Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable Facility, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 3 contracts
Samples: Credit Agreement (Tri Pointe Homes, Inc.), Credit Agreement (Tri Pointe Homes, Inc.), Credit Agreement (TRI Pointe Group, Inc.)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower The Borrowers may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments or enter into one or more tranches of term loans (each an “Incremental Term CommitmentLoan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower Borrowers and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to in the existing Aggregate Total Commitment) Revolving Commitments and all such Incremental Term Loans does not exceed $1,000,000,000940,000,000; provided, however, that after the extension of the 2020 Incremental Term Loans, such amount automatically shall be reduced to $640,000,000. The Borrower Borrowers may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentRevolving Commitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), agreeing to increase their existing Revolving Commitments, participate in Incremental Term Loans, or provide extend new Revolving Commitments, as the case may be; provided provided, that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower Company, the Administrative Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuer and (ii) (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease in Revolving Commitments or any Incremental Term Loans) shall be required for any increase in Revolving Commitments or Incremental Term Loans pursuant to this Section 2.242.25. For the avoidance of doubt, no Lender shall be under any obligation to become an Increasing Lender and any such decision whether to increase its Revolving Commitment or make an Incremental Term Loan shall be in such Lender’s sole and absolute discretion. Increases and new Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loan, (A) the conditions set forth in paragraphs (ai) and (bii) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the each Borrower and (2B) the Borrowers shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.25 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the CommitmentsRevolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) for any increase in the Borrower Revolving Commitments, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the BorrowerBorrowers, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the Term Loans, (b) shall not mature earlier than the Facility Termination Date (but may have amortization prior to such date), other than any 2020 Incremental Term Loans and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Facility Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Facility Termination Date and (ii) the Incremental Term Loans may be priced differently from the Revolving Loans, Term Loans and from previously issued Incremental Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.25. On the effective date of the issuance of the Incremental Term Loans, each Lender that has agreed to extend such an Incremental Term Loan shall make its ratable share thereof available to the Administrative Agent, for remittance to the Borrowers, on the terms and conditions specified by the Administrative Agent at such time. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder hereunder, or provide Incremental Term Loans, at any time. This Section shall supersede any provisions in Section 8.3 or 11.2 to the contrary.
Appears in 2 contracts
Samples: Credit Agreement (Polaris Inc.), Credit Agreement (Polaris Inc.)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000100,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or provide new extend Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower Borrower, the Administrative Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuer and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.242.26. Increases and new Revolving Commitments created pursuant to this Section 2.24 2.26 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.18 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date date hereof as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 2 contracts
Samples: Credit Agreement (Plexus Corp), Credit Agreement (Plexus Corp)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, 25,000,000 so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000500,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “"Increasing Lender”"), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “"Augmenting Lender”"), to increase their existing Commitments, Commitments or provide new Commitments, as the case may bebe but in each case on the same terms and conditions as the existing Commitments; provided that (i) each Augmenting Lender and each Increasing Lender Lender, shall be subject to the approval of the Borrower and Borrower, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Issuing Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and the Swingline Lenders and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Aggregate Commitments pursuant to this Section 2.242.20. Increases and new Commitments created pursuant to this Section 2.24 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Aggregate Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, (i) the conditions set forth in paragraphs (a) and (b) of Section 4.2 4.02 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (2ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Closing Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share Applicable Percentage of such outstanding Revolving Loans and outstanding Term Loans, as applicable(ii) each relevant Increasing Lender and Augmenting Lender will automatically and without further act be deemed to have assumed, and each existing Lender will be deemed to have assigned, a portion of participations hereunder in LC Exposure and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding Revolving Credit Exposure of each Lender (iiincluding each Augmenting Lender and each Increasing Lender) will equal each such Lender’s Applicable Percentage and (iii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 2.15 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (H&r Block Inc), Credit and Guarantee Agreement (H&r Block Inc)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower The Borrowers may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower Borrowers and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,00050,000,000. The Borrower Borrowers may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower and Borrowers, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by and each LC Issuer, such approval not to be unreasonably withheld, Issuer and (ii) (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit G H hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit H I hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.242.17. Increases and new Commitments created pursuant to this Section 2.24 2.17 shall become effective on the date agreed by the BorrowerBorrowers, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Aggregate Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a), (b) and (bc) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower Borrowers and (2B) the Borrowers shall be in pro forma compliance with the covenants contained in Section 7.11 for the previous four-quarter period for which financial statements have been delivered and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date date hereof as to the corporate power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Aggregate Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Aggregate Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the BorrowerBorrower Agent, in accordance with the requirements of Section 2.82.02). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, (x) in respect of each Eurocurrency Rate Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 3.4 3.06 and (y) in respect of each Bankers’ Acceptance (or BA Equivalent Note), shall be Cash Collateralized by the Borrowers in accordance with the provisions of Section 2.04(a), in each case, if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 2 contracts
Samples: Credit Agreement (Atlantic Power Corp), Credit Agreement (Atlantic Power Corp)
Increase Option. Subject The Borrower may, by written notice to the prior written consent of the Administrative Agent (not to be unreasonably withheld)Agent, the Borrower may from time to time (but in no event more than 3 times in prior to the aggregate) Revolving Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments in an amount equal to $5,000,000, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upona whole multiple thereof, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does Revolving Commitments would not exceed $1,000,000,000350,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or and/or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, an financial institution or other entity, a “Augmenting New Lender”), to increase increasing their existing Commitments, Revolving Commitments or provide new extending Revolving Commitments, as the case may be; provided provided, that (i) the amount of increased Revolving Commitment of each Augmenting Increasing Lender and each Increasing New Lender shall be subject to the approval of the Borrower and Borrower, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuing Lender and the Swingline Lender and (ii) (xii)(A) in the case of an Increasing Lender, the Borrower Loan Parties, the Administrative Agent, the Issuing Lender, the Swingline Lender and such Increasing Lender execute shall have executed an agreement substantially in the form of Exhibit G hereto, Increasing Lender Agreement and (yB) in the case of an Augmenting a New Lender, the Borrower Loan Parties, the Administrative Agent, the Issuing Lender, the Swingline Lender and such Augmenting New Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any have executed a New Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion)Agreement. No consent of any Lender (other than the Administrative Agent and the Lenders participating in the such increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.242.22(a). Increases in and new Revolving Commitments created pursuant to this Section 2.24 2.22(a) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting New Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, (v) no Default, Event of Default or Trigger Event shall have occurred and be continuing or would result after giving effect to such increase, (w) the conditions set forth in paragraphs (a) and (b) of Section 4.2 Debt Yield shall be satisfied equal to or in excess of 12.0% (or waived by the Required Lenderson a pro forma basis taking into account such increase) before and after giving effect to such increase and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower showing compliance with such requirement in form and substance reasonably acceptable to the Administrative Agent, (x) the Borrower shall have paid all fees and other amounts (including, without limitation, pursuant to Section 10.5) due and payable by the Borrower in connection with such increase, (y) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as the date of such increase, before and after giving effect to such increase, as if made on and as of such date, and (2z) the Administrative Agent shall have received (1) documents consistent with those delivered on the Effective Closing Date as to the corporate power and authority of the Borrower Loan Parties to borrow hereunder after giving effect to such increaseenter into the Increasing Lender Agreement and/or New Lender Agreement, as well applicable, and to continue perform their obligations under the Loan Documents and (2) the Borrower shall have delivered or caused to be delivered customary legal opinions as such documents as reasonably requested by the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance in connection with the financial covenants set forth in Section 6.19)any such transaction. On the effective date of any such increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting New Lender shall make available to the Administrative Agent Agent, for the benefit of the other Lenders, such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable Facility, determine as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share Revolving Percentage of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8)2.2) and (iii) the participations in outstanding Letters of Credit and Swingline Loans shall be adjusted to reflect the then-applicable Revolving Percentage of each of the Lenders. The Borrower shall, in connection with any deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of sentence, (1) pay all accrued unpaid interest on the amount deemed prepaid and, and (2) in respect of each Eurocurrency Eurodollar Loan, shall be subject to pay all breakage indemnification by the Borrower amounts pursuant to the provisions of Section 3.4 2.19 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.22(a). shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder at any time.
Appears in 2 contracts
Samples: Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality LLC)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower The Borrowers may from time to time (but in no event more than 3 times in until the aggregate) Facility Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments or to add one or more tranches of senior secured term loans hereto (each such tranche of senior secured term loans, an “Incremental Term CommitmentLoan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower Borrowers and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) and all such Incremental Term Loans does not exceed $1,000,000,000125,000,000 (any such increase in the Commitments and/or Incremental Term Loans, the “Additional Commitments”). The Borrower Borrowers may arrange for any such increase Additional Commitments to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentCommitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing extend the Additional Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and Borrowers, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any in the case of an increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each the LC IssuerIssuers, such approval approvals of the Administrative Agent and the LC Issuers not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseAdditional Commitments) shall be required for any increase in Commitments Additional Commitment pursuant to this Section 2.24. Increases and new Additional Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the BorrowerBorrowers, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Additional Commitments (or in any Commitment of any Lender’s Additional Commitment) shall become effective under this paragraph section unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable Facility, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.certificate
Appears in 1 contract
Samples: Credit Agreement (Arcbest Corp /De/)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time elect (but in no event more than 3 times in the aggregate) elect twice), to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in an integral multiples multiple of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases increase (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000350,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, Administrative Agent and the Administrative AgentSwing Line Lender, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) all new or increased Commitments pursuant to this Section 2.25 shall be provided to Borrower on the same terms as are applicable with respect to the existing Commitments under this Agreement, and (xiii) (y) in the case of an Increasing Lender, the Borrower and such Increasing Lender shall execute an agreement substantially in the form of Exhibit G I hereto, and (yz) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender shall execute an agreement substantially in the form of Exhibit H J hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.25. Increases and new Commitments created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower Borrower, and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (iaa) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (iibb) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (iibb) of the immediately preceding sentence above shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Samples: Credit Agreement (New Home Co Inc.)
Increase Option. Subject Provided that the Term-Out Period has not commenced and subject to the prior written consent of the Designated Agent and the Co-Administrative Agent Agents (not to be unreasonably withheld), the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Designated Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) Commitments does not exceed $1,000,000,0001,000,000,000.00. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Designated Agent, the Co-Administrative Agents and the Administrative AgentSwing Line Lender, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Designated Agent, the Co-Administrative Agent Agents, and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Designated Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Designated Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Designated Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Designated Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Designated Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19)Documents. On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Designated Agent such amounts in immediately available funds as the Administrative Designated Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Samples: Credit Agreement (MDC Holdings Inc)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000300,000,000 and Aggregate Commitments do not exceed $600,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (ia) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (iib) (x) in the case of an Increasing Lender, the Borrower and any such Increasing Lender and Augmenting Lender shall execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and amendment to this Agreement and/or such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion)other documents acceptable to Administrative Agent. No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.26. Increases and new Commitments created pursuant to this Section 2.24 2.26 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph Section 2.26 unless, (1) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of Borrower and (B) Borrower shall be in compliance (on a pro forma basis reasonably acceptable to Administrative Agent) with the Borrower covenants contained in Section 6.26 and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to Administrative Agent, demonstrating Borrower’s anticipated compliance with Section 6.26 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and 6090356 -36- Xxxxxxxx Xxxxxx LLP Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods, (b) shall not mature earlier than the Facility Termination Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans. Nothing contained in this Section 2.24 2.26 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in until the aggregate) Revolving Loan Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments, or enter into one or more tranches of additional Term Loans, or one or more tranches of commitments (each an “Incremental Term Loan Commitment”) to make additional, Term Loans (each an “Incremental Term Loan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 50,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) Outstanding Credit Exposure does not exceed $1,000,000,0005,925,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentRevolving Commitment or to participate in such Incremental Term Loan Commitments or Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or provide new to participate in such Incremental Term Loan Commitments or Incremental Term Loans, or extend Revolving Commitments, as the case may be; provided that (ia) each Augmenting Lender and each Increasing Lender shall shall, to the extent consent would be required for an assignment of such Commitments or such Loans to such Augmenting Lender or Increasing Lender pursuant to Section 12.3, be subject to the approval of the Borrower and Borrower, the Administrative AgentAgent and/or the LC Issuers, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank delayed or approved by each LC Issuer, such approval not to be unreasonably withheldconditioned, and (iib) (xi) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (yii) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Commitments, Incremental Term Loan Commitments or Incremental Term Loans pursuant to this Section 2.24. Increases Increased and new Revolving Commitments, Incremental Term Loan Commitments and Incremental Term Loans created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) or tranche of Incremental Term Loan Commitments or Incremental Term Loans shall become effective under this paragraph Section 2.24 unless, (1A) on the proposed date of the effectiveness of of, and after giving effect to, such increaseincrease or such Incremental Term Loan Commitments or Incremental Term Loans, (w) the conditions condition set forth in paragraphs (a) and paragraph (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders, (x) there exists no Event of Default, nor would an Event of Default result from such increase or Incremental Term Loans, (y) there shall not have occurred a Material Adverse Change, and (z) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.16 (and the Administrative Agent shall have received a certificate certifying as to that effect the matters in the preceding clauses (w), (x) and (y), dated such date and executed by an Authorized Officer Signatory of the Borrower Borrower) and (2B) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate limited partnership power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with updated financial projections, reasonably acceptable to the financial covenants set forth in Section 6.19Administrative Agent). On the effective date of any increase in the CommitmentsRevolving Commitments or any new Incremental Term Loan Commitments becoming effective or any Incremental Term Loans being made, (i1) each relevant Increasing Lender and Augmenting Lender providing a Revolving Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii2) unless the balancing in clause (1) can be made with Revolving Loans only from the applicable Increasing Lenders and Augmenting Lenders (and except in the case of any Incremental Term Loan Commitments or Incremental Term Loans), the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii2) of the immediately preceding sentence shall be accompanied accompanied, in respect of Term SOFR Loans, by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, and shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. All Incremental Term Loans (including Incremental Term Loans funded pursuant to Incremental Term Loan Commitments) (aa) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans and (bb) shall be treated substantially the same as (and in any event no more favorably than, unless also provided for the benefit of) the Revolving Loans and the initial Term Loans; provided that (I) the terms and conditions applicable to any tranche of Incremental Term Loans may provide for material additional or different financial or other covenants or prepayment requirements and (II) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.24. Each Augmenting Lender and each Increasing Lender shall fund the applicable Incremental Term Loans in accordance with the requirements of the applicable Incremental Term Loan Amendment. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder hereunder, or provide Incremental Term Loans, at any time. In connection with any increase in the aggregate amount of the Revolving Commitments, effectiveness of Incremental Term Loan Commitments or issuance of Incremental Term Loans pursuant to this Section 2.24, any Lender becoming a party hereto shall (AA) execute such documents and agreements as the Administrative Agent may reasonably request and (BB) provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act. This Section 2.24 shall supersede any provision in Section 8.3 to the contrary.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon), no more than two (2) times during the term of this Agreement, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,00025,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, Commitments or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.4. Increases and new Commitments created pursuant to this Section 2.24 2.4 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (ai) and (bii) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect for the Borrower dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.19 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date date hereof as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice signed by an Authorized Officer and delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Samples: Credit Agreement (Proassurance Corp)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in until the aggregate) Revolving Loan Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments, enter into one or more tranches of additional Term Loans, or one or more tranches of commitments (each an “Incremental Term Loan Commitment”) to make additional, Term Loans (each an “Incremental Term Loan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 50,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) Outstanding Credit Exposure does not exceed $1,000,000,0002,000,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentRevolving Commitment or to participate in such Incremental Term Loan Commitments or Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or provide new to participate in such Incremental Term Loan Commitments or Incremental Term Loans, or extend Revolving Commitments, as the case may be; provided that (ia) each Augmenting Lender and each Increasing Lender shall shall, to the extent consent would be required for an assignment of such Commitments or such Loans to such Augmenting Lender or Increasing Lender pursuant to Section 12.3, be subject to the approval of the Borrower and Borrower, the Administrative AgentAgent and/or the LC Issuers, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank delayed or approved by each LC Issuer, such approval not to be unreasonably withheldconditioned, and (iib) (xi) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (yii) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Commitments, Incremental Term Loan Commitments or Incremental Term Loans pursuant to this Section 2.24. Increases and new Revolving Commitments, Incremental Term Loan Commitments and Incremental Term Loans created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) or tranche of Incremental Term Loan Commitments or Incremental Term Loans shall become effective under this paragraph unless, (1A) on the proposed date of the effectiveness of of, and after giving effect to, such increaseincrease or such Incremental Term Loan Commitments or Incremental Term Loans, (x) the conditions set forth in paragraphs (a), (b) and (bc) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer Signatory of the Borrower and (2y) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.16 and (B) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate limited partnership power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the updated financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitmentsprojections, (i) each relevant Increasing Lender and Augmenting Lender shall make available reasonably acceptable to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable Facility, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.Administrative
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Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time (but in no event more than 3 times As set forth in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term definition of “Class B Commitment, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto”, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed Class B Commitments as of the Closing Date is $1,000,000,0000. The Borrower Company may, with the consent of Administrative Agent in its sole discretion (which consent may, for avoidance of doubt, be conditioned upon the effectiveness of an amendment or modification to one or more Credit Documents), from time to time elect to increase the Class B Commitment. Each existing Class B Lender (if any) shall have the right to provide its Pro Rata Share of such increase within ten (10) Business Days of the Company’s increase election pursuant to this Section 2.23 (each such consenting Lender, an “Increasing Lender”). If one or more of the Class B Lenders fail to consent or collectively fail to commit to fund the full amount of such increase, the Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitmentnew banks, an “Increasing Lender”), financial institutions or by one or more new Eligible Assignees other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent Agent, as described above, and the Lenders any Class B Lender participating in the increase) shall be required for any increase in Class B Commitments pursuant to this Section. Increased and new Class B Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 2.23 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, as applicable, pursuant to a joinder agreement (each, a “Joinder Agreement”) in form and substance reasonably satisfactory to Company, Administrative Agent and such Increasing Lender or Augmenting Lender, as applicable, whereby each such Increasing Lender or Augmenting Lender, as applicable, assumes the rights and obligations of a Class B Lender hereunder. Each Joinder Agreement shall also set forth any other applicable terms of the Class B Commitments being provided thereby, including without limitation the Applicable Class B Advance Rate (which shall be identical among all Class B Lenders), other than pricing terms described in a separate Fee Letter. The Administrative Agent shall notify each Lender thereofClass A Lender, and the Company shall notify each Class B Lender, of each increase in Class B Commitments made pursuant to this Section 2.23. Notwithstanding the foregoing, no increase in the Commitments Commitment, (or in any the Class B Commitment of any Lender) shall become effective under this paragraph unless, (1) if on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) an Event of Default has occurred and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19)is continuing. On the effective date of any increase in the CommitmentsCommitment, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determinedetermines, for the benefit of the other Lenders holding Commitments in the applicable FacilityClass B Lenders, as being required in order to cause, after giving effect to such increase and the use of paying such amounts to make payments to such other Class B Lenders, each Class B Lender’s portion of the outstanding Revolving Class B Loans and outstanding Term Loans, as applicable, of all the Class B Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Class B Loans. For so long as Class B Commitments are $0, all provisions in this Agreement (other than this Section 2.23) relating to Class B Commitments, Class B Loans, as applicable, Class B Lenders and (ii) the Borrower related matters shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timewithout effect.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower The Borrowers may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments or enter into one or more tranches of term loans (each an “Incremental Term CommitmentLoan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower Borrowers and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000675,000,000. The Borrower Borrowers may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentRevolving Commitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), agreeing to increase their existing Revolving Commitments, participate in Incremental Term Loans, or provide extend new Revolving Commitments, as the case may be; provided provided, that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower Company, the Administrative Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuer and (ii) (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease in Revolving Commitments or any Incremental Term Loans) shall be required for any increase in Revolving Commitments pursuant to this Section 2.242.25. For the avoidance of doubt, no Lender shall be under any obligation to become an Increasing Lender and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion. Increases and new Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (ai) and (bii) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the each Borrower and (2B) the Borrowers shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.25 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the CommitmentsRevolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the BorrowerBorrowers, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the Term Loans, (b) shall not mature earlier than the Facility Termination Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Facility Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Facility Termination Date and (ii) the Incremental Term Loans may be priced differently from the Revolving Loans, Term Loans and from previously issued Incremental Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.25. On the effective date of the issuance of the Incremental Term Loans, each Lender that has agreed to extend such an Incremental Term Loan shall make its ratable share thereof available to the Administrative Agent, for remittance to the Borrowers, on the terms and conditions specified by the Administrative Agent at such time. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder hereunder, or provide Incremental Term Loans, at any time. This Section shall supersede any provisions in Section 8.3 or 11.2 to the contrary.
Appears in 1 contract
Increase Option. Subject to the prior written consent So long as no Default or Event of the Administrative Agent (not to be unreasonably withheld)Default has occurred and is continuing, the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000100,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower Borrower, the Administrative Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuer and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (ai) and (bii) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.21 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date date hereof as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time elect (but in no event more than 3 times in the aggregate) elect twice), to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in an integral multiples multiple of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases increase (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000100,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) all new or increased Commitments pursuant to this Section 2.22 shall be provided to the Borrower on the same terms as are applicable with respect to the existing Commitments under this Agreement, and (xiii) (y) in the case of an Increasing Lender, the Borrower and such Increasing Lender shall execute an agreement substantially in the form of Exhibit G hereto, and (yz) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender shall execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.22. Increases and new Commitments created pursuant to this Section 2.24 2.22 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower Borrower, and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and Documents, pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (iaa) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (iibb) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.7). The deemed payments made pursuant to clause (iibb) of the immediately preceding sentence above shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.22 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Samples: Credit Agreement (New Home Co Inc.)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower The Borrowers may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments or enter into one or more tranches of term loans (each an “Incremental Term CommitmentLoan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower Borrowers and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000250,000,000. The Borrower Borrowers may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentCommitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), agreeing to increase their existing Commitments, participate in Incremental Term Loans, or provide extend new Commitments, as the case may be; provided provided, that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower Company, the Administrative Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuer and (ii) (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease in Commitments or any Incremental Term Loans) shall be required for any increase in Commitments pursuant to this Section 2.242.25. For the avoidance of doubt, no Lender shall be under any obligation to become an Increasing Lender and any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion. Increases and new Commitments and Incremental Term Loans created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (ai) and (bii) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the each Borrower and (2B) the Borrowers shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.25 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the BorrowerBorrowers, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Facility Termination Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Facility Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Facility Termination Date and (ii) the Incremental Term Loans may be priced differently from the Revolving Loans and from previously issued Incremental Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.25. On the effective date of the issuance of the Incremental Term Loans, each Lender that has agreed to extend such an Incremental Term Loan shall make its ratable share thereof available to the Administrative Agent, for remittance to the Borrower, on the terms and conditions specified by the Administrative Agent at such time. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder hereunder, or provide Incremental Term Loans, at any time. This Section shall supersede any provisions in Section 8.3 or 11.2 to the contrary.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Five-Year Revolving Commitment and/or the Aggregate Commitments or enter into one or more tranches of additional Term CommitmentLoans (each an “Incremental Term Loan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) and all such Incremental Term Loans does not exceed $1,000,000,000400,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Five-Year Revolving Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing CommitmentsFive-Year Revolving Commitment, or provide new to participate in such Incremental Term Loans, or extend Five-Year Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Commitments Five-Year Revolving Commitment or Incremental Term Loans pursuant to this Section 2.242.25. Increases and new Five-Year Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments Five-Year Revolving Commitment (or in any Commitment of any Five-Year Revolving Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.4 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.4 through the financial covenants set forth in Section 6.192021 Term Loan Maturity Date). On the effective date of any increase in the CommitmentsFive-Year Revolving Commitment or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Five-Year Term Loan Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Five-Year Revolving Loan Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Five-Year Revolving Loan Termination Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.25. On the effective date of the issuance of the Incremental Term Loans, each Term Lender that has agreed to extend such an Incremental Term Loan shall make its ratable share thereof available to the Administrative Agent, for remittance to the Borrower, on the terms and conditions specified by the Administrative Agent at such time. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder hereunder, or provide Incremental Term Loans, at any time. This Section 2.25 shall supersede any provision in Section 8.3 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Andersons, Inc.)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,00085,000,000. The Borrower may arrange for any such increase to be provided by all of the Lenders or, if any Lender does not consent to such increase, then by one or more Lenders (in any case, each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”)) and, or if the Increasing Lenders do not consent to increase their Commitments in the aggregate amount elected by the Borrower, then by the Increasing Lenders (if any) and one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower Borrower, the Administrative Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuers and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.26. Increases and new Commitments created pursuant to this Section 2.24 2.26 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable Facility, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.,
Appears in 1 contract
Samples: Credit Agreement (Cabelas Inc)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000200,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or provide new extend Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower and Borrower, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by Agent and each LC Issuer, such approval not to be unreasonably withheld, Issuer and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.242.26. Increases and new Revolving Commitments created pursuant to this Section 2.24 2.26 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.18 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date date hereof as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.18 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained This Section 2.26 shall supersede any provision in this Section 2.24 shall constitute, or otherwise be deemed 8.3 to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timecontrary.
Appears in 1 contract
Samples: Credit Agreement (Plexus Corp)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in time, from the aggregate) Effective Date until the Facility Termination Date, elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000400,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.25. Increases and new Commitments created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.20 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, including customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.20 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Term SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.. This Section shall supersede any provision in Section 8.3 to the contrary. 50
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time elect (but in no event more than 3 times in the aggregate) elect twice), to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in an integral multiples multiple of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases increase (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000200,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, Administrative Agent and the Administrative AgentSwing Line Lender, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) all new or increased Commitments pursuant to this Section 2.25 shall be provided to Borrower on the same terms as are applicable with respect to the existing Commitments under this Agreement, and (xiii) (y) in the case of an Increasing Lender, the Borrower and such Increasing Lender shall execute an agreement substantially in the form of Exhibit G I hereto, and (yz) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender shall execute an agreement substantially in the form of Exhibit H J hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.25. Increases and new Commitments created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower Borrower, and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.196.20). On the effective date of any increase in the Commitments, (iaa) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (iibb) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (iibb) of the immediately preceding sentence above shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Samples: Credit Agreement (New Home Co Inc.)
Increase Option. Subject to Provided that the prior written consent of the Administrative Agent (Term-Out Period has not to be unreasonably withheld)commenced, the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Designated Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) Commitments does not exceed $1,000,000,0001,700,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Co-Administrative AgentAgents, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent Borrower and the relevant Increasing Lenders or Augmenting LendersLenders and upon reasonable prior written notice to the Designated Agent, and the Administrative Designated Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Designated Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Designated Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Designated Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19Documents). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Designated Agent such amounts in immediately available funds as the Administrative Designated Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Term SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.. 4887-5363-3879v24887-5363-3879v.5
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in until the aggregate) Maturity Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Credit Commitments or enter into one or more tranches of term loans (each an “Incremental Term CommitmentLoan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) and all such Incremental Term Loans does not exceed $1,000,000,00035,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentRevolving Credit Commitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Credit Commitments, or provide new to participate in such Incremental Term Loans, or extend Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentL/C Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G H hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H I hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loans pursuant to this Section 2.242.16. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.24 2.16. shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in any the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) Section 4.01 and (b) of Section 4.2 4.02 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower, (B) (i) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 7.11 (ii) the Borrower shall (on a pro forma basis reasonably acceptable to the Administrative Agent) have a Consolidated Total Lease Adjusted Leverage Ratio less than or equal to 4.00 to 1.00 and (2iii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Closing Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19Documents). On the effective date of any increase in the CommitmentsRevolving Credit Commitments being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share Applicable Revolving Credit Percentage of such outstanding Revolving Loans and outstanding Term Credit Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans under each Facility as of the date of any increase in the Revolving Credit Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Credit Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.02). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Term SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 3.05 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Credit Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Credit Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Credit Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.16. On the effective date of the issuance of the Incremental Term Loans, each Term Lender that has agreed to extend such an Incremental Term Loan shall make its ratable share thereof available to the Administrative Agent, for remittance to the Borrower, on the terms and conditions specified by the Administrative Agent at such time. Nothing contained in this Section 2.24 2.16 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment under any Facility hereunder hereunder, or provide Incremental Term Loans, at any time. In the event that the interest rate margins for any increase of the Revolving Credit Commitments or Incremental Term Loans are higher than the interest rate margins for any existing Revolving Credit Commitments by more than 50 basis points, then the interest rate margins for such existing Revolving Credit Commitments, as applicable, shall be increased to the extent necessary so that the interest rate margins for such existing Revolving Credit Commitments are equal to the interest margins for such Incremental Term Loans or Revolving Credit Commitment increases minus 50 basis points; provided, that, in determining the interest rate margins applicable to the Incremental Term Loans and the existing Revolving Credit Commitments and the increased Revolving Credit Commitments and existing Revolving Credit Commitments (A) original issue discount or upfront fees (which shall be deemed to constitute like amounts of original issue discount) payable by the Borrower shall be included (with original issue discount being equated to interest based on assumed four-year life to maturity or, if shorter, the actual Weighted Average Life to Maturity) and (B) if the Incremental Term Loans or increased Revolving Credit Commitments include an interest rate floor greater than the interest rate floor applicable to the existing Revolving Credit Commitments, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the existing Revolving Credit Commitments shall be required, to the extent an increase in the interest rate floor in the existing Revolving Credit Commitments would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the existing Revolving Credit Commitments shall be increased by such increased amount. This Section shall supersede any provision in Section 11.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (NOODLES & Co)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in time, with the aggregate) prior written approval of the Administrative Agent which approval shall not be unreasonably withheld, elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000125,000,000, and the Aggregate Commitment does not exceed $300,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) no Lender shall be required to commit to any such increase, (ii) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower Borrower, the Administrative Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuer and (iiiii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.23. Increases and new Commitments created pursuant to this Section 2.24 2.23 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (a) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders (or, if required under Section 8.3, all Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2b) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.23 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date date hereof as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,00025,000,000. The Borrower may arrange for any such increase to be provided by all of the Lenders or, if any Lender does not consent to such increase, then by one or more Lenders (in any case, each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”)) and, or if the Increasing Lenders do not consent to increase their Commitments in the aggregate amount elected by the Borrower, then by the Increasing Lenders (if any) and one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower Borrower, the Administrative Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuers and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.26. Increases and new Commitments created pursuant to this Section 2.24 2.26 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.17 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders Lenders, each Lender’s participation in each Facility LC and the related LC Obligations, and each Lender’s participation in each outstanding Swing Line Loan to equal its Pro Rata Share of such outstanding Revolving Loans Loans, Facility LCs and related LC Obligations, and outstanding Term Swing Line Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Samples: Credit Agreement (Cabelas Inc)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,0001,200,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees (each such new Eligible -44- Assignee, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable Facility, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Term SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or Commitments or the Aggregate Term CommitmentDraw Loan Commitments, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 5,000,000.00 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,00050,000,000.00. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment or Draw Loan Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments or Draw Loan Commitments, or provide new extend Revolving Commitments or Draw Loan Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Revolving Commitments or Draw Loan Commitments pursuant to this Section 2.242.26. Increases and new Revolving Commitments and Draw Loan Commitments created pursuant to this Section 2.24 2.26 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments or Draw Loan Commitments (or in any the Revolving Commitment or Draw Loan Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, (B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.21, and (2C) no Default or Event of Default exists or would result therefrom, and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.21 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Revolving Commitments or Draw Loan Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term or Draw Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term or Draw Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility or Draw Loans, as applicable, as of the date of any increase in the Revolving Commitments under such Facility or Draw Loan Commitments, as applicable (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.26 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder or Draw Loan Commitment hereunder, at any time.
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Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower The Company may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments or enter into one or more tranches of additional Term CommitmentLoans (each an “Incremental Term Loan”), in each case in integral multiples a minimum increment of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower Company and the Administrative Agent agree upon), so long as, after giving effect thereto, the aggregate amount of all such increases (when added to the existing Aggregate Total Commitment) and Incremental Term Loans does not exceed $1,000,000,00025,000,000. The Borrower Company may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentRevolving Commitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or provide new to participate in such Incremental Term Loans, or extend Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and Company, the Administrative Agent, and, in the case of additional Revolving Commitments, the LC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower Company and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Commitments or Incremental Term Loans pursuant to this Section 2.24. No Lender shall be required to participate in any increase under this Section 2.24. Increases and new Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.24 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs clauses (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower Company and (2B) the Company shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.23(a) and (b) and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date date hereof as to the corporate power and authority of the Borrower Company and the corporate and limited liability company power of the other Borrowers to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Company’s anticipated compliance with Section 6.23(a) and (b) through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the CommitmentsRevolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) except in the Borrower case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the BorrowerCompany, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Eurodollar Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 On the effective date of the issuance of the Incremental Term Loans, each Term Lender that has agreed to extend such an Incremental Term Loan shall constitutemake its ratable share thereof available to the Administrative Agent, or otherwise be deemed for remittance to bethe applicable Borrower, a commitment on the part terms and conditions specified by the Administrative Agent at such time. All increased or additional Commitments, Loans and Obligations shall be subject to the same term and conditions set forth in the Loan Documents as all pre-existing Commitments, Loans and Obligations (including, without limitation, (i) all representations, warranties, covenants, and Events of Default, (ii) the same Facility Termination Date, (iii) the same Collateral, and (iv) ranking pari passu with all other Loans and Obligations); provided, however, that the Applicable Margin for any Lender Loan and related Commitment subject to an increase its Commitment under or addition hereunder may be greater than the Applicable Margin for any Facility hereunder at any timeexisting Loan and related Commitment.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time (but in no event more than 3 times As set forth in the aggregate) elect to increase the Aggregate definition of “Class B Revolving Commitment and/or the Aggregate Term Commitment, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto”, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed Class B Revolving Commitments as of the Second Amendment Effective Date is $1,000,000,0000. The Borrower Company may, with the consent of Administrative Agent in its sole discretion (which consent may, for avoidance of doubt, be conditioned upon the effectiveness of an amendment or modification to one or more Credit Documents), from time to time elect to increase the Class B Revolving Commitment. Each existing Class B Revolving Lender (if any) shall have the right to provide its Pro Rata Share of such increase within ten (10) Business Days of the Company’s increase election pursuant to this Section 2.24 (each such consenting Lender, an “Increasing Lender”). If one or more of the Class B Revolving Lenders fail to consent or collectively fail to commit to fund the full amount of such increase, the Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitmentnew banks, an “Increasing Lender”), financial institutions or by one or more new Eligible Assignees other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (Agent in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders any Class B Revolving Lender participating in the increase) shall be required for any increase in Class B Revolving Commitments pursuant to this Section 2.24Section. Increases Increased and new Class B Revolving Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, as applicable, pursuant to a joinder agreement (each, a “Joinder Agreement”) in form and substance reasonably satisfactory to Company, Administrative Agent and such Increasing Lender or Augmenting Lender, as applicable, whereby each such Increasing Lender or Augmenting Lender, as applicable, assumes the rights and obligations of a Class B Revolving Lender hereunder. Each Joinder Agreement shall also set forth any other applicable terms of the Class B Revolving Commitments being provided thereby, including without limitation the Applicable Class B Advance Rate (which shall be identical among all Class B Revolving Lenders), other than pricing terms described in a separate Fee Letter. The Administrative Agent shall notify each Lender thereofClass A Revolving Lender, and the Company shall notify each Class B Revolving Lender, of each increase in Class B Revolving Commitments made pursuant to this Section 2.24. Notwithstanding the foregoing, no increase in the Commitments Revolving Commitment, (or in any the Class B Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1) if on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) an Event of Default has occurred and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19)is continuing. On the effective date of any increase in the CommitmentsRevolving Commitment, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determinedetermines, for the benefit of the other Lenders holding Commitments in the applicable FacilityClass B Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of paying such amounts to make payments to such other Class B Revolving Lenders, each Class B Revolving Lender’s portion of the outstanding Class B Revolving Loans and outstanding Term Loans, as applicable, of all the Class B Revolving Lenders to equal its Pro Rata Share of such outstanding Class B Revolving Loans and outstanding Term Loans. For so long as Class B Revolving Commitments are $0, all provisions in this Agreement (other than this Section 2.24) EAST\142645020. 565 relating to Class B Revolving Commitments, Class B Revolving Loans, as applicable, Class B Revolving Lenders and (ii) the Borrower related matters shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timewithout effect.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower The Borrowers may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments or enter into one or more tranches of term loans (each an “Incremental Term CommitmentLoan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower Borrowers and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to in the existing Aggregate Total Commitment) Revolving Commitments and all such Incremental Term Loans does not exceed $1,000,000,000940,000,000; provided, however, that after the extension of the 2020 Incremental Term Loans, such amount automatically shall be reduced to $640,000,000. The Borrower Borrowers may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentRevolving Commitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), agreeing to increase their existing Revolving Commitments, participate in Incremental Term Loans, or provide extend new Revolving Commitments, as the case may be; provided provided, that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower Company, the Administrative Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuer and (ii) (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease in Revolving Commitments or any Incremental Term Loans) shall be required for any increase in Revolving Commitments or Incremental Term Loans pursuant to this Section 2.242.25. For the avoidance of doubt, no Lender shall be under any obligation to become an Increasing Lender and any such decision whether to increase its Revolving Commitment or make an Incremental Term Loan shall be in such Lender’s sole and absolute discretion. Increases and new Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loan, (A) the conditions set forth in paragraphs (ai) and (bii) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the each Borrower and (2B) the Borrowers shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.25 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the CommitmentsRevolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) for any increase in the Borrower Revolving Commitments, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the BorrowerBorrowers, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.related
Appears in 1 contract
Samples: Credit Agreement (Polaris Inc.)
Increase Option. Subject to As set forth in the prior written definition of “Revolving Commitment”, the aggregate amount of the Revolving Commitments as of the Closing Date is $100,000,000. The Company may with the consent of the Administrative Agent in its sole discretion (not which consent may, for the avoidance of doubt, be conditioned upon the effectiveness of an amendment or modification to be unreasonably withheld), one or more of the Borrower may Credit Documents) from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or Commitment. Each existing Lender (if any) shall have the Aggregate Term Commitmentright to provide its Pro Rata Share of such increase within ten (10) Business Days of the Company’s increase election pursuant to this Section 2.24(a) (each such consenting Lender, in each case in integral multiples an “Increasing Lender”). If one or more of $5,000,000 (but not less than $25,000,000) the Lenders fail to consent or such lower amount as collectively fail to commit to fund the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate full amount of such increases (when added to increase, the existing Aggregate Total Commitment) does not exceed $1,000,000,000. The Borrower Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitmentnew banks, an “Increasing Lender”), financial institutions or by one or more new Eligible Assignees other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (Agent in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders any Lender participating in the increase) shall be required for any increase in Revolving Commitments pursuant to this Section. Increased and new Revolving Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 2.24(a) shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, as applicable, pursuant to a joinder agreement (each, a “Joinder Agreement”) in form and substance reasonably satisfactory to Company, Administrative Agent and such Increasing Lender or Augmenting Lender, as applicable, whereby each such Increasing Lender or Augmenting Lender, as applicable, assumes the rights and obligations of a Lender hereunder. Each Joinder Agreement shall also set forth any other applicable terms of the Revolving Commitments being provided thereby, including without limitation the Applicable Advance Rate (which shall be identical among all Lenders), other than pricing terms described in the Undertakings Agreement. The Administrative Agent shall notify each Lender thereofof each increase in Revolving Commitments made pursuant to this Section 2.24. Notwithstanding the foregoing, no increase in the Commitments Revolving Commitment, (or in any the Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1) if on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) an Event of Default has occurred and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19)is continuing. On the effective date of any increase in the CommitmentsRevolving Commitment, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determinedetermines, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of paying such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Five-Year Revolving Commitment and/or Commitments or enter into one or more tranches of additional revolving commitments (“Incremental Revolving Loan Commitments”, and the Aggregate loans thereunder, “Incremental Revolving Loans”) or one or more tranches of additional Term CommitmentLoans and related Term Loan Commitments (each an “Incremental Term Loan”, and the commitments in respect thereof, which may include delayed-draw commitments, the “Incremental Term Loan Commitments”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) increases, Incremental Revolving Loan Commitments and Incremental Term Loan Commitments does not exceed $1,000,000,000625,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Five-Year Revolving Commitment, or to participate in such new Incremental Revolving Loan Commitments or new Incremental Term Loan Commitments, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their respective existing Five-Year Revolving Commitments, or provide to participate in such new Incremental Revolving Loan Commitments or new Incremental Term Loan Commitments, or extend Five-Year Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease or any new Incremental Revolving Loan Commitment or new Incremental Term Loan Commitment) shall be required for any increase in Commitments Five-Year Revolving Commitment, new Incremental Revolving Loan Commitment or new Incremental Term Loan Commitment pursuant to this Section 2.242.25. Increases and new Five-Year Revolving Commitments, new Incremental Revolving Loan Commitments, and new Incremental Term Loan Commitments created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments Five-Year Revolving Commitment (or in any Commitment of any Five-Year Revolving Lender) or tranche of Incremental Revolving Loan Commitments or Incremental Term Loan Commitments shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, Incremental Revolving Loan Commitments or Incremental Term Loan Commitments, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.4 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.4 through the financial covenants set forth in Section 6.19Seven-Year Term Loan Maturity Date). On the effective date of any increase in the CommitmentsFive-Year Revolving Commitment, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, under the Five-Year Commitment of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicableunder the Five-Year Commitment, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility the Five-Year Commitment as of the date of any increase in the Five-Year Commitments under such Facility (with such reborrowing to consist of the Types of LoansRevolving Loans under the Five-Year Commitment, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Term SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. All Incremental Revolving Loan Commitments, Incremental Revolving Loans, Incremental Term Loan Commitments and Incremental Term Loans (a) shall rank pari passu in right of payment with all other Revolving Loans and Term Loans, (b) may mature earlier than the Five-Year Term Loan Maturity Date (and may have amortization prior to such date); and (c) shall be treated substantially the same as (and in any event no more favorably than) all other Revolving Loans and Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Revolving Loan Commitments and related Incremental Revolving Loans, and Incremental Term Loan Commitments and related Incremental Term Loans maturing after the Five-Year Revolving Loan Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Five-Year Revolving Loan Termination Date and (ii) the Incremental Term Loans and Incremental Revolving Loans (including their corresponding Commitments) may be priced differently than other previously extended Revolving Loans, Revolving Loan Commitments, Term Loans and Term Loan Commitments. Incremental Revolving Loan Commitments and related Incremental Revolving Loans, and Incremental Term Loan Commitments and related Incremental Term Loans may be made hereunder pursuant to an amendment, amendment and restatement or other appropriate modification (an “Incremental Revolving Loan Amendment”, an “Incremental Term Loan Amendment” or an “Incremental Amendment” (if both Incremental Revolving Loan Commitments and Incremental Term Loan Commitments are extended concurrently), as the case may be) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Revolving Loan Amendment, the Incremental Term Loan Amendment, or the Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.25. On the effective date of the extension of any Incremental Term Loans and related Incremental Term Loan Commitments, or any Incremental Revolving Loans and related Incremental Revolving Loan Commitments, or such later date(s) if no draw is contemplated upon the closing thereof, each Lender that has agreed to extend such a Loan or Commitment shall make its ratable share thereof available to the Administrative Agent, for remittance to the Borrower, on the terms and conditions specified by the Administrative Agent at such time. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder existing or extend new Revolving Commitments hereunder, or provide Term Loans (and related Commitments) at any time. This Section 2.25 shall supersede any provision in Section 8.3 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Andersons, Inc.)
Increase Option. Subject (i) Borrower may, by written notice to the prior written consent of the Administrative Agent (not to be unreasonably withheld)Agent, the Borrower may from time to time prior to the Maturity Date elect to establish one or more new term loan commitments (but “New Term Loan Commitments”) in no event more than 3 times an aggregate principal amount not to exceed, at the time the time of incurrence (or, at the option of Borrower, in the aggregate) elect case of an incurrence to increase finance a Permitted Acquisition, as of the Aggregate Revolving Commitment and/or date the Aggregate definitive agreements for such Permitted Acquisition are entered into), the Incremental Amount. Each tranche of New Term Commitment, Loan Commitments shall be in each case in integral multiples of $5,000,000 (but an aggregate principal amount that is not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,00010,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Term Commitment, an “Increasing Lender”), or and/or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, an financial institution or other entity, a “Augmenting New Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the such increase) shall be required for any increase in Commitments New Term Loan Commitment pursuant to this Section 2.242.22(a). Increases and new New Term Loan Commitments created pursuant to this Section 2.24 2.22(a) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting New Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any New Term Loan Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, (w) no Default or Event of Default (or, if the conditions set forth proceeds of such New Term Loan Commitment shall be used to finance a Permitted Acquisition or other Investment permitted under Section 7.10, no Default or Event of Default under Section 8.1(a) or (g)) shall have occurred and be continuing or would result after giving effect to such increase, (x) Borrower shall have paid all fees and other amounts (including, without limitation, pursuant to Section 10.5) due and payable by Borrower in paragraphs connection with such increase, (ay) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as the date of such increase, before and after giving effect to such increase, as if made on and as of such date, and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2z) the Administrative Agent shall have received (1) documents consistent with those delivered on the Effective Closing Date as to the corporate power and authority of the Borrower Loan Parties to borrow hereunder after giving effect to such increase, as well as such documents as enter into the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Agreement and/or New Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable Facility, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term LoansAgreement, as applicable, and to continue perform their obligations under the Loan Documents and (ii2) the Borrower shall have delivered or caused to be deemed to have repaid and reborrowed all outstanding Loans under each Facility delivered customary legal opinions as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered reasonably requested by the Borrower, Administrative Agent in accordance connection with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periodsany such transaction. Nothing contained in this Section 2.24 2.22(a). shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Loans or to provide a New Term Loan Commitment under any Facility hereunder at any time.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower The Borrowers may from time to time (but in no event more than 3 times in until the aggregate) Facility Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments or to add one or more tranches of senior secured term loans hereto (each such tranche of senior secured term loans, an “Incremental Term CommitmentLoan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower Borrowers and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) and all such Incremental Term Loans does not exceed $1,000,000,000100,000,000 (any such increase in the Commitments and/or Incremental Term Loans, the “Additional Commitments”). The Borrower Borrowers may arrange for any such increase Additional Commitments to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentCommitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing extend the Additional Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and Borrowers, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any in the case of an increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each the LC IssuerIssuers, such approval approvals of the Administrative Agent and the LC Issuers not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseAdditional Commitments) shall be required for any increase in Commitments Additional Commitment pursuant to this Section 2.24. Increases and new Additional Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the BorrowerBorrowers, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Additional Commitments (or in any Commitment of any Lender’s Additional Commitment) shall become effective under this paragraph section unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Parent shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.23 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the each Borrower to borrow hereunder after giving effect to such increaseaddition, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrowers’ anticipated compliance with Section 6.23 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Additional Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. The Additional Commitments (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Facility Termination Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Facility Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Facility Termination Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent at the time this Section 2.24 is exercised. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.24. On the effective date of the issuance of the Incremental Term Loans, each Increasing Lender and Augmenting Lender, if any, that has agreed to extend such an Incremental Term Loan shall make its ratable share thereof available to the Administrative Agent, for remittance to the Borrower, on the terms and conditions specified by the Administrative Agent at such time. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder hereunder, or provide Incremental Term Loans, at any time. This Section shall supersede any provision in Section 8.3 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Arcbest Corp /De/)
Increase Option. Subject to As set forth in the prior written definition of “Class B Revolving Commitment”, the aggregate amount of the Class B Revolving Commitments as of the Closing Date is $0. The Company may, with the consent of the Administrative Agent in its sole discretion (not which consent may, for avoidance of doubt, be conditioned upon the effectiveness of an amendment or modification to be unreasonably withheldone or more Credit Documents), the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Class B Revolving Commitment and/or the Aggregate Term Commitment, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of all such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,0009,375,000. The Borrower Each existing Class B Revolving Lender (if any) shall have the right to provide its Pro Rata Share of such increase within ten (10) Business Days of the Company’s increase election pursuant to this Section 2.24 (each such consenting Lender, an “Increasing Lender”). If one or more of the Class B Revolving Lenders fail to consent or collectively fail to commit to fund the full amount of such increase, the Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitmentnew banks, an “Increasing Lender”), financial institutions or by one or more new Eligible Assignees other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (Agent in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders any Class B Revolving Lender participating in the increase) shall be required for any increase in Class B Revolving Commitments pursuant to this Section 2.24Section. Increases Increased and new Class B Revolving Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, as applicable, pursuant to a joinder agreement (each, a “Joinder Agreement”) in form and substance reasonably satisfactory to Company, Administrative Agent and such Increasing Lender or Augmenting Lender, as applicable, whereby each such Increasing Lender or Augmenting Lender, as applicable, assumes the rights and obligations of a Class B Revolving Lender hereunder. Each Joinder Agreement shall also set forth any other applicable terms of the Class B Revolving Commitments being provided thereby, including without limitation the Applicable Class B Advance Rate (which shall be identical among all Class B Revolving Lenders), other than pricing terms described in a separate Fee Letter. The Administrative Agent shall notify each Lender thereofClass A Revolving Lender, and the Company shall notify each Class B Revolving Lender, of each increase in Class B Revolving Commitments made pursuant to this Section 2.24. Notwithstanding the foregoing, no increase in the Commitments Revolving Commitment, (or in any the Class B Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1) if on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) an Event of Default has occurred and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19)is continuing. On the effective date of any increase in the CommitmentsRevolving Commitment, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determinedetermines, for the benefit of the other Lenders holding Commitments in the applicable FacilityClass B Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of paying such amounts to make payments to such other Class B Revolving Lenders, each Class B Revolving Lender’s portion of the outstanding Class B Revolving Loans and outstanding Term Loans, as applicable, of all the Class B Revolving Lenders to equal its Pro Rata Share of such outstanding Class B Revolving Loans and outstanding Term Loans. For so long as Class B Revolving Commitments are $0, all provisions in this Agreement (other than this Section 2.24) relating to Class B Revolving Commitments, Class B Revolving Loans, as applicable, Class B Revolving Lenders and (ii) the Borrower related matters shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timewithout effect.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in until the aggregate) Facility Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000125,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, Commitment an “Increasing Lender”), or and/or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, Commitments or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentLC Issuers, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank conditioned or approved by each LC Issuer, such approval not to be unreasonably withhelddelayed, and (ii) (xii)(x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.23. Increases and new Commitments created pursuant to this Section 2.24 2.23 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required relevant Increasing Lenders and/or Augmenting Lenders) , and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis) with the financial covenants set forth in Section 6.18 and (ii) the Administrative Agent shall have received such other documents consistent with those delivered on and legal opinions as the Effective Date Administrative Agent may reasonably request as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency EurocurrencySOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.23 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time. Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on any effective date of any increase in the Commitments, this Agreement may be amended to the extent (but only to the extent) necessary to reflect the increased Commitments evidenced thereby. Any such amendment may be effected in writing by the Administrative Agent with the consent of the Borrower (not to be unreasonably withheld) and furnished to the other parties hereto. This Section 2.23 shall supersede any provision in Section 8.3 to the contrary.
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Samples: Credit Agreement (Radian Group Inc)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower The Borrowers may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower Borrowers and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000150,000,000. The Borrower Borrowers may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower Company, the Administrative Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuer and (ii) (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.25. For the avoidance of doubt, no Lender shall be under any obligation to become an Increasing Lender and any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion. Increases and new Commitments created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable Facility, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.of
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Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower Company may from time to time (but in no event make one or more than 3 times in the aggregate) elect requests to increase the Aggregate Revolving Commitment Amount and/or the Aggregate incur additional term loans (“Additional Term CommitmentLoans”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such any lower amount as the Borrower that Company and the Administrative Agent agree uponon, so long as, after giving effect theretoto each increase (including any extension of Additional Term Loans), the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000500,000,000. The Borrower Each Additional Term Loan shall have a maturity date no earlier than the Facility Termination Date, each Additional Term Loan may include amortization, and each Additional Term Loan may be priced differently than Revolving Loans or previously extended Term Loans. Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentCommitment or extension of an additional Commitment or an Additional Term Loan, is an “Increasing Lender”), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution, or other entity, is an “Augmenting Lender”), to increase their existing Commitments, or provide extend new CommitmentsCommitments or Additional Term Loans, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be is subject to the reasonable approval of the Borrower Company and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Agent and (ii) (xA) in the case of an Increasing Lender, the Borrower Company and such Increasing Lender execute enter into an agreement substantially in the form of Exhibit G heretoC, and (yB) in the case of an Augmenting Lender, the Borrower Company and such Augmenting Lender execute enter into an agreement substantially in the form of Exhibit H hereto. In no event shall D, and (C) if any Lender become portion of such increase is an Increasing Lender or Additional Term Loan, Agent, the Augmenting Lender, and Borrowers enter into an Augmenting Lender without amendment to this Agreement with respect to such Lender’s prior written consent (in its sole discretion)Additional Term Loan on terms satisfactory to Agent and Borrowers. No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be is required for any increase in Commitments pursuant the Commitment Amounts or the Aggregate Commitment Amount under this Section 2.36, or any amendment to this Section 2.24Agreement with respect to an Additional Term Loan pursuant the preceding sentence. Increases and Increases, new Commitments and Additional Term Loans created pursuant to under this Section 2.24 shall 2.36 become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereofof such dates. Notwithstanding the foregoing, no increase in the Commitments Aggregate Commitment Amount (or in any the Commitment Amount of any Lender) shall become effective under this paragraph Section 2.36 and no Additional Term Loans shall be made unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Additional Term Loan, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be 3.2 are satisfied (or waived by the Required Lenders) Majority Lenders and the Administrative Agent shall have received receives a certificate to that effect dated such date and executed signed by an Authorized Officer authorized officer of the Borrower Company and (2B) the Administrative Company is in compliance (on a pro forma basis reasonably acceptable to Agent) with its financial covenants in this Agreement, and (ii) Agent shall have has received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower Company to borrow hereunder under this Agreement after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the CommitmentsCommitment Amounts, to the extent such increase is in the form of Revolving Loans, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative that Agent shall determinedetermines, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being are required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Applicable Share of such outstanding the Revolving Loans and LC Participations outstanding Term Loans, as applicableon such date, and (ii) the Borrower Company shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the BorrowerCompany, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to under clause (ii) of the immediately preceding sentence shall must be accompanied by payment of all accrued interest on the amount prepaid and, in with respect of to each Eurocurrency LoanAdvance, shall be are subject to indemnification by the Borrower pursuant to the provisions of Company under Section 3.4 2.30 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 No Lender has any obligation to become an Increasing Lender, and no refusal to become an Increasing Lender shall constitute, or otherwise be deemed to be, make such Lender a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timeDefaulting Lender.
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Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, 25,000,000 so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000500,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “"Increasing Lender”"), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “"Augmenting Lender”"), to increase their existing Commitments, Commitments or provide new Commitments, as the case may bebe but in each case on the same terms and conditions as the existing Commitments; provided that (i) each Augmenting Lender and each Increasing Lender Lender, shall be subject to the approval of the Borrower and Borrower, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Issuing Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and the Swingline Lenders and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Aggregate Commitments pursuant to this Section 2.242.20. Increases and new Commitments created pursuant to this Section 2.24 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Aggregate Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, (i) the conditions set forth in paragraphs (a) and (b) of Section 4.2 4.02 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (2ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Closing Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase SECOND AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT - Page 44 in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share Applicable Percentage of such outstanding Revolving Loans and outstanding Term Loans, as applicable(ii) each relevant Increasing Lender and Augmenting Lender will automatically and without further act be deemed to have assumed, and each existing Lender will be deemed to have assigned, a portion of participations hereunder in LC Exposure and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding Revolving Credit Exposure of each Lender (iiincluding each Augmenting Lender and each Increasing Lender) will equal each such Lender’s Applicable Percentage and (iii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 2.15 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
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Increase Option. Subject The Borrower may, by written notice to the prior written consent of the Administrative Agent (not to be unreasonably withheld)Agent, the Borrower may from time to time (but in no event more than 3 times in prior to the aggregate) Revolving Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments in an amount equal to $5,000,000, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upona whole multiple thereof, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does Revolving Commitments would not exceed $1,000,000,000350,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or and/or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, an financial institution or other entity, a “Augmenting New Lender”), to increase increasing their existing Commitments, Revolving Commitments or provide new extending Revolving Commitments, as the case may be; provided provided, that (i) the amount of increased Revolving Commitment of each Augmenting Increasing Lender and each Increasing New Lender shall be subject to the approval of the Borrower and Borrower, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuing Lender and the Swingline Lender and (ii) (xii)(A) in the case of an Increasing Lender, the Borrower Loan Parties, the Administrative Agent, the Issuing Lender, the Swingline Lender and such Increasing Lender execute shall have executed an agreement substantially in the form of Exhibit G hereto, Increasing Lender Agreement and (yB) in the case of an Augmenting a New Lender, the Borrower Loan Parties, the Administrative Agent, the Issuing Lender, the Swingline Lender and such Augmenting New Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any have executed a New Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion)Agreement. No consent of any Lender (other than the Administrative Agent and the Lenders participating in the such increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.242.22(a). Increases in and new Revolving Commitments created pursuant to this Section 2.24 2.22(a) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting New Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, (v) no Default, Event of Default, Trigger Event or Adjusted Trigger Event shall have occurred and be continuing or would result after giving effect to such increase, (w) the conditions set forth Debt Yield and Adjusted Debt Yield shall each be equal to or in paragraphs excess of 12.0% (aon a pro forma basis taking into account such increase) before and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) after giving effect to such increase and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower showing compliance with such requirement in form and substance reasonably acceptable to the Administrative Agent, (x) the Borrower shall have paid all fees and other amounts (including, without limitation, pursuant to Section 10.5) due and payable by the Borrower in connection with such increase, (y) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as the date of such increase, before and after giving effect to such increase, as if made on and as of such date, and (2z) the Administrative Agent shall have received (1) documents consistent with those delivered on the Effective Closing Date as to the corporate power and authority of the Borrower Loan Parties to borrow hereunder after giving effect to such increaseenter into the Increasing Lender Agreement and/or New Lender Agreement, as well applicable, and to continue perform their obligations under the Loan Documents and (2) the Borrower shall have delivered or caused to be delivered customary legal opinions as such documents as reasonably requested by the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance in connection with the financial covenants set forth in Section 6.19)any such transaction. On the effective date of any such increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting New Lender shall make available to the Administrative Agent Agent, for the benefit of the other Lenders, such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable Facility, determine as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share Revolving Percentage of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8)2.2) and (iii) the participations in outstanding Letters of Credit and Swingline Loans shall be adjusted to reflect the then-applicable Revolving Percentage of each of the Lenders. The Borrower shall, in connection with any deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of sentence, (1) pay all accrued unpaid interest on the amount deemed prepaid and, and (2) in respect of each Eurocurrency Eurodollar Loan, shall be subject to pay all breakage indemnification by the Borrower amounts pursuant to the provisions of Section 3.4 2.19 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.22(a). shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder at any time.
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Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Five-Year Revolving Commitment and/or the Aggregate Commitments or enter into one or more tranches of additional Term CommitmentLoans (each an “Incremental Term Loan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) and all such Incremental Term Loans does not exceed $1,000,000,000400,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Five-Year Revolving Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing CommitmentsFive-Year Revolving Commitment, or provide new to participate in such Incremental Term Loans, or extend Five-Year Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Commitments Five-Year Revolving Commitment or Incremental Term Loans pursuant to this Section 2.242.25. Increases and new Five-Year Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments Five-Year Revolving Commitment (or in any Commitment of any Five-Year Revolving Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.4 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.4 through the financial covenants set forth in Section 6.19Seven-Year Term Loan Maturity Date). On the effective date of any increase in the CommitmentsFive-Year Revolving Commitment or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Five-Year Term Loan Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Five-Year Revolving Loan Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Five-Year Revolving Loan Termination Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.25. On the effective date of the issuance of the Incremental Term Loans, each Term Lender that has agreed to extend such an Incremental Term Loan shall make its ratable share thereof available to the Administrative Agent, for remittance to the Borrower, on the terms and conditions specified by the Administrative Agent at such time. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder hereunder, or provide Incremental Term Loans, at any time. This Section 2.25 shall supersede any provision in Section 8.3 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Andersons, Inc.)
Increase Option. Subject to Provided that the prior written consent of the Administrative Agent (Term-Out Period has not to be unreasonably withheld)commenced, the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Designated Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) Commitments does not exceed $1,000,000,0001,700,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Co-Administrative AgentAgents, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent Borrower and the relevant Increasing Lenders or Augmenting LendersLenders and upon reasonable prior written notice to the Designated Agent, and the Administrative Designated Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Designated Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Designated Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Designated Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19Documents). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Designated Agent such amounts in immediately available funds as the Administrative Designated Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Term SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower The Borrowers may from time to time (but in no event more than 3 times in until the aggregate) Facility Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments or to add one or more tranches of senior secured term loans hereto (each such tranche of senior secured term loans, an “Incremental Term CommitmentLoan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower Borrowers and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) and all such Incremental Term Loans does not exceed $1,000,000,00075,000,000 (any such increase in the Commitments and/or Incremental Term Loans, the “Additional Commitments”). The Borrower Borrowers may arrange for any such increase Additional Commitments to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentCommitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing extend the Additional Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and Borrowers, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any in the case of an increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each the LC IssuerIssuers, such approval approvals of the Administrative Agent and the LC Issuers not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseAdditional Commitments) shall be required for any increase in Commitments Additional Commitment pursuant to this Section 2.24. Increases and new Additional Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the BorrowerBorrowers, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Additional Commitments (or in any Commitment of any Lender’s Additional Commitment) shall become effective under this paragraph section unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower Parent and (2B) the Parent shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.23 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the each Borrower to borrow hereunder after giving effect to such increaseaddition, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrowers’ anticipated compliance with Section 6.23 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Additional Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. The Additional Commitments (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Facility Termination Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Facility Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Facility Termination Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent at the time this Section 2.24 is exercised. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.24. On the effective date of the issuance of the Incremental Term Loans, each Increasing Lender and Augmenting Lender, if any, that has agreed to extend such an Incremental Term Loan shall make its ratable share thereof available to the Administrative Agent, for remittance to the Borrower, on the terms and conditions specified by the Administrative Agent at such time. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder hereunder, or provide Incremental Term Loans, at any time. This Section shall supersede any provision in Section 8.3 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Arcbest Corp /De/)
Increase Option. Subject to Provided that the prior written consent of the Administrative Agent (Term-Out Period has not to be unreasonably withheld)commenced, the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Designated Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) Commitments does not exceed $1,000,000,0001,250,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Co-Administrative AgentAgents, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent Borrower and the relevant Increasing Lenders or Augmenting LendersLenders and upon reasonable prior written notice to the Designated Agent, and the Administrative Designated Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Designated Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Designated Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Designated Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19Documents). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Designated Agent such amounts in immediately available funds as the Administrative Designated Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Samples: Credit Agreement (MDC Holdings Inc)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in time, following the aggregate) date hereof, elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples a minimum amount of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000500,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Table of Contents Commitments, or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender so arranged by the Borrower shall be subject to the approval of the Borrower Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenant contained in Section 6.15 as of the last day of the most recent fiscal quarter for which financial statements have been provided pursuant to Section 6.1 ended prior to giving effect to the applicable increase under this Section, and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.15 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Commitments, Commitments (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Term SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Increase Option. Subject to As set forth in the prior written definition of “Class B Revolving Commitment”, the aggregate amount of the Class B Revolving Commitments as of the Amendment Effective Date is $0. The Company may, with the consent of the Administrative Agent in its sole discretion (not which consent may, for avoidance of doubt, be conditioned upon the effectiveness of an amendment or modification to be unreasonably withheldone or more Credit Documents), the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Class B Revolving Commitment and/or the Aggregate Term Commitment, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of all such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,0009,375,000. The Borrower Each existing Class B Revolving Lender (if any) shall have the right to provide its Pro Rata Share of such increase within ten (10) Business Days of the Company’s increase election pursuant to this Section 2.24 (each such consenting Lender, an “Increasing Lender”). If one or more of the Class B Revolving Lenders fail to consent or collectively fail to commit to fund the full amount of such increase, the Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitmentnew banks, an “Increasing Lender”), financial institutions or by one or more new Eligible Assignees other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (Agent in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders any Class B Revolving Lender participating in the increase) shall be required for any increase in Class B Revolving Commitments pursuant to this Section 2.24Section. Increases Increased and new Class B Revolving Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, as applicable, pursuant to a joinder agreement (each, a “Joinder Agreement”) in form and substance reasonably satisfactory to Company, Administrative Agent and such Increasing Lender or Augmenting Lender, as applicable, whereby each such Increasing Lender or Augmenting Lender, as applicable, assumes the rights and obligations of a Class B Revolving Lender hereunder. Each Joinder Agreement shall also set forth any other applicable terms of the Class B Revolving Commitments being provided thereby, including without limitation the Applicable Class B Advance Rate (which shall be identical among all Class B Revolving Lenders), other than pricing terms described in a separate Fee Letter. The Administrative Agent shall notify each Lender thereofClass A Revolving Lender, and the Company shall notify each Class B Revolving Lender, of each increase in Class B Revolving Commitments made pursuant to this Section 2.24. Notwithstanding the foregoing, no increase in the Commitments Revolving Commitment, (or in any the Class B Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1) if on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) an Event of Default has occurred and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19)is continuing. On the effective date of any increase in the CommitmentsRevolving Commitment, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determinedetermines, for the benefit of the other Lenders holding Commitments in the applicable FacilityClass B Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of paying such amounts to make payments to such other Class B Revolving Lenders, each Class B Revolving Lender’s portion of the outstanding Class B Revolving Loans and outstanding Term Loans, as applicable, of all the Class B Revolving Lenders to equal its Pro Rata Share of such outstanding Class B Revolving Loans and outstanding Term Loans. For so long as Class B Revolving Commitments are $0, all provisions in this Agreement (other than this Section 2.24) relating to Class B Revolving Commitments, Class B Revolving Loans, as applicable, Class B Revolving Lenders and (ii) the Borrower related matters shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timewithout effect.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 5,000,000.00 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,00025,000,000.00. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or provide new extend Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.242.26. Increases and new Revolving Commitments created pursuant to this Section 2.24 2.26 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.21, (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.26 through the financial covenants set forth Facility Termination Date), (iii) the increase of Revolving Commitments shall be for the sole purpose of the purchase of a paper machine at a site located in Section 6.19)Mexicali, Mexico, (iv) the Administrative Agent shall have received an appraisal of all of Borrower's domestic real estate and domestic equipment in form and content acceptable to Administrative Agent, and (v) Administrative Agent shall have received a first-priority mortgage lien and security interest in all of Borrower's domestic real estate and domestic equipment for which such a lien or security has not been previously granted. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.26 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder hereunder, at any time.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000700,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentSwing Line Lender, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower The Borrowers may from time to time (but in no event more than 3 times in until the aggregate) Facility Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments or to add one or more tranches of senior secured term loans hereto (each such tranche of senior secured term loans, an “Incremental Term CommitmentLoan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower Borrowers and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) and all such Incremental Term Loans does not exceed $1,000,000,000125,000,000 (any such increase in the Commitments and/or Incremental Term Loans, the “Additional Commitments”). The Borrower Borrowers may arrange for any such increase Additional Commitments to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentCommitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing extend the Additional Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and Borrowers, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any in the case of an increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each the LC IssuerIssuers, such approval approvals of the Administrative Agent and the LC Issuers not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseAdditional Commitments) shall be required for any increase in Commitments Additional Commitment pursuant to this Section 2.24. Increases and new Additional Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the BorrowerBorrowers, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Additional Commitments (or in any Commitment of any Lender’s Additional Commitment) shall become effective under this paragraph section unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Parent shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.23 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the each Borrower to borrow hereunder after giving effect to such increaseaddition, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrowers’ anticipated compliance with Section 6.23 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Additional Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained The Additional Commitments (a) shall rank pari passu in this Section 2.24 right of payment with the Revolving Loans, (b) shall constitute, not mature earlier than the Facility Termination Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Facility Termination Date may provide for material additional or otherwise different financial or other covenants or prepayment requirements applicable only during periods after the Facility Termination Date and (ii) the Incremental Term Loans may be deemed to be, a commitment on priced differently than the part of any Lender to increase its Commitment under any Facility hereunder at any timeRevolving Loans.
Appears in 1 contract
Samples: Credit Agreement (Arcbest Corp /De/)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in following the aggregate) OmnibusSecond Amendment Effective Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples a minimum amount of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000500,000,000. The parties hereto acknowledge and agree that the increase in the Commitments pursuant to the OmnibusSecond Amendment is not being effected under this Section 2.24. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender so arranged by the Borrower shall be subject to the approval of the Borrower Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenant contained in Section 6.15 as of the last day of the most recent fiscal quarter for which financial statements have been provided pursuant to Section 6.1 ended prior to giving effect to the applicable increase under this Section, and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.15 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Commitments, Commitments (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency EurodollarEurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Increase Option. Subject to As set forth in the prior written definition of “Revolving Commitment”, the aggregate amount of the Revolving Commitments as of the Closing Date is $85,000,000. The Company may, with the consent of the Administrative Agent in its sole discretion (not to which consent may, for avoidance of doubt, be unreasonably withheldconditioned upon the effectiveness of Joinder Agreement (as defined below)), the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase (“Commitment Increase”) the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of all such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000150,000,000. The Borrower Each existing Revolving Lender (if any) shall have the right in its sole discretion (but not the obligation) to provide its Pro Rata Share of such increase within ten (10) Business Days of the Company’s increase election pursuant to this Section 2.20 (each such consenting Lender, an “Increasing Lender”). If one or more of the Revolving Lenders elects not to consent or collectively elects not to commit to fund the full amount of such increase, the Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitmentnew banks, an “Increasing Lender”), financial institutions or by one or more new Eligible Assignees other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (Agent in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders any Revolving Lender participating in the increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.24and for the avoidance of doubt no increase in the Revolving Commitment of any Revolving Lender shall occur without its written consent. Increases Increased and new Revolving Commitments created pursuant to this Section 2.24 2.20 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, as applicable, pursuant to a joinder agreement (each, a “Joinder Agreement”) in form and substance reasonably satisfactory to Company, Administrative Agent and such Increasing Lender or Augmenting Lender, as applicable, whereby each such Increasing Lender or Augmenting Lender, as applicable, assumes the rights and obligations of a Revolving Lender hereunder. The Administrative Agent shall notify each Lender thereofRevolving Lender, and the Company shall notify each Revolving Lender, of each increase in Revolving Commitments made pursuant to this Section 2.20. Notwithstanding the foregoing, no increase in the Commitments (or in any Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1) if on the proposed date of the effectiveness of such increase, an Event of Default has occurred and is continuing or the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Payout Period Start Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19)has occurred. On the effective date of any increase in the CommitmentsRevolving Commitment, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determinedetermines, for the benefit of the other Lenders holding Commitments in the applicable FacilityRevolving Lenders, as being required in order to cause, after giving effect to such increase and the use of paying such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Revolving Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
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Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, 25,000,000 so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000350,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, Commitments or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.17. Increases and new Commitments created pursuant to this Section 2.24 2.17 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and paragraph (b) of Section 4.2 4.02 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (2ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share Applicable Percentage of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Term SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 2.13 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.17 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timetime and no Lender shall be obligated to participate in any such increase contemplated by this Section 2.17.
Appears in 1 contract
Increase Option. Subject to As set forth in the prior written consent definition of “Class B Revolving Commitment”, the aggregate amount of the Administrative Agent (not to be unreasonably withheld), Class B Revolving Commitments as of the Borrower Closing Date is $0. The Company may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Class B Revolving Commitment and/or the Aggregate Term Commitment, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of all such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,00011,765,000. The Borrower Each existing Class B Revolving Lender (if any) shall have the right to provide its Pro Rata Share of such increase within ten (10) Business Days of the Company’s increase election pursuant to this Section 2.24 (each such consenting Lender, an “Increasing Lender”). If one or more of the Class B Revolving Lenders fail to consent or collectively fail to commit to fund the full amount of such increase, the Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitmentnew banks, an “Increasing Lender”), financial institutions or by one or more new Eligible Assignees other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders any Class B Revolving Lender participating in the increase) shall be required for any increase in Class B Revolving Commitments pursuant to this Section 2.24Section. Increases Increased and new Class B Revolving Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, as applicable, pursuant to a joinder agreement (each, a “Joinder Agreement”) in form and substance reasonably satisfactory to Company, Administrative Agent and such Increasing Lender or Augmenting Lender, as applicable, whereby each such Increasing Lender or Augmenting Lender, as applicable, assumes the rights and obligations of a Class B Revolving Lender hereunder. Each Joinder Agreement shall also set forth any other applicable terms of the Class B Revolving Commitments being provided thereby, including without limitation the Applicable Class B Advance Rate (which shall be identical among all Class B Revolving Lenders), other than pricing terms described in a separate Fee Letter. The Administrative Agent shall notify each Lender thereofClass A Revolving Lender, and the Company shall notify each Class B Revolving Lender, of each increase in Class B Revolving Commitments made pursuant to this Section 2.24. Notwithstanding the foregoing, no increase in the Commitments Revolving Commitment, (or in any the Class B Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1) if on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) an Event of Default has occurred and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19)is continuing. On the effective date of any increase in the CommitmentsRevolving Commitment, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determinedetermines, for the benefit of the other Lenders holding Commitments in the applicable FacilityClass B Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of paying such amounts to make payments to such other Class B Revolving Lenders, each Class B Revolving Lender’s portion of the outstanding Class B Revolving Loans and outstanding Term Loans, as applicable, of all the Class B Revolving Lenders to equal its Pro Rata Share of such outstanding Class B Revolving Loans and outstanding Term Loans. For so long as Class B Revolving Commitments are $0, all provisions in this Agreement (other than this Section 2.24) relating to Class B Revolving Commitments, Class B Revolving Loans, as applicable, Class B Revolving Lenders and (ii) the Borrower related matters shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timewithout effect.
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Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000575,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentSwing Line Lender, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
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Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, 25,000,000 so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000350,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, Commitments or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H D hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24Section 2.20. Increases and new Commitments created pursuant to this Section 2.24 Section 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (bparagraph (b) of Section 4.2 Section 4.02 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (2ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share Applicable Percentage of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timetime and no Lender shall be obligated to participate in any such increase contemplated by this Section 2.20.
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Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in following the aggregate) Second Amendment Effective Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples a minimum amount of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000500,000,000. The parties hereto acknowledge and agree that the increase in the Commitments pursuant to the Second Amendment is not being effected under this Section 2.24. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender so arranged by the Borrower shall be subject to the approval of the Borrower Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenant contained in Section 6.15 as of the last day of the most recent fiscal quarter for which financial statements have been provided pursuant to Section 6.1 ended prior to giving effect to the applicable increase under this Section, and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.15 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Commitments, Commitments (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
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Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower The Borrowers may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments or enter into one or more tranches of term loans (each an “Incremental Term CommitmentLoan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower Borrowers and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000550,000,000. The Borrower Borrowers may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentRevolving Commitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), agreeing to increase their existing Revolving Commitments, participate in Incremental Term Loans, or provide extend new Revolving Commitments, as the case may be; provided provided, that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower Company, the Administrative Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuer and (ii) (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease in Revolving Commitments or any Incremental Term Loans) shall be required for any increase in Revolving Commitments pursuant to this Section 2.242.25. For the avoidance of doubt, no Lender shall be under any obligation to become an Increasing Lender and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion. Increases and new Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (ai) and (bii) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the each Borrower and (2B) the Borrowers shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.25 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the CommitmentsRevolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the BorrowerBorrowers, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the Term Loans, (b) shall not mature earlier than the Facility Termination Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Facility Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Facility Termination Date and (ii) the Incremental Term Loans may be priced differently from the Revolving Loans, Term Loans and from previously issued Incremental Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.25. On the effective date of the issuance of the Incremental Term Loans, each Lender that has agreed to extend such an Incremental Term Loan shall make its ratable share thereof available to the Administrative Agent, for remittance to the Borrowers, on the terms and conditions specified by the Administrative Agent at such time. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder hereunder, or provide Incremental Term Loans, at any time. This Section shall supersede any provisions in Section 8.3 or 11.2 to the contrary.
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Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples a minimum amount of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000500,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender so arranged by the Borrower shall be subject to the approval of the Borrower Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenant contained in Section 6.15 as of the last day of the most recent fiscal quarter for which financial statements have been provided pursuant to Section 6.1 ended prior to giving effect to the applicable increase under this Section, and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.15 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Commitments, Commitments (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
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Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in until the aggregate) Revolving Loan Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments, enter into one or more tranches of additional Term Loans, or one or more tranches of commitments (each an “Incremental Term Loan Commitment”) to make additional, Term Loans (each an “Incremental Term Loan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 50,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) Outstanding Credit Exposure does not exceed $1,000,000,0003,795,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentRevolving Commitment or to participate in such Incremental Term Loan Commitments or Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or provide new to participate in such Incremental Term Loan Commitments or Incremental Term Loans, or extend Revolving Commitments, as the case may be; provided that (ia) each Augmenting Lender and each Increasing Lender shall shall, to the extent consent would be required for an assignment of such Commitments or such Loans to such Augmenting Lender or Increasing Lender pursuant to Section 12.3, be subject to the approval of the Borrower and Borrower, the Administrative AgentAgent and/or the LC Issuers, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank delayed or approved by each LC Issuer, such approval not to be unreasonably withheldconditioned, and (iib) (xi) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (yii) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Commitments, Incremental Term Loan Commitments or Incremental Term Loans pursuant to this Section 2.24. Increases and new Revolving Commitments, Incremental Term Loan Commitments and Incremental Term Loans created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) or tranche of Incremental Term Loan Commitments or Incremental Term Loans shall become effective under this paragraph unless, (1A) on the proposed date of the effectiveness of of, and after giving effect to, such increaseincrease or such Incremental Term Loan Commitments or Incremental Term Loans, (w) the conditions condition set forth in paragraphs (a) and paragraph (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders, (x) there exists no Event of Default, nor would an Event of Default result from such increase or Incremental Term Loans, (y) there shall not have occurred a Material Adverse Change, and (z) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.16 (and the Administrative Agent shall have received a certificate certifying as to that effect the matters in the preceding clauses (w), (x) and (y), dated such date and executed by an Authorized Officer Signatory of the Borrower Borrower) and (2B) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate limited partnership power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with updated financial projections, reasonably acceptable to the financial covenants set forth in Section 6.19Administrative Agent). On the effective date of any increase in the CommitmentsRevolving Commitments or any new Incremental Term Loan Commitments becoming effective or any Incremental Term Loans being made, (i1) each relevant Increasing Lender and Augmenting Lender providing a Revolving Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii2) unless the balancing in clause (1) can be made with Revolving Loans only from the applicable Increasing Lenders and Augmenting Lenders (and except in the case of any Incremental Term Loan Commitments or Incremental Term Loans), the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii2) of the immediately preceding sentence shall be accompanied accompanied, in respect of Eurodollar Loans, by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, and shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. All Incremental Term Loans (including Incremental Term Loans funded pursuant to Incremental Term Loan Commitments) (aa) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (bb) shall not mature earlier than the Tranche 2 Term Loan Termination Date (but may have amortization prior to such date) and (cc) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (I) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Tranche 2 Term Loan Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Tranche 2 Term Loan Termination Date and (II) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.24. Each Augmenting Lender and each Increasing Lender shall fund the applicable Incremental Term Loans in accordance with the requirements of the applicable Incremental Term Loan Amendment. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder hereunder, or provide Incremental Term Loans, at any time. In connection with any increase in the aggregate amount of the Revolving Commitments, effectiveness of Incremental Term Loan Commitments or issuance of Incremental Term Loans pursuant to this Section 2.24 any Lender becoming a party hereto shall (AA) execute such documents and agreements as the Administrative Agent may reasonably request and (BB) provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act. This Section shall supersede any provision in Section 8.3 to the contrary.
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Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in until the aggregate) Facility Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,00075,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, Commitment an “Increasing Lender”), or and/or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, Commitments or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentLC Issuers, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank conditioned or approved by each LC Issuer, such approval not to be unreasonably withhelddelayed, and (ii) (xii)(x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.23. Increases and new Commitments created pursuant to this Section 2.24 2.23 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required relevant Increasing Lenders and/or Augmenting Lenders) , and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis) with the financial covenants set forth in Section 6.18 and (ii) the Administrative Agent shall have received such other documents consistent with those delivered on and legal opinions as the Effective Date Administrative Agent may reasonably request as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.23 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time. Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on any effective date of any increase in the Commitments, this Agreement may be amended to the extent (but only to the extent) necessary to reflect the increased Commitments evidenced thereby. Any such amendment may be effected in writing by the Administrative Agent with the consent of the Borrower (not to be unreasonably withheld) and furnished to the other parties hereto. This Section 2.23 shall supersede any provision in Section 8.3 to the contrary.
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Samples: Credit Agreement (Radian Group Inc)
Increase Option. Subject to Provided that the prior written consent of the Administrative Agent (Term-Out Period has not to be unreasonably withheld)commenced, the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Designated Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) Commitments does not exceed $1,000,000,0001,700,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Co-Administrative AgentAgents, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent Borrower and the relevant Increasing Lenders or Augmenting LendersLenders and upon reasonable prior written notice to the Designated Agent, and the Administrative Designated Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Designated Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Designated Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Designated Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19Documents). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Designated Agent such amounts in immediately available funds as the Administrative Designated Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
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Increase Option. Subject The Borrower may, by written notice to the prior written consent of the Administrative Agent (not to be unreasonably withheld)Agent, the Borrower may from time to time (but in no event more than 3 times in prior to the aggregate) Revolving Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments in an amount equal to $5,000,000, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upona whole multiple thereof, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does Revolving Commitments would not exceed $1,000,000,000350,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or and/or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, an financial institution or other entity, a “Augmenting New Lender”), to increase increasing their existing Commitments, Revolving Commitments or provide new extending Revolving Commitments, as the case may be; provided provided, that (i) the amount of increased Revolving Commitment of each Augmenting Increasing Lender and each Increasing New Lender shall be subject to the approval of the Borrower and Borrower, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuing Lender and the Swingline Lender and (ii) (xii)(A) in the case of an Increasing Lender, the Borrower Loan Parties, the Administrative Agent, the Issuing Lender, the Swingline Lender and such Increasing Lender execute shall have executed an agreement substantially in the form of Exhibit G hereto, Increasing Lender Agreement and (yB) in the case of an Augmenting a New Lender, the Borrower Loan Parties, the Administrative Agent, the Issuing Lender, the Swingline Lender and such Augmenting New Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any have executed a New Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion)Agreement. No consent of any Lender (other than the Administrative Agent and the Lenders participating in the such increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.24Section2.22(a). Increases in and new Revolving Commitments created pursuant to this Section 2.24 2.22(a) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting New Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, (v) no Default, Event of Default , Trigger Event or Adjusted Trigger Event shall have occurred and be continuing or would result after giving effect to such increase, (w) the conditions set forth Debt Yield and Adjusted Debt Yield shall each be equal to or in paragraphs excess of 12.0% (aon a pro forma basis taking into account such increase) before and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) after giving effect to such increase and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower showing compliance with such requirement in form and substance reasonably acceptable to the Administrative Agent, (x) the Borrower shall have paid all fees and other amounts (including, without limitation, pursuant to Section 10.5) due and payable by the Borrower in connection with such increase, (y) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as the date of such increase, before and after giving effect to such increase, as if made on and as of such date, and (2z) the Administrative Agent shall have received (1) documents consistent with those delivered on the Effective Closing Date as to the corporate power and authority of the Borrower Loan Parties to borrow hereunder after giving effect to such increaseenter into the Increasing Lender Agreement and/or New Lender Agreement, as well applicable, and to continue perform their obligations under the Loan Documents and (2) the Borrower shall have delivered or caused to be delivered customary legal opinions as such documents as reasonably requested by the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance in connection with the financial covenants set forth in Section 6.19)any such transaction. On the effective date of any such increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting New Lender shall make available to the Administrative Agent Agent, for the benefit of the other Lenders, such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable Facility, determine as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share Revolving Percentage of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8)2.2) and (iii) the participations in outstanding Letters of Credit and Swingline Loans shall be adjusted to reflect the then-applicable Revolving Percentage of each of the Lenders. The Borrower shall, in connection with any deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of sentence, (1) pay all accrued unpaid interest on the amount deemed prepaid and, and (2) in respect of each Eurocurrency Eurodollar Loan, shall be subject to pay all breakage indemnification by the Borrower amounts pursuant to the provisions of Section 3.4 2.19 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.22(a). shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder at any time.
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Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower Company may from time to time (but in no event make one or more than 3 times in the aggregate) elect requests to increase the Aggregate Revolving Commitment Amount and/or the Aggregate incur additional term loans (“Additional Term CommitmentLoans”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such any lower amount as the Borrower that Company and the Administrative Agent agree uponon, so long as, after giving effect theretoto each increase (including any extension of Additional Term Loans), the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000240,000,000. The Borrower Each Additional Term Loan shall have a maturity date no earlier than the Facility Termination Date, each Additional Term Loan may include amortization, and each Additional Term Loan may be priced differently than Revolving Loans or previously extended Term Loans. Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentCommitment or extension of an additional Commitment or an Additional Term Loan, is an “Increasing Lender”), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution, or other entity, is an “Augmenting Lender”), to increase their existing Commitments, or provide extend new CommitmentsCommitments or Additional Term Loans, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be is subject to the reasonable approval of the Borrower Company and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Agent and (ii) (xA) in the case of an Increasing Lender, the Borrower Company and such Increasing Lender execute enter into an agreement substantially in the form of Exhibit G heretoC, and (yB) in the case of an Augmenting Lender, the Borrower Company and such Augmenting Lender execute enter into an agreement substantially in the form of Exhibit H hereto. In no event shall D, and (C) if any Lender become portion of such increase is an Increasing Lender or Additional Term Loan, Agent, the Augmenting Lender, and Borrowers enter into an Augmenting Lender without amendment to this Agreement with respect to such Lender’s prior written consent (in its sole discretion)Additional Term Loan on terms satisfactory to Agent and Borrowers. No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be is required for any increase in Commitments pursuant the Commitment Amounts or the Aggregate Commitment Amount under this Section 2.36, or any amendment to this Section 2.24Agreement with respect to an Additional Term Loan pursuant the preceding sentence. Increases and Increases, new Commitments and Additional Term Loans created pursuant to under this Section 2.24 shall 2.36 become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereofof such dates. Notwithstanding the foregoing, no increase in the Commitments Aggregate Commitment Amount (or in any the Commitment Amount of any Lender) shall become effective under this paragraph Section 2.36 and no Additional Term Loans shall be made unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Additional Term Loan, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be 3.2 are satisfied (or waived by the Required Lenders) Majority Lenders and the Administrative Agent shall have received receives a certificate to that effect dated such date and executed signed by an Authorized Officer authorized officer of the Borrower Company and (2B) the Administrative Company is in compliance (on a pro forma basis reasonably acceptable to Agent) with its financial covenants in this Agreement, and (ii) Agent shall have has received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower Company to borrow hereunder under this Agreement after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the CommitmentsCommitment Amounts, to the extent such increase is in the form of Revolving Loans, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative that Agent shall determinedetermines, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being are required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Applicable Share of such outstanding the Revolving Loans and LC Participations outstanding Term Loans, as applicableon such date, and (ii) the Borrower Company shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the BorrowerCompany, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to under clause (ii) of the immediately preceding sentence shall must be accompanied by payment of all accrued interest on the amount prepaid and, in with respect of to each Eurocurrency LoanAdvance, shall be are subject to indemnification by the Borrower pursuant to the provisions of Company under Section 3.4 2.30 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 No Lender has any obligation to become an Increasing Lender, and no refusal to become an Increasing Lender shall constitute, or otherwise be deemed to be, make such Lender a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timeDefaulting Lender.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower 6.12.1 The Company may from time to time (but in no event more than 3 times request an increase in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term New Vehicle Floorplan Commitment, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 50,000,000.00 or such lower amount as is agreed to between the Borrower Company and the Administrative Agent agree uponAgent, so long as, after giving effect thereto, (a) the aggregate amount of all such increases (when added to requested after the existing Aggregate Total Commitment) Closing Date does not exceed $1,000,000,000500,000,000.00750,000,000.00, and (b) the Aggregate Commitment does not exceed $4,250,000,000.004,500,000,000.00. 6.12.2 The Borrower Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees banks, financial institutions (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Additional Lender”), to which Lender or Lenders shall increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (ia) each Augmenting Additional Lender and each Increasing Lender and the amount of the increase of each Additional Lender and Increasing Lender shall be subject to the reasonable approval of the Borrower Company, the Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (iib) (xi) in the case of an Increasing Lender, the Borrower Agent, Borrowers and such Increasing Lender shall execute an agreement Increasing Lender Agreement substantially in the form of Exhibit G N hereto, and (yii) in the case of an Augmenting Additional Lender, the Borrower Agent, Borrowers and such Augmenting Additional Lender shall execute an agreement Additional Lender Agreement substantially in the form of Exhibit H M hereto, and (c) the applicable Borrower or Borrowers, Increasing Lender, Additional Lender and any other Loan Party shall each deliver to the Agent such other documents or amendments to existing Loan Documents as the Agent reasonably deems necessary. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). 6.12.3 No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.246.12. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable Facility, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.100 110393723.6 0063724-00082 115525625.4 0063724-00082
Appears in 1 contract
Samples: Loan Agreement (Lithia Motors Inc)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, 25,000,000 so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000500,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “"Increasing Lender”"), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “"Augmenting Lender”"), to increase their existing Commitments, Commitments or provide new Commitments, as the case may bebe but in each case on the same terms and conditions as the existing Commitments; provided that (i) each Augmenting Lender and each Increasing Lender Lender, shall be subject to the approval of the Borrower and Borrower, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Issuing Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and the Swingline Lender and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Aggregate Commitments pursuant to this Section 2.242.20. Increases and new Commitments created pursuant to this Section 2.24 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Aggregate Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, (i) the conditions set forth in paragraphs (a) and (b) of Section 4.2 4.02 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (2ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Closing Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share Applicable Percentage of such outstanding Revolving Loans and outstanding Term Loans, as applicable(ii) each relevant Increasing Lender and Augmenting Lender will automatically and without further act be deemed to have assumed, and each existing Lender will be deemed to have assigned, a portion of participations hereunder in LC Exposure and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding Revolving Credit Exposure of each Lender (iiincluding each Augmenting Lender and each Increasing Lender) will equal each such Lender’s Applicable Percentage and (iii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 2.15 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Increase Option. Subject to Provided that the prior written consent of the Administrative Agent (Term-Out Period has not to be unreasonably withheld)commenced, the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Designated Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) Commitments does not exceed $1,000,000,000[1,500,000,000]. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Co-Administrative AgentAgents, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent Borrower and the relevant Increasing Lenders or Augmenting LendersLenders and upon reasonable prior written notice to the Designated Agent, and the Administrative Designated Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Designated Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Designated Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Designated Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19Documents). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Designated Agent such amounts in immediately available funds as the Administrative Designated Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Samples: Credit Agreement (MDC Holdings Inc)
Increase Option. Subject to So long as the prior written consent Borrowers’ Qualified Receivables Transactions shall have terminated or will contemporaneously terminate and the accounts or notes receivable thereunder have been pledged or will be contemporaneously pledged as Collateral for the benefit of the Administrative Agent (not Lenders pursuant to be unreasonably withheld)Section 6.24, the Borrower Borrowers may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitmentadd senior secured revolving loan commitments hereto, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower Borrowers and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of all such increases (when added to the existing Aggregate Total Commitment) senior secured revolving loan commitments does not exceed $1,000,000,00075,000,000 (such additional senior secured revolving loan commitments, the “Additional Commitments”). The Borrower Borrowers may arrange for any such increase Additional Commitments to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitmentsuch Lender, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing extend the Additional Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower Borrowers and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Agent and (ii) (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseAdditional Commitments) shall be required for any increase in Commitments Additional Commitment pursuant to this Section 2.242.20. Increases and new Additional Commitments created pursuant to this Section 2.24 2.20 shall become effective on the date agreed by the BorrowerBorrowers, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Additional Commitments (or in any Commitment of any Lender’s Additional Commitment) shall become effective under this paragraph section unless, (1i) on the proposed date of the effectiveness of such increaseaddition, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower Parent and (2B) the Parent shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.23 and (ii) the Administrative Agent shall have received documents (A) consistent with those delivered on the Effective Date date hereof as to the corporate power and authority of the each Borrower to borrow hereunder after giving effect to such increase, addition and (B) as well it may request to evidence termination of the Qualified Receivables Transactions and the pledge of the accounts or notes receivable thereunder as such documents as Collateral for the Administrative Agent may reasonably request (including, without limitation, customary opinions benefit of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Lenders pursuant to Section 6.19)6.24. On the effective date of any increase in the Additional Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lendersaddition, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, revolving loans of all the Increasing Lenders and Augmenting Lenders to equal its Pro Rata Share pro rata share of such outstanding Revolving revolving loans. Additional Commitments shall be treated substantially the same as (and in any event no more favorably than) the Loans hereunder. Additional Commitments may be made hereunder pursuant to an amendment or restatement (an “Additional Commitment Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender, each Augmenting Lender and outstanding Term the Administrative Agent at the time this Section 2.20 is exercised, and reflecting additional terms deemed standard and customary in the market at that time for a revolving credit facility (including, without limitation, requisite changes to Section 5.12(ii), a commitment fee or facility fee in respect of the revolving commitments, letter of credit and swing line mechanics (including related fees), and associated consent rights (such as, but not limited to, letter of credit issuers having the ability to consent to Persons (including Lenders) taking assignments of revolving commitments)). The applicable interest rate margins applicable to the Additional Commitments shall be determined by the Borrowers and the Lenders thereunder; provided, that in the event the applicable interest rate margin for any Additional Commitment is higher than the Applicable Margin for the Loans by more than 50 basis points, then the Applicable Margin for the Loans shall be increased to the extent necessary so that such Applicable Margin is equal to the applicable interest rate margins for such Additional Commitment minus 50 basis points; provided, further, that in determining the applicable interest rate margins for the Additional Commitments and the Loans, as applicable(i) customary arrangement or commitment fees payable to the Arranger (or its Affiliates) in connection with the Loans or any Additional Commitment shall be excluded, and (ii) if an Additional Commitment includes an interest rate floor greater than the Borrower interest rate floor applicable to the Loans, such increased amount shall be deemed equated to have repaid and reborrowed all outstanding the applicable interest rate margin for purposes of determining whether an increase to the Applicable Margin for the Loans under each Facility as of shall be required, to the date of any extent an increase in the Commitments under interest rate floor for the Loans would cause an increase in the interest rate then in effect thereunder, and in such Facility case the interest rate floor (with but not the Applicable Margin) applicable to the Loans shall be increased by such reborrowing amount. The Additional Commitment Amendment may, without the consent of any other Lenders, effect such amendments to consist this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Types of LoansAdministrative Agent, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to effect the provisions of this Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods2.20. Nothing contained in this Section 2.24 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder provide Additional Commitments, at any time.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in until the aggregate) Facility Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000400,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.25. Increases and new Commitments created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.20 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, including customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.20 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time. This Section shall supersede any provision in Section 8.3 to the contrary.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in until the aggregate) Facility Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments or enter into one or more tranches of term loans (each an “Incremental Term CommitmentLoan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) and all such Incremental Term Loans does not exceed $1,000,000,00050,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentCommitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or and/or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or to participate in such Incremental Term Loans, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and Borrower, the Administrative AgentAgent and, except in the case of Incremental Term Loans, the LC Issuers, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank conditioned or approved by each LC Issuer, such approval not to be unreasonably withhelddelayed, and (ii) (xii)(x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Commitments or Incremental Term Loans pursuant to this Section 2.242.23. Increases and new Commitments and Incremental Term Loans created pursuant to this Section 2.24 2.23 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required relevant Increasing Lenders and/or Augmenting Lenders) , and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis) with the covenants contained in Section 6.18 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the CommitmentsCommitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Facility Termination Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Facility Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Facility Termination Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.23. On the effective date of the issuance of the Incremental Term Loans, each Lender that has agreed to extend such an Incremental Term Loan shall make its ratable share thereof available to the Administrative Agent, for remittance to the Borrower, on the terms and conditions specified by the Administrative Agent at such time. Nothing contained in this Section 2.24 2.23 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder hereunder, or provide Incremental Term Loans, at any time. This Section 2.23 shall supersede any provision in Section 8.3 to the contrary.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time elect (but in no event more than 3 times in the aggregate) elect twice), to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in an integral multiples multiple of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases increase (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000300,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, Administrative Agent and the Administrative AgentSwing Line Lender, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) all new or increased Commitments pursuant to this Section 2.25 shall be provided to Borrower on the same terms as are applicable with respect to the existing Commitments under this Agreement, and (xiii) (y) in the case of an Increasing Lender, the Borrower and such Increasing Lender shall execute an agreement substantially in the form of Exhibit G I hereto, and (yz) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender shall execute an agreement substantially in the form of Exhibit H J hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.25. Increases and new Commitments created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower Borrower, and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (iaa) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (iibb) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (iibb) of the immediately preceding sentence above shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Samples: Credit Agreement (New Home Co Inc.)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, 25,000,000 so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000500,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, Commitments or provide new Commitments, as the case may bebe but in each case on the same terms and conditions as the existing Commitments; provided that (i) each Augmenting Lender and each Increasing Lender Lender, shall be subject to the approval of the Borrower and Borrower, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Issuing Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and the Swingline Lenders and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Aggregate Commitments pursuant to this Section 2.242.20. Increases and new Commitments created pursuant to this Section 2.24 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Aggregate Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, (i) the conditions set forth in paragraphs (a) and (b) of Section 4.2 4.02 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (2ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Closing Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share Applicable Percentage of such outstanding Revolving Loans and outstanding Term Loans, as applicable(ii) each relevant Increasing Lender and Augmenting Lender will automatically and without further act be deemed to have assumed, and each existing Lender will be deemed to have assigned, a portion of participations hereunder in LC Exposure and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding Revolving Credit Exposure of each Lender (iiincluding each Augmenting Lender and each Increasing Lender) will equal each such Lender’s Applicable Percentage and (iii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 2.15 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in until the aggregate) Facility Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,00050,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or provide new extend Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.242.22. Increases and new Revolving Commitments created pursuant to this Section 2.24 2.22 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.31 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Restatement Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.31 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.6). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.22 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder hereunder, at any time. This Section shall supersede any provision in Section 8.3 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Hawkins Inc)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in following the aggregate) Omnibus Amendment Effective Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples a minimum amount of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000500,000,000. The parties hereto acknowledge and agree that the increase in the Commitments pursuant to the Omnibus Amendment is not being effected under this Section 2.24. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender so arranged by the Borrower shall be subject to the approval of the Borrower Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenant contained in Section 6.15 as of the last day of the most recent fiscal quarter for which financial statements have been provided pursuant to Section 6.1 ended prior to giving effect to the applicable increase under this Section, and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.15 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Commitments, Commitments (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower The Borrowers may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments or enter into one or more tranches of term loans (each an “Incremental Term CommitmentLoan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower Borrowers and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to in the existing Aggregate Total Commitment) Revolving Commitments and all such Incremental Term Loans does not exceed $1,000,000,000940,000,000. The Borrower Borrowers may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentRevolving Commitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), agreeing to increase their existing Revolving Commitments, participate in Incremental Term Loans, or provide extend new Revolving Commitments, as the case may be; provided provided, that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower Company, the Administrative Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuer and (ii) (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease in Revolving Commitments or any Incremental Term Loans) shall be required for any increase in Revolving Commitments or Incremental Term Loans pursuant to this Section 2.242.25. For the avoidance of doubt, no Lender shall be under any obligation to become an Increasing Lender and any such decision whether to increase its Revolving Commitment or make an Incremental Term Loan shall be in such Lender’s sole and absolute discretion. Increases and new Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loan, (A) the conditions set forth in paragraphs (ai) and (bii) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the each Borrower and (2B) the Borrowers shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.25 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the CommitmentsRevolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the BorrowerBorrowers, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the Term Loans, (b) shall not mature earlier than the Facility Termination Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Facility Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Facility Termination Date and (ii) the Incremental Term Loans may be priced differently from the Revolving Loans, Term Loans and from previously issued Incremental Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.25. On the effective date of the issuance of the Incremental Term Loans, each Lender that has agreed to extend such an Incremental Term Loan shall make its ratable share thereof available to the Administrative Agent, for remittance to the Borrowers, on the terms and conditions specified by the Administrative Agent at such time. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder hereunder, or provide Incremental Term Loans, at any time. This Section shall supersede any provisions in Section 8.3 or 11.2 to the contrary.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in until the aggregate) Maturity Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Credit Commitments or enter into one or more tranches of additional Term CommitmentLoans (each an “Incremental Term Loan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) and all such Incremental Term Loans does not exceed $1,000,000,00035,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentRevolving Credit Commitment or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Credit Commitments, or provide new to participate in such Incremental Term Loans, or extend Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentL/C Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G H hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H I hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Credit Commitments or Incremental Term Loans pursuant to this Section 2.242.16. Increases and new Revolving Credit Commitments and Incremental Term Loans created pursuant to this Section 2.24 2.16. shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in any the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increaseincrease or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) Section 4.01 and (b) of Section 4.2 4.02 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower, (B) (i) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 7.11 (ii) the Borrower shall (on a pro forma basis reasonably acceptable to the Administrative Agent) have a Consolidated Total Lease Adjusted Leverage Ratio less than or equal to 4.00 to 1.00 and (2iii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Closing Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19Documents). On the effective date of any increase in the CommitmentsRevolving Credit Commitments being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share Applicable Revolving Credit Percentage of such outstanding Revolving Loans and outstanding Term Credit Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans under each Facility as of the date of any increase in the Revolving Credit Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Credit Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.02). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Eurodollar Rate Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 3.05 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Credit Loans and the initial Term Loans, (b) shall not mature earlier than the 66 Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Credit Loans and the initial Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Credit Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.16. On the effective date of the issuance of the Incremental Term Loans, each Term Lender that has agreed to extend such an Incremental Term Loan shall make its ratable share thereof available to the Administrative Agent, for remittance to the Borrower, on the terms and conditions specified by the Administrative Agent at such time. Nothing contained in this Section 2.24 2.16 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment under any Facility hereunder hereunder, or provide Incremental Term Loans, at any time. In the event that the interest rate margins for any increase of the Revolving Credit Commitments or Incremental Term Loans are higher than the interest rate margins for any existing Term Loans or existing Revolving Credit Commitments by more than 50 basis points, then the interest rate margins for such existing Term Loans or existing Revolving Credit Commitments, as applicable, shall be increased to the extent necessary so that the interest rate margins for such existing Term Loans or existing Revolving Credit Commitments are equal to the interest margins for such Incremental Term Loans or Revolving Credit Commitment increases minus 50 basis points; provided, that, in determining the interest rate margins applicable to the Incremental Term Loans and the existing Term Loans and the increased Revolving Credit Commitments and existing Revolving Credit Commitments (A) original issue discount or upfront fees (which shall be deemed to constitute like amounts of original issue discount) payable by the Borrower shall be included (with original issue discount being equated to interest based on assumed four-year life to maturity or, if shorter, the actual Weighted Average Life to Maturity) and (B) if the Incremental Term Loans or increased Revolving Credit Commitments include an interest rate floor greater than the interest rate floor applicable to the existing Term Loans and existing Revolving Credit Commitments, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the existing Term Loans and existing Revolving Credit Commitments shall be required, to the extent an increase in the interest rate floor in the existing Term Loans or existing Revolving Credit Commitments would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the existing Term Loans or existing Revolving Credit Commitments shall be increased by such increased amount. This Section shall supersede any provision in Section 11.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (NOODLES & Co)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time elect (but in no event more than 3 times in the aggregate) elect once), to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in an integral multiples multiple of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases increase (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000200,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, Administrative Agent and the Administrative AgentSwing Line Lender, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (xy) in the case of an Increasing Lender, the Borrower and such Increasing Lender shall execute an agreement substantially in the form of Exhibit G I hereto, and (yz) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender shall execute an agreement substantially in the form of Exhibit H J hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.25. Increases and new Commitments created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower Borrower, and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (iaa) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (iibb) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (iibb) of the immediately preceding sentence above shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.”
Appears in 1 contract
Samples: Credit Agreement (New Home Co Inc.)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,0001,200,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable Facility, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Term SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in time, from the aggregate) Effective Date until the Facility Termination Date, elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 25,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000400,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the 49 increase) shall be required for any increase in Commitments pursuant to this Section 2.242.25. Increases and new Commitments created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.20 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, including customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.20 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Term SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time. This Section shall supersede any provision in Section 8.3 to the contrary.
Appears in 1 contract
Increase Option. Subject Provided that the Term-Out Period has not commenced and subject to the prior written consent of the Designated Agent and the Co-Administrative Agent Agents (not to be unreasonably withheld), the Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Designated Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000550,000,000.00. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Designated Agent, the Co-Administrative Agents and the Administrative AgentSwing Line Lender, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Designated Agent, the Co-Administrative Agent Agents, and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Designated Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Designated Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Designated Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Designated Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Designated Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19)Documents. On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Designated Agent such amounts in immediately available funds as the Administrative Designated Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Samples: Credit Agreement (MDC Holdings Inc)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 5,000,000.00 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,00025,000,000.00. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or provide new extend Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.242.26. Increases and new Revolving Commitments created pursuant to this Section 2.24 2.26 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.21, (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.26 through the financial covenants set forth Facility Termination Date), (iii) the increase of Revolving Commitments shall be for the sole purpose of the purchase of a paper machine at a site located in Section 6.19)Mexicali, Mexico, (iv) the Administrative Agent shall have received an appraisal of all of Borrower’s domestic real estate and domestic equipment in form and content acceptable to Administrative Agent, and (v) Administrative Agent shall have received a first-priority mortgage lien and security interest in all of Borrower’s domestic real estate and domestic equipment for which such a lien or security has not been previously granted. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.26 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder hereunder, at any time.
Appears in 1 contract
Increase Option. Subject (a) At any time and from time to time after the prior written consent of the Administrative Agent (not to be unreasonably withheld)Closing Date, the Borrower may from time to time (but in no event more than 3 times request an increase in the aggregateTotal Revolving Commitments, provided that (i) elect to each requested increase in the Aggregate Total Revolving Commitment and/or Commitments shall be in the Aggregate Term Commitment, minimum amount of $20,000,000 (and in each case in integral multiples of $5,000,000 in excess thereof), (ii) not more than two requests may be made prior to the Maturity Date, and (iii) in no event may the Total Revolving Commitments be increased to an amount greater than $130,000,000. If the Borrower desires an increase in the Total Revolving Commitments, it shall first deliver a written request (“Request for Commitment Increase”) to the Administrative Agent and each of the Lenders specifying the amount of the proposed increase in the Total Revolving Commitments and the proposed effective date of such increase and requesting that the Lenders severally increase their respective Revolving Commitments. Upon the Borrower’s delivery of any Request for Commitment Increase, each of the Lenders will have the right, but not less than $25,000,000) or such lower amount as the obligation, to increase its Revolving Commitment in accordance with its Revolving Percentage of the requested increase in the Total Revolving Commitments. Each of the Lenders shall notify the Borrower and the Administrative Agent agree upon, so long as, of its determination within ten days after giving effect thereto, receipt of the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000Request for Commitment Increase. The Borrower may arrange for any such increase to be provided by If one or more of the Lenders elects not to increase its Revolving Commitment (each Lender so agreeing or to increase its Revolving Commitment by an amount less than its Revolving Percentage of the requested increase in its Commitment, an “Increasing Lender”the total Revolving Commitments), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender”), to the Borrower may request that the other Lenders increase their existing Commitments, Revolving Commitments by the amount of the shortfall or provide new Commitments, as the case may be; provided that seek to obtain Revolving Commitments from other financial institutions to become additional Lenders under this Agreement (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval consent of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in but without the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than Lenders). The Borrower shall notify the Administrative Agent of any financial institution that shall have agreed to become an additional Lender party to this Agreement (a “New Lender”) in connection with a Request for Commitment Increase and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lendersamount of its proposed Revolving Commitment, and the Administrative Agent shall notify each Lender thereofthen have a period of five Business Days in which to consent or withhold consent to the admission of the proposed New Lender. Notwithstanding If the foregoing, no Borrower is unable within 30 days after delivering any Request for Commitment Increase to obtain approval from the Lenders to increase their Revolving Commitments and/or to secure Revolving Commitments from New Lenders for the full amount of the requested increase in the Commitments (or in any total Revolving Commitments, the Request for Commitment of any Lender) Increase shall become effective under this paragraph unless, (1) on to the proposed date extent of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer amount of the Borrower and (2) increased or new Revolving Commitments actually obtained, even if such amount is less than the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority minimum amount of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth a requested increase specified in Section 6.19). On the effective date of any increase in the Commitments, clause (i) each relevant Increasing Lender and Augmenting Lender shall make available of the proviso to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit first sentence of the other Lenders holding Commitments in the applicable Facility, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of this Section 2.82.24(a). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder at any time, and no Lender shall be obligated to agree to any increase in its Revolving Commitment.
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Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in until the aggregate) Facility Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does Commitments do not exceed $1,000,000,000400,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (ia) each Augmenting Lender and each Increasing Lender shall shall, to the extent consent would be required for an assignment of such Commitments or such Loans to such Augmenting Lender or Increasing Lender pursuant to Section 12.3, be subject to the approval of the Borrower and Borrower, the Administrative AgentAgent and/or the LC Issuers, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank delayed or approved by each LC Issuer, such approval not to be unreasonably withheldconditioned, and (iib) (xi) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (yii) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1A) on the proposed date of the effectiveness of of, and after giving effect to, such increase, (x) the conditions set forth in paragraphs (a), (b) and (bc) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer Signatory of the Borrower and (2y) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.16 and (B) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate limited partnership power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with updated financial projections, reasonably acceptable to the financial covenants set forth in Section 6.19Administrative Agent). On the effective date of any increase in the CommitmentsCommitments being made, (i1) each relevant Increasing Lender and Augmenting Lender providing a Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii2) unless the balancing in clause (1) can be made with Revolving Loans only from the applicable Increasing Lenders and Augmenting Lenders, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii2) of the immediately preceding sentence shall be accompanied accompanied, in respect of Eurodollar Loans, by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, and shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.24 any Lender becoming a party hereto shall (A) execute such documents and agreements as the Administrative Agent may reasonably request and (B) provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act. This Section shall supersede any provision in Section 8.3 to the contrary.
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Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,00085,000,000.25,000,000. The Borrower may arrange for any such increase to be provided by all of the Lenders or, if any Lender does not consent to such increase, then by one or more Lenders (in any case, each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”)) and, or if the Increasing Lenders do not consent to increase their Commitments in the aggregate amount elected by the Borrower, then by the Increasing Lenders (if any) and one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower Borrower, the Administrative Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuers and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.26. Increases and new Commitments created pursuant to this Section 2.24 2.26 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.17 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders Lenders, each Lender’s participation in each Facility LC and the related LC Obligations, and each Lender’s participation in each outstanding Swing Line Loan to equal its Pro Rata Share of such outstanding Revolving Loans Loans, Facility LCs and related LC Obligations, and outstanding Term Swing Line Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.ARTICLE III
Appears in 1 contract
Samples: Credit Agreement (Cabelas Inc)
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time elect (but in no event more than 3 times in the aggregate) elect twice), to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments, in each case in an integral multiples multiple of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases increase (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000150,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) all new or increased Commitments pursuant to this Section 2.25 shall be provided to Borrower on the same terms as are applicable with respect to the existing Commitments under this Agreement, and (xiii) (y) in the case of an Increasing Lender, the Borrower and such Increasing Lender shall execute an agreement substantially in the form of Exhibit G I hereto, and (yz) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender shall execute an agreement substantially in the form of Exhibit H J hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.25. Increases and new Commitments created pursuant to this Section 2.24 2.25 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower Borrower, and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.196.20). On the effective date of any increase in the Commitments, (iaa) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (iibb) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (iibb) of the immediately preceding sentence above shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Samples: Credit Agreement (New Home Co Inc.)
Increase Option. Subject Notwithstanding Section 2.1(a) and so long as no Default or Event of Default exists, Borrower may, upon written election delivered to Administrative Agent, permanently increase the prior aggregate Revolving Credit Commitments by up to $100,000,000 to FIVE HUNDRED MILLION DOLLARS ($500,000,000) (less the amount of any previous reductions of the Revolving Credit Commitment pursuant to Sections 2.1(c) or 2.12); provided that each such increase must be in a minimum amount of $25,000,000 and in integral multiples of $1,000,000 in excess thereof, by (i) increasing the Revolving Credit Commitment of one or more Banks which have agreed to such increase and/or (ii) adding one or more commercial banks or other Persons as a Bank hereto (each an “Additional Bank”) with a Revolving Credit Commitment in an amount agreed to by any such Additional Bank; provided that no Additional Bank shall be added as a party hereto without the written consent of the Administrative Agent and the Issuing Banks (which shall not to be unreasonably withheld), the Borrower may from time to time (but in no event more than 3 times ) or if a Default or an Event of Default exists. Any increase in the aggregateaggregate Revolving Credit Commitment pursuant to this clause (b) elect to increase shall be effective three Business Days after the Aggregate Revolving Commitment and/or date on which the Aggregate Term Commitment, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or Administrative Agent has received and accepted the applicable documentation memorializing and evidencing such lower amount as increases by the applicable Banks. The Administrative Agent shall promptly notify the Borrower and the Administrative Agent agree upon, so long as, Banks of any increase in the amount of the aggregate Revolving Credit Commitment pursuant to this Section and of the Revolving Credit Commitment of each Bank after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000. The Borrower acknowledges that, in order to maintain Loans in accordance with each Bank’s pro-rata share of all outstanding Borrowings prior to any increase in the aggregate Revolving Credit Commitment pursuant to this Section, a reallocation of the Revolving Credit Commitments as a result of a non-pro-rata increase in the aggregate Revolving Credit Commitment may arrange for require prepayment of all or portions of certain Borrowings on the date of such increase (and any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender prepayment shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable Facility, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time2.11).
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the Borrower 6.12.1 The Company may from time to time (but in no event more than 3 times request an increase in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term New Vehicle Floorplan Commitment, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 50,000,000.0050,000,000 or such lower amount as is agreed to between the Borrower Company and the Administrative Agent agree uponAgent, so long as, after giving effect thereto, (a) the aggregate amount of all such increases (when added to requested after the existing Aggregate Total Commitment) Closing Date does not exceed $1,000,000,000750,000,000.00750,000,000, and (b) the Aggregate Commitment does not exceed $4,500,000,000.004,500,000,000. 6.12.2 The Borrower Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees banks, financial institutions (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Additional Lender”), to which Lender or Lenders shall increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (ia) each Augmenting Additional Lender and each Increasing Lender and the amount of the increase of each Additional Lender and Increasing Lender shall be subject to the reasonable approval of the Borrower Company, the Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (iib) (xi) in the case of an Increasing Lender, the Borrower Agent, Borrowers and such Increasing Lender shall execute an agreement Increasing Lender Agreement substantially in the form of Exhibit G N hereto, and (yii) in the case of an Augmenting Additional Lender, the Borrower Agent, Borrowers and such Augmenting Additional Lender shall execute an agreement Additional Lender Agreement substantially in the form of Exhibit H M hereto, and (c) the applicable Borrower or Borrowers, Increasing Lender, Additional Lender and any other Loan Party shall each deliver to the Agent such other documents or amendments to existing Loan Documents as the Agent reasonably deems necessary. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). 6.12.3 No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.246.12. Increases and new Commitments created pursuant to this Section 2.24 6.12 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Additional Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments Aggregate New Vehicle Floorplan Commitment (or in any the Commitment of any Lender) shall become effective under this paragraph unless, unless (1a) on the proposed effective date of the effectiveness of such increase, the conditions set forth in paragraphs (ai) no Default has occurred and (b) of Section 4.2 shall be satisfied (is continuing or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder will exist after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel increase and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On any Credit Extensions to be made on the effective date of any increase in the Commitmentsdate, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable Facility, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid all representations and reborrowed warranties in this Agreement are true and correct in all outstanding Loans under each Facility material respects as of the date of any increase effective date, (iii) the Company and its Subsidiaries will be in the Commitments under such Facility compliance (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in on a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant Pro Forma Basis reasonably acceptable to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.99 115525625.4 0063724-00082
Appears in 1 contract
Samples: Loan Agreement (Lithia Motors Inc)
Increase Option. Subject to As set forth in the prior written definition of “Class B Revolving Commitment”, the aggregate amount of the Class B Revolving Commitments as of the Amendment Effective Date is $0. The Company may, with the consent of Deutsche Bank AG, New York Branch, in its capacity as a Class A Managing Agent, in its sole discretion (which consent may, for avoidance of doubt, be conditioned upon the Administrative Agent (not effectiveness of an amendment or modification to be unreasonably withheld), the Borrower may one or more Credit Documents) from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Class B Revolving Commitment and/or the Aggregate Term Commitment, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of all such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,00017,647,000. The Borrower Each existing Class B Revolving Lender (if any) shall have the right to provide its Pro Rata Share of such increase within ten (10) Business Days of the Company’s increase election pursuant to this Section 2.23 (each such consenting Lender, an “Increasing Lender”). If one or more of the Class B Revolving Lenders fail to consent or collectively fail to commit to fund the full amount of such increase, the Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitmentnew banks, an “Increasing Lender”), financial institutions or by one or more new Eligible Assignees other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (Agent in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders any Class B Revolving Lender participating in the increase) shall be required for any increase in Class B Revolving Commitments pursuant to this Section. Increased and new Class B Revolving Commitments pursuant to this Section 2.24. Increases and new Commitments created pursuant to this Section 2.24 2.23 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, as applicable, pursuant to a joinder agreement (each, a “Joinder Agreement”) in form and substance reasonably satisfactory to Company, Administrative Agent and such Increasing Lender or Augmenting Lender, as applicable, whereby each such Increasing Lender or Augmenting Lender, as applicable, assumes the rights and obligations of a Class B Revolving Lender hereunder. Each Joinder Agreement shall also set forth any other applicable terms of the Class B Revolving Commitments being provided thereby, other than pricing terms described in a separate Fee Letter. The Administrative Agent shall notify each Lender thereofClass A Revolving Lender, and the Company shall notify each Class B Revolving Lender, of each increase in Class B Revolving Commitments made pursuant to this Section 2.23. Notwithstanding the foregoing, no increase in the Commitments Revolving Commitment, (or in any the Class B Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1) if on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) an Event of Default has occurred and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19)is continuing. On the effective date of any increase in the CommitmentsRevolving Commitment, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Class B Agent such amounts in immediately available funds as the Administrative Class B Agent shall determinedetermines, for the benefit of the other Lenders holding Commitments in the applicable FacilityClass B Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of paying such amounts to make payments to such other Class B Revolving Lenders, each Class B Revolving Lender’s portion of the outstanding Class B Revolving Loans and outstanding Term Loans, as applicable, of all the Class B Revolving Lenders to equal its Pro Rata Share of such outstanding Class B Revolving Loans and outstanding Term Loans. For so long as Class B Revolving Commitments are $0, all provisions in this Agreement (other than this Section 2.23) relating to the Class B Agent, Class B Revolving Commitments, Class B Revolving Loans, as applicable, Class B Revolving Lenders and (ii) the Borrower related matters shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any timewithout effect.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in the aggregate) elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upon, 25,000,000 so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000500,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “"Increasing Lender”"), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “"Augmenting Lender”"), to increase their existing Commitments, Commitments or provide new Commitments, as the case may bebe but in each case on the same terms and conditions as the existing Commitments; provided that (i) each Augmenting Lender and each Increasing Lender Lender, shall be subject to the approval of the Borrower and Borrower, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Issuing Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and the Swingline Lenders and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Aggregate Commitments pursuant to this Section 2.242.20. Increases and new Commitments created pursuant to this Section 2.24 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Aggregate Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, (i) the conditions set forth in paragraphs (a) and (b) of Section 4.2 4.02 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower and (2ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Closing Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s 's portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share Applicable Percentage of such outstanding Revolving Loans and outstanding Term Loans, as applicable(ii) each relevant Increasing Lender and Augmenting Lender will automatically and without further act be deemed to have assumed, and each existing Lender will FOURTH AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT – Page 64 be deemed to have assigned, a portion of participations hereunder in LC Exposure and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding Revolving Credit Exposure of each Lender (iiincluding each Augmenting Lender and each Increasing Lender) will equal each such Lender's Applicable Percentage and (iii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 2.15 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
Appears in 1 contract
Increase Option. Subject The Borrower may, by written notice to the prior written consent of the Administrative Agent (not to be unreasonably withheld)Agent, the Borrower may from time to time (but in no event more than 3 times in prior to the aggregate) Revolving Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments in an amount equal to $5,000,000, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upona whole multiple thereof, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does Revolving Commitments would not exceed $1,000,000,000350,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or and/or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, an financial institution or other entity, a “Augmenting New Lender”), to increase increasing their existing Commitments, Revolving Commitments or provide new extending Revolving Commitments, as the case may be; provided provided, that (i) the amount of increased Revolving Commitment of each Augmenting Increasing Lender and each Increasing New Lender shall be subject to the approval of the Borrower and Borrower, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuing Lender and the Swingline Lender and (ii) (xii)(A) in the case of an Increasing Lender, the Borrower Loan Parties, the Administrative Agent, the Issuing Lender, the Swingline Lender and such Increasing Lender execute shall have executed an agreement substantially in the form of Exhibit G hereto, Increasing Lender Agreement and (yB) in the case of an Augmenting a New Lender, the Borrower Loan Parties, the Administrative Agent, the Issuing Lender, the Swingline Lender and such Augmenting New Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any have executed a New Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion)Agreement. No consent of any Lender (other than the Administrative Agent and the Lenders participating in the such increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.242.22(a). Increases in and new Revolving Commitments created pursuant to this Section 2.24 2.22(a) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting New Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, (v) no Default, Event of Default or, Trigger Event or Adjusted Trigger Event shall have occurred and be continuing or would result after giving effect to such increase, (w) the conditions set forth Debt Yield and Adjusted Debt Yield shall each be equal to or in paragraphs excess of 12.0% (aon a pro forma basis taking into account such increase) before and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) after giving effect to such increase and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower showing compliance with such requirement in form and substance reasonably acceptable to the Administrative Agent, (x) the Borrower shall have paid all fees and other amounts (including, without limitation, pursuant to Section 10.5) due and payable by the Borrower in connection with such increase, (y) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as the date of such increase, before and after giving effect to such increase, as if made on and as of such date, and (2z) the Administrative Agent shall have received (1) documents consistent with those delivered on the Effective Closing Date as to the corporate power and authority of the Borrower Loan Parties to borrow hereunder after giving effect to such increaseenter into the Increasing Lender Agreement and/or New Lender Agreement, as well applicable, and to continue perform their obligations under the Loan Documents and (2) the Borrower shall have delivered or caused to be delivered customary legal opinions as such documents as reasonably requested by the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance in connection with the financial covenants set forth in Section 6.19)any such transaction. On the effective date of any such increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting New Lender shall make available to the Administrative Agent Agent, for the benefit of the other Lenders, such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable Facility, determine as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share Revolving Percentage of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8)2.2) and (iii) the participations in outstanding Letters of Credit and Swingline Loans shall be adjusted to reflect the then-applicable Revolving Percentage of each of the Lenders. The Borrower shall, in connection with any deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of sentence, (1) pay all accrued unpaid interest on the amount deemed prepaid and, and (2) in respect of each Eurocurrency Eurodollar Loan, shall be subject to pay all breakage indemnification by the Borrower amounts pursuant to the provisions of Section 3.4 2.19 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.22(a). shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder at any time.
Appears in 1 contract
Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in until the aggregate) Facility Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, Commitments in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000100,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or provide new extend Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of the Borrower Borrower, the Administrative Agent and the Administrative AgentLC Issuer, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.242.22. Increases and new Revolving Commitments created pursuant to this Section 2.24 2.22 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2B) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.31 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Restatement Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and counsel, affirmations of Loan Documents and pro forma updated financial projections, reasonably acceptable to the Administrative Agent, demonstrating the Borrower’s anticipated compliance with Section 6.31 through the financial covenants set forth in Section 6.19Facility Termination Date). On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.6). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Term SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.22 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder hereunder, at any time. This Section shall supersede any provision in Section 8.3 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Hawkins Inc)
Increase Option. Subject The Borrower may, by written notice to the prior written consent of the Administrative Agent (not to be unreasonably withheld)Agent, the Borrower may from time to time (but in no event more than 3 times in prior to the aggregate) Revolving Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term CommitmentCommitments in an amount equal to $5,000,000, in each case in integral multiples of $5,000,000 (but not less than $25,000,000) or such lower amount as the Borrower and the Administrative Agent agree upona whole multiple thereof, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does Revolving Commitments would not exceed $1,000,000,000150,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or and/or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, an financial institution or other entity, a “Augmenting New Lender”), to increase increasing their existing Commitments, Revolving Commitments or provide new extending Revolving Commitments, as the case may be; provided provided, that (i) the amount of increased Revolving Commitment of each Augmenting Increasing Lender and each Increasing New Lender shall be subject to the approval of the Borrower and Borrower, the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuing Lender and the Swingline Lender and (ii) (xii)(A) in the case of an Increasing Lender, the Borrower Loan Parties, the Administrative Agent, the Issuing Lender, the Swingline Lender and such Increasing Lender execute shall have executed an agreement substantially in the form of Exhibit G hereto, Increasing Lender Agreement and (yB) in the case of an Augmenting a New Lender, the Borrower Loan Parties, the Administrative Agent, the Issuing Lender, the Swingline Lender and such Augmenting New Lender execute an agreement substantially in the form of Exhibit H hereto. In no event shall any have executed a New Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion)Agreement. No consent of any Lender (other than the Administrative Agent and the Lenders participating in the such increase) shall be required for any increase in Revolving Commitments pursuant to this Section 2.242.22(a). Increases in and new Revolving Commitments created pursuant to this Section 2.24 2.22(a) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting New Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) shall become effective under this paragraph unless, (1) on the proposed date of the effectiveness of such increase, (w) no Default, Event of Default or Trigger Event shall have occurred and be continuing or would result after giving effect to such increase, (x) the conditions set forth in paragraphs (a) and (b) of Section 4.2 Debt Yield shall be satisfied equal to or in excess of 12.5% (or waived by the Required Lenderson a pro forma basis taking into account such increase) before and after giving effect to such increase and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower showing compliance with such requirement in form and substance reasonably acceptable to the Administrative Agent, (y) the Borrower shall have paid all fees and other amounts (including, without limitation, pursuant to Section 10.5) due and payable by the Borrower in connection with such increase and (2z) the Administrative Agent shall have received (1) documents consistent with those delivered on the Effective Closing Date as to the corporate power and authority of the Borrower Loan Parties to borrow hereunder after giving effect to such increaseenter into the Increasing Lender Agreement and/or New Lender Agreement, as well applicable, and to continue perform their obligations under the Loan Documents and (2) the Borrower shall have delivered or caused to be delivered customary legal opinions as such documents as reasonably requested by the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance in connection with the financial covenants set forth in Section 6.19)any such transaction. On the effective date of any such increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting New Lender shall make available to the Administrative Agent Agent, for the benefit of the other Lenders, such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable Facility, determine as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share Revolving Percentage of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.8)2.2) and (iii) the participations in outstanding Letters of Credit and Swingline Loans shall be adjusted to reflect the then-applicable Revolving Percentage of each of the Lenders. The Borrower shall, in connection with any deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of sentence, (1) pay all accrued unpaid interest on the amount deemed prepaid and, and (2) in respect of each Eurocurrency Eurodollar Loan, shall be subject to pay all breakage indemnification by the Borrower amounts pursuant to the provisions of Section 3.4 2.19 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 2.22(a) shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder at any time.
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Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in until the aggregate) Revolving Loan Termination Date elect to increase the Aggregate Revolving Commitment and/or the Aggregate Commitments, enter into one or more tranches of additional Term Loans, or one or more tranches of commitments (each an “Incremental Term Loan Commitment”) to make additional, Term Loans (each an “Incremental Term Loan”), in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 50,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) Outstanding Credit Exposure does not exceed $1,000,000,0001,500,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its CommitmentRevolving Commitment or to participate in such Incremental Term Loan Commitments or Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or provide new to participate in such Incremental Term Loan Commitments or Incremental Term Loans, or extend Revolving Commitments, as the case may be; provided that (ia) each Augmenting Lender and each Increasing Lender shall shall, to the extent consent would be required for an assignment of such Commitments or such Loans to such Augmenting Lender or Increasing Lender pursuant to Section 12.3, be subject to the approval of the Borrower and Borrower, the Administrative Agent, the LC Issuers and/or the Swing Line Lender, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank delayed or approved by each LC Issuer, such approval not to be unreasonably withheldconditioned, and (iib) (xi) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G F hereto, and (yii) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H G hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increaseincrease or any Incremental Term Loan) shall be required for any increase in Revolving Commitments, Incremental Term Loan Commitments or Incremental Term Loans pursuant to this Section 2.24. Increases and new Revolving Commitments, Incremental Term Loan Commitments and Incremental Term Loans created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any the Revolving Commitment of any Lender) or tranche of Incremental Term Loan Commitments or Incremental Term Loans shall become effective under this paragraph unless, (1A) on the proposed date of the effectiveness of of, and after giving effect to, such increaseincrease or such Incremental Term Loan Commitments or Incremental Term Loans, (x) the conditions set forth in paragraphs (a), (b) and (bc) of Section 4.2 shall be satisfied (or waived by the Required Lenders) Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer Signatory of the Borrower and (2y) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.16 and (B) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate limited partnership power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with updated financial projections, reasonably acceptable to the financial covenants set forth in Section 6.19Administrative Agent). On the effective date of any increase in the CommitmentsRevolving Commitments or any new Incremental Term Loan Commitments becoming effective or any Incremental Term Loans being made, (i1) each relevant Increasing Lender and Augmenting Lender providing a Revolving Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii2) unless the balancing in clause (1) can be made with Revolving Loans only from the applicable Increasing Lenders and Augmenting Lenders (and except in the case of any Incremental Term Loan Commitments or Incremental Term Loans), the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans under each Facility as of the date of any increase in the Revolving Commitments under such Facility (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii2) of the immediately preceding sentence shall be accompanied accompanied, in respect of Eurodollar Loans, by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, and shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. All Incremental Term Loans (including Incremental Term Loans funded pursuant to Incremental Term Loan Commitments) (aa) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (bb) shall not mature earlier than the Five-Year Term Loan Termination Date (but may have amortization prior to such date) and (cc) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (I) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Five-Year Term Loan Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Five-Year Term Loan Termination Date and (II) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.24. Each Augmenting Lender and each Increasing Lender shall fund the applicable Incremental Term Loans in accordance with the requirements of the applicable Incremental Term Loan Amendment. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment under any Facility hereunder hereunder, or provide Incremental Term Loans, at any time. In connection with any increase in the aggregate amount of the Revolving Commitments, effectiveness of Incremental Term Loan Commitments or issuance of Incremental Term Loans pursuant to this Section 2.24 any Lender becoming a party hereto shall (AA) execute such documents and agreements as the Administrative Agent may reasonably request and (BB) provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. This Section shall supersede any provision in Section 8.3 to the contrary.
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Increase Option. Subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld), the The Borrower may from time to time (but in no event more than 3 times in time, with the aggregate) prior written approval of the Administrative Agent which approval shall not be unreasonably withheld, elect to increase the Aggregate Revolving Commitment and/or the Aggregate Term Commitment, in each case in integral multiples minimum increments of $5,000,000 (but not less than $25,000,000) 10,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after giving effect thereto, the aggregate amount of such increases (when added to the existing Aggregate Total Commitment) does not exceed $1,000,000,000125,000,000, and the Aggregate Commitment does not exceed $250,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new Eligible Assignees banks, financial institutions or other entities (each such new Eligible Assigneebank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or provide new extend Commitments, as the case may be; provided that (i) no Lender shall be required to commit to any such increase, (ii) each Augmenting Lender and each Increasing Lender shall be subject to the reasonable approval of the Borrower Borrower, the Administrative Agent and the Administrative Agent, in each case not to be unreasonably withheld, and, with respect to any increase in the Revolving Commitments, shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, Issuer and (iiiii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H F hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than the Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.242.23. Increases and new Commitments created pursuant to this Section 2.24 2.23 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in any the Commitment of any Lender) shall become effective under this paragraph unless, (1i) on the proposed date of the effectiveness of such increase, (a) the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders (or, if required under Section 8.3, all Lenders) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (2b) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.23 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date date hereof as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders holding Commitments in the applicable FacilityLenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans and outstanding Term Loans, as applicable, of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans and outstanding Term Loans, as applicable, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans under each Facility as of the date of any increase in the Commitments under such Facility (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.82.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment under any Facility hereunder at any time.
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