to any acquisition of Borrowing Base Properties);
(vi) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the RBL Facility may shall be increased to be consistent with that for such Incremental Increases); and
(vii) the Borrower may seek commitments in respect of an Incremental Increase, in its sole discretion, from either existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from additional banks, financial institutions or other institutional lenders or investors who will become Lenders hereunder with the consent of the Administrative Agent, each Swingline Lender and each Issuing Bank (in each case, such consent not to be unreasonably withheld, delayed, conditioned or denied).
(c) Any increase in the Total Commitment shall be implemented using customary documentation (any such documentation, an “Incremental Agreement”). Each of the parties hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Incremental Agreement, without the consent of Lenders other than the Lenders providing such Incremental Increase, to the extent necessary to (i) reflect the existence and terms of an Incremental Increase and (ii) address technical issues relating to funding and payments, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Incremental Agreement.
Appears in 1 contract
Increase of Total Commitment. (a) Subject to the conditions set forth in Section 2.16(b), the The Borrower may at any time and from time to time add additional financial institutions hereunder as Syndicated Lenders under the Syndicated Facility or, with the consent of the applicable Lender, increase the Total Commitment then in effect (any such increase an “Incremental Increase”) by increasing the Commitment of such Lender under a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) Any increase in the Total Commitment shall be subject to the following additional conditions:
(i) such increase shall not be less than $10,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000;
(ii) no Event of Default shall have occurred and be continuing after giving effect to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional LenderFacility and, in each case, thereby increase the Total Commitment, provided that at the time of any such addition:
(a) no Default or Event of Default has occurred and is continuing;
(b) the Total Commitment as so increased (after taking into account any prior reductions of the Total Commitment pursuant to Section 3.3(b)(i) or Section 11.8) does not exceed U.S. $750,000,000;
(c) in the case of the Syndicated Facility, the Agent and each Fronting Lender has consented to such financial institution becoming a Syndicated Lender, if it is not already a Syndicated Lender, each such consent not to be unreasonably withheld or delayedwithheld;
(vd) in the maturity date case of the Syndicated Facility, concurrently with the addition of a financial institution as an additional Syndicated Lender or the increase of a Lender's Syndicated Facility Commitment, such increase shall be the same financial institution or Syndicated Lender, as the Maturity Datecase may be, shall purchase from each Syndicated Lender such portion of the Syndicated Borrowings of each such Syndicated Lender as is necessary to ensure that all Syndicated Borrowings of all Syndicated Lenders and including therein such additional financial institution, are in accordance with the Lender's Proportion of all such Syndicated Lenders (including the new financial institution) and such financial institution shall execute such documentation as is required by the Agent, acting reasonably, to novate such financial institution as a Syndicated Lender hereunder; and
(vie) the increase shall be on the exact same terms and pursuant Borrower has provided to the exact same documentation applicable to this Agreement Agent;
(other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increasei) (provided that the Applicable Margin a certified copy of a directors' resolution of the Facility may be increased to be consistent with that for Borrower authorizing any such Incremental Increases).
(c) Any increase in the Total Commitment shall (which may be implemented using customary documentation the original directors' resolution authorizing the Credit Facilities) together with a legal opinion with respect thereto in form and substance satisfactory to the Agent, acting reasonably; and
(any such documentationii) a consent and acknowledgement of the Loan Party Guarantee and the Security from each of the Loan Parties, an “Incremental Agreement”)in form and substance satisfactory to the Agent, acting reasonably.
Appears in 1 contract
Increase of Total Commitment. (a) Subject to the conditions set forth in Section 2.16(b), the The Borrower may at any time and from time to time and provided the Term Period has not commenced for any Lender, add additional financial institutions hereunder as Lenders or, with the consent of the applicable Lender, increase the Total Commitment then in effect (any such increase an “Incremental Increase”) by increasing the Commitment of a Lender (an “Increasing Lender”) or by causing a Person and thereby increase the Total Commitment provided that at the time of any such time addition:
(a) no Default or Event of Default has occurred and is not a Lender to become a Lender (an “Additional Lender”).continuing;
(b) Any increase in the aggregate of the Total Commitment shall be subject to hereunder and the following additional conditions:
(i) such increase shall "Total Commitment" under the International Credit Facility does not be less than exceed Cdn. $10,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,0001,500,000,000;
(iic) no Event of Default shall have occurred the Agent and be continuing after giving effect each Fronting Lender has consented to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional financial institution becoming a Lender, in each caseif it is not already a Lender, such consent not to be unreasonably withheld or delayed;
(vd) concurrently with the maturity date addition of a financial institution as an additional Lender or the increase of a Lender's Commitment, such increase shall be the same financial institution or Lender, as the Maturity Datecase may be, shall purchase from each Lender such portion of the Borrowings of each such Lender as is necessary to ensure that all Borrowings of all Lenders in respect of whom the Term Period has not yet commenced and including therein such additional financial institution, are in accordance with the Pro-Rata Share of all such Lenders (including the new financial institution) 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; and
(vie) the increase shall be on the exact same terms and pursuant Borrower has provided to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin Agent a certified copy of a directors' resolution of the Facility may be increased to be consistent with that for Borrower authorizing any such Incremental Increases).
(c) Any increase in the Total Commitment shall (which may be implemented using customary documentation (any such documentation, an “Incremental Agreement”).the original directors' resolution authorizing the Credit Facility) together with a legal opinion with respect thereto in substantially the same form as the opinion of the Borrower's counsel delivered in connection with the closing of the Credit Facility. ARTICLE
Appears in 1 contract
Samples: Credit Agreement (Prima Energy Corp)
Increase of Total Commitment. (a) Subject Provided there exists no Suspension Event, Default or Event of Default, upon notice to the conditions set forth in Section 2.16(bAdministrative Agent (which shall promptly notify the Lenders), RenRe may from time to time, request an increase in the Borrower may increase Total Commitments in increments of $10,000,000 but in no event shall (i) the aggregate of all increases effected after the Restatement Effective Date pursuant to this Section 2.18 exceed $350,000,000 and (ii) the Total Commitment then exceed in effect the aggregate $800,000,000. At the time of sending such notice, RenRe (any in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such increase an “Incremental Increase”) by increasing notice to the Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”Lenders).
(b) Any Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its L/C Commitment and, if so, whether by an amount equal to, greater than, or less than its L/C Commitment Percentage of such requested increase, it being understood that no Lender shall be obligated to increase its Commitment as a result of any request for an increase in the Total Commitment Commitments by RenRe unless such Lender agrees in its sole discretion to do so. Any Lender not responding within such time period shall be deemed to have declined to increase its L/C Commitment.
(c) The Administrative Agent shall notify RenRe and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the following approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), RenRe may also invite additional conditions:Eligible Assignees to become Lenders (a “New Lender”) pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(d) If the Total Commitments are increased in accordance with this Section 2.18, the Administrative Agent and RenRe shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify RenRe and the Lenders of the final allocation of such increase and the Increase Effective Date. The L/C Commitments and obligations of all Lenders party hereto prior to the Increase Effective Date shall not be affected by any increase of the Total Commitments, other than the resulting adjustment to the Pro Rata Share which each Lender has of the aggregate L/C Participation Interests.
(e) As a condition precedent to such increase, RenRe shall deliver to the Administrative Agent a certificate of each Credit Party dated as of the Increase Effective Date (with sufficient copies for each Lender) signed by an Authorized Officer of such Credit Party (i) certifying and attaching the resolutions adopted by such increase shall not be less than $10,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consentsCredit Party approving or consenting to such increase, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000;
(ii) no Event of Default shall have occurred certifying that, before and be continuing after giving effect to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender and the Letter satisfaction of Credit Issuer must consent to the increase all conditions precedent set forth in Commitments of an Increasing Lender and the addition of any Additional Lender, in Section 3.2 (determined as if each case, such consent not to be unreasonably withheld or delayed;
(v) the maturity date of such increase shall be the same as the Maturity Date; and
(vi) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that Account Party was the Applicable Margin of the Facility may be increased to be consistent with that for such Incremental IncreasesAccount Party).
(cf) Any increase This Section shall supersede any provisions in Section 9.1 to the Total Commitment shall be implemented using customary documentation (any such documentation, an “Incremental Agreement”)contrary.
Appears in 1 contract
Samples: Reimbursement Agreement (Renaissancere Holdings LTD)
Increase of Total Commitment. (a) Subject to the conditions set forth in Section 2.16(b), the Borrower may may, from time to time (including in connection with any redetermination of the Borrowing Base), increase the Total Commitment then in effect (any such increase an “Incremental Increase”) by increasing the Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) Any increase in the Total Commitment shall be subject to the following additional conditions:
(i) such increase shall not be less than $10,000,000 25,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000the Maximum Aggregate Amount;
(ii) no Event of Default shall have occurred and be continuing after giving effect to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) the maturity date of such increase shall be the same as the Maturity Date; and
(vi) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may be increased to be consistent with that for such Incremental Increases).
(c) Any increase in Each Increasing Lender or Additional Lender shall execute and deliver to the Total Commitment shall be implemented using Borrower, the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer customary documentation (any such documentation, an “Incremental Agreement”) implementing any Incremental Increase. Upon receipt by the Administrative Agent of one or more executed Incremental Agreements increasing the Commitments of Lenders and/or adding Commitments from Additional Lenders as provided in this Section 2.16, (i) the Total Commitment shall be increased automatically on the effective date set forth in such Incremental Agreements by the aggregate amount indicated in such Incremental Agreements without further action by the Borrower, the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer or any Lender, (ii) Schedule 1.1(a) and the Register shall each be amended to add such Additional Lender’s Commitment or to reflect the increase in the Commitment of an Increasing Lender, and the Commitment Percentages of the Lenders shall be adjusted accordingly to reflect the Incremental Increase of each Additional Lender and/or each Increasing Lender, (iii) the Administrative Agent shall distribute to the Borrower, the Administrative Agent, the Swingline Lender, the Letter of Credit Issuer and each Lender the revised Schedule 1.1(a), (iv) any such Additional Lender shall be deemed to be a party in all respects to this Agreement and any other Credit Documents to which the Lenders are a party, and (v) upon the effective date set forth in such Incremental Agreement, any such Lender party to the Incremental Agreement shall purchase a pro rata portion of the outstanding Loans (including participations in L/C Obligations or Swingline Loans) of each of the current Lenders such that each Lender (including any Additional Lender, if applicable) shall hold its respective Commitment Percentage of the outstanding Loans (and participation interests in participations in L/C Obligations or Swingline Loans) as reflected in the revised Schedule 1.1(a) required by this Section 2.16.
Appears in 1 contract
Increase of Total Commitment. (a) Subject to the conditions set forth in Section 2.16(b), the Borrower may increase the Total Commitment then in effect (any such increase an “Incremental Increase”) by increasing the Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) Any increase in the Total Commitment shall be subject to the following additional conditions:
(i) such increase shall not be less than $10,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000;
(ii) no Event of Default shall have occurred and be continuing immediately after giving effect to such increase;
(iii) no Lender’s Commitment may be increased without the consent of such Lender;
(iv) the Administrative Agent, the Swingline Lender Agent and the Letter of Credit Issuer each Issuing Bank must consent to the increase in Commitments of an Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) the maturity date of such increase shall be the same as the Maturity Date; and;
(vi) for the avoidance of doubt, such increase shall be subject to the Borrowing Base (which may, subject to and in accordance with Section 2.14(b) (including the limitations on the number and frequency of Interim Redeterminations), be redetermined pursuant to an Interim Redetermination at the Borrower’s option immediately after giving effect to any acquisition of Borrowing Base Properties);
(vii) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may shall be increased to be consistent with that for such Incremental Increases); and
(viii) the Borrower may seek commitments in respect of an Incremental Increase, in its sole discretion, from either (A) existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or (B) from additional banks, financial institutions or other institutional lenders who will become Lenders hereunder with the consent of the Administrative Agent and each Issuing Bank (such consent not to be unreasonably withheld or delayed).
(c) Any increase in the Total Commitment shall be implemented using customary documentation (any such documentation, an “Incremental Agreement”). Each of the parties hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Incremental Agreement, without the consent of Lenders other than the Lenders providing such Incremental Increase, to the extent necessary to (i) reflect the existence and terms of an Incremental Increase and (ii) address technical issues relating to funding and payments, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Incremental Agreement.
Appears in 1 contract
