Common use of Increased Commitments Clause in Contracts

Increased Commitments. Borrower shall have the right, at any time after the Closing Date and from time to time prior to the date that is thirty (30) days prior to the Commitment Termination Date, to increase the aggregate Commitments hereunder up to a maximum aggregate amount equal to the greater of (A) $2,000,000,000 and (B) 5.0% of Consolidated Net Tangible Assets (measured as of the last day of the most recent fiscal period for which internal consolidated financial statements of Borrower and its Subsidiaries are available), by causing one or more Additional Commitment Lenders (which may include any existing Lender, provided that no existing Lender shall be obligated to increase its Commitment) to provide a (or, in the case of an existing Lender, to increase its) Commitment (each such increase, a “Commitment Increase”), provided that (i) no Lender shall have any obligation hereunder to become an Additional Commitment Lender and any election to do so shall be in the sole discretion of each Lender and (ii) each Additional Commitment Lender shall have entered into an agreement in form and substance reasonably satisfactory to Borrower and Administrative Agent pursuant to which such Additional Commitment Lender shall provide a Commitment (or, if such Additional Commitment Lender is an existing Lender, pursuant to which its Commitment shall be increased). Notwithstanding the foregoing, no Commitment Increase pursuant to this Section 2.21 shall be effective unless:

Appears in 2 contracts

Samples: Revolving Credit Agreement (Cheniere Energy, Inc.), Revolving Credit Agreement (Cheniere Energy, Inc.)

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Increased Commitments. So long as no Unmatured Event of Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the right, at any time after the Closing Date and right from time to time prior to request an increase in the date that is Commitments upon not less than thirty (30) days days’ (or such shorter period as is acceptable to Administrative Agent) prior written notice to the Commitment Termination Date, to increase the aggregate Commitments hereunder up to a maximum aggregate amount equal to the greater of (A) $2,000,000,000 and (B) 5.0% of Consolidated Net Tangible Assets (measured as of the last day of the most recent fiscal period for which internal consolidated financial statements of Borrower and its Subsidiaries are available), by causing one or more Additional Commitment Lenders (which may include any existing Lender, provided that no existing Lender shall be obligated to increase its Commitment) to provide a (or, in the case of an existing Lender, to increase its) Commitment (each such increase, a “Commitment Increase”), Administrative Agent; provided that (i) no Lender shall have any obligation hereunder to become an Additional Commitment Lender and any election to do so increase its Commitment, (ii) each such requested increase in the Commitments shall be in accordance with the definition of Maximum Facility Amount, (iii) the Administrative Agent shall have consented to such increase, (iv) the applicable Structuring Fee payment has been paid by the Borrower to the Administrative Agent and (v) contemporaneously with requesting each such increase, the Borrower shall certify to Administrative Agent in writing that immediately before and immediately after giving effect to such increase, (A) Borrower is in compliance in all material respects with all of the terms, provisions, covenants and conditions contained in this Agreement and the other Transaction Documents and (B) no Unmatured Event of Default or Event of Default shall have occurred and then be continuing; and provided further that (i) any increase in the Commitments which is accomplished by increasing the Commitment of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole discretion and absolute discretion) shall be accomplished as follows: (A) this Agreement will be amended by Xxxxxxxx, Administrative Agent and those Lender(s) whose Commitment(s) is or are being increased (but without any requirement that the consent of any other Lenders be obtained) to reflect the revised Commitments of each of Lenders pursuant to amendment documents in form and substance satisfactory to Administrative Agent, (B) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (C) the Advances Outstanding will be reallocated on the effective date of such increase among Lenders in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation) and (ii) each Additional Commitment any increase in the Commitments which is accomplished by the addition of a new Lender under this Agreement shall be accomplished as follows: (A) such new Lender shall have entered into an agreement be subject to the consent of Administrative Agent, the Collateral Agent and Borrower, which consents shall not be unreasonably withheld or delayed, (B) this Agreement will be amended by Borrower, Administrative Agent and such new Lender (but without any requirement that the consent of any other Lenders be obtained) to reflect the addition of such new Lender as a Lender under this Agreement pursuant to amendment documents or joinder documents (in each case, including, without limitation, reliance letters) in form and substance reasonably satisfactory to Administrative Agent, (C) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (D) the Advances Outstanding will be reallocated on the effective date of such addition of a new Lender in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation). In connection with any increase in the Commitments accomplished pursuant to clauses (i) or (ii) above, the Administrative Agent pursuant shall have the right (with the consent of the Borrower) to which award titles, including “Joint Lead Arranger,” “Arranger,” “Participant” or such Additional Commitment other titles as may be determined by the Administrative Agent and the Borrower, to one or more other Lenders; provided that, upon awarding such title, the Administrative Agent will deliver an updated cover page to the Borrower and each Lender reflecting the revised titles of the parties. In connection with any increase in Commitments, the Borrower shall provide a Commitment (ordeliver certifications, if such Additional Commitment Lender is an existing Lenderreaffirmations, pursuant to which its Commitment shall be increased). Notwithstanding opinions and other documents reasonably requested by the foregoing, no Commitment Increase pursuant to this Section 2.21 shall be effective unless:Administrative Agent.

Appears in 2 contracts

Samples: Loan and Servicing Agreement (Oaktree Strategic Credit Fund), Loan and Servicing Agreement (Oaktree Strategic Credit Fund)

Increased Commitments. Borrower shall have the right, at At any time after following the Closing Date and from time to time prior completion of the syndication of the Facilities (as reasonably determined by the Administrative Agent), the Borrower may by written notice to the date that is thirty (30) days prior Administrative Agent elect to request an increase to the Commitment Termination Dateexisting Revolving Credit Commitments (any such increase, to increase the "INCREASED COMMITMENTS"), by an amount not in excess of $100,000,000 in the aggregate Commitments hereunder up to or a maximum aggregate lesser amount equal to in integral multiples of $10,000,000 (any such incremental facility the greater of "INCREASED REVOLVING CREDIT FACILITY"). Each notice shall (A) $2,000,000,000 specify the date (an "INCREASED AMOUNT DATE") on which the Borrower proposes that the Increased Commitments be made available, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Administrative Agent, and (B) 5.0% of Consolidated Net Tangible Assets (measured as offer each Revolving Credit Lender the right to increase its Revolving Credit Commitment on a pro rata basis. The Borrower shall notify the Administrative Agent in writing of the last day identity of each Revolving Credit Lender or other financial institution reasonably acceptable to the Administrative Agent (each, an "INCREASING REVOLVING CREDIT LENDER") to whom the Increased Commitments have been allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the most recent fiscal period for which internal consolidated financial statements Increased Commitments may elect or decline, in its sole discretion, to provide an Increased Commitment; provided further that (1) no Default or Event of Borrower Default shall exist on such Increased Amount Date before or after giving effect to such Increased Commitments and its Subsidiaries are available)Loans and (2) if the Administrative Agent shall Xxxxx Respiratory - Revolving Credit Agreement so request, such increase shall be evidenced by causing one or more Additional Commitment Lenders (which may include any existing joinder agreements executed and delivered to Administrative Agent by each Increasing Revolving Credit Lender, provided that no existing Lender each of which shall be obligated to increase its Commitment) to provide a (or, in the case of an existing Lender, to increase its) Commitment (each such increase, a “Commitment Increase”), provided that (i) no Lender shall have any obligation hereunder to become an Additional Commitment Lender and any election to do so shall be in the sole discretion of each Lender and (ii) each Additional Commitment Lender shall have entered into an agreement in form and substance reasonably satisfactory to Borrower and the Administrative Agent pursuant and subject to which such Additional Commitment Lender shall provide a Commitment (or, if such Additional Commitment Lender is an existing Lender, pursuant to which its Commitment the requirements set forth in Section 2.12(e) and each shall be increased)recorded in the Register. Notwithstanding the foregoing, no Commitment Increase pursuant The interest rates applicable to this Section 2.21 any Increased Commitments shall be effective unless:the same as the rate then in effect for the existing Revolving Credit Commitments.

Appears in 1 contract

Samples: Senior Revolving Credit Agreement (Adams Respiratory Therapeutics, Inc.)

Increased Commitments. So long as no Unmatured Event of Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the right, at any time after the Closing Date and right from time to time prior to request an increase in the date that is Commitments upon not less than thirty (30) days days’ (or such shorter period as is acceptable to Administrative Agent) prior written notice to the Commitment Termination Date, to increase the aggregate Commitments hereunder up to a maximum aggregate amount equal to the greater of (A) $2,000,000,000 and (B) 5.0% of Consolidated Net Tangible Assets (measured as of the last day of the most recent fiscal period for which internal consolidated financial statements of Borrower and its Subsidiaries are available), by causing one or more Additional Commitment Lenders (which may include any existing Lender, provided that no existing Lender shall be obligated to increase its Commitment) to provide a (or, in the case of an existing Lender, to increase its) Commitment (each such increase, a “Commitment Increase”), Administrative Agent; provided that (i) no Lender shall have any obligation hereunder to become an Additional Commitment Lender and any election to do so increase its Commitment, (ii) each such requested increase in the Commitments shall be in a minimum principal amount of $10,000,000 or any larger integral multiple of $1,000,000, (iii) at no time shall the Commitments exceed the Maximum Facility Amount, (iv) the Administrative Agent shall have consented to such increase and (v) contemporaneously with requesting each such increase, the Borrower shall certify to Administrative Agent in writing that immediately before and immediately after giving effect to such increase, (A) Borrower is in compliance in all material respects with all of the terms, provisions, covenants and conditions contained in this Agreement and the other Transaction Documents and (B) no Unmatured Event of Default or Event of Default shall have occurred and then be continuing; and provided further that (i) any increase in the Commitments which is accomplished by increasing the Commitment of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole discretion and absolute discretion) shall be accomplished as follows: (A) this Agreement will be amended by Borrower, Administrative Agent and those Lender(s) whose Commitment(s) is or are being increased (but without any requirement that the consent of any other Lenders be obtained) to reflect the revised Commitments of each of Lenders pursuant to amendment documents in form and substance satisfactory to Administrative Agent, (B) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (C) the Advances Outstanding will be reallocated on the effective date of such increase among Lenders in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation) and (ii) each Additional Commitment any increase in the Commitments which is accomplished by the addition of a new Lender under this Agreement shall be accomplished as follows: (A) such new Lender shall have entered into an agreement in form be subject to the consent of Administrative Agent, the AmericasActive:18709990.5 Collateral Agent and substance reasonably satisfactory to Borrower and Administrative Agent pursuant to Borrower, which such Additional Commitment Lender consents shall provide a Commitment (or, if such Additional Commitment Lender is an existing Lender, pursuant to which its Commitment shall not be increased). Notwithstanding the foregoing, no Commitment Increase pursuant to this Section 2.21 shall be effective unless:unreasonably withheld or delayed,

Appears in 1 contract

Samples: Loan and Servicing Agreement (Oaktree Strategic Credit Fund)

Increased Commitments. Borrower shall have the right, at any time after the Closing Date and from time to time prior to the date that is thirty (30) days prior to the Commitment Termination Date, to increase the aggregate Commitments hereunder up to a maximum aggregate amount equal to from and after the Trigger Point, the greater of (A) $2,000,000,000 1,500,000,000 and (B) 5.0% of Consolidated Net Tangible Assets (measured as of the last day of the most recent fiscal period for which internal consolidated financial statements of Borrower and its Subsidiaries are available), by causing one or more Additional Commitment Lenders (which may include any existing Lender, provided that no existing Lender shall be obligated to increase its Commitment) to provide a (or, in the case of an existing Lender, to increase its) Commitment (each such increase, a “Commitment Increase”), provided that (i) no Lender shall have any obligation hereunder to become an Additional Commitment Lender and any election to do so shall be in the sole discretion of each Lender and (ii) each Additional Commitment Lender shall have entered into an agreement in form and substance reasonably satisfactory to Borrower and Administrative Agent pursuant to which such Additional Commitment Lender shall provide a Commitment (or, if such Additional Commitment Lender is an existing Lender, pursuant to which its Commitment shall be increased). Notwithstanding the foregoing, no Commitment Increase pursuant to this Section 2.21 shall be effective unless:

Appears in 1 contract

Samples: Revolving Credit Agreement (Cheniere Energy Inc)

Increased Commitments. So long as no Unmatured Event of Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the right, at any time after the Closing Date and right from time to time prior to request an increase in the date that is Commitments upon not less than thirty (30) days days’ (or such shorter period as is acceptable to Administrative Agent) prior written notice to the Commitment Termination Date, to increase the aggregate Commitments hereunder up to a maximum aggregate amount equal to the greater of (A) $2,000,000,000 and (B) 5.0% of Consolidated Net Tangible Assets (measured as of the last day of the most recent fiscal period for which internal consolidated financial statements of Borrower and its Subsidiaries are available), by causing one or more Additional Commitment Lenders (which may include any existing Lender, provided that no existing Lender shall be obligated to increase its Commitment) to provide a (or, in the case of an existing Lender, to increase its) Commitment (each such increase, a “Commitment Increase”), Administrative Agent; provided that (i) no Lender shall have any obligation hereunder to become an Additional Commitment Lender and any election to do so increase its Commitment, (ii) each such requested increase in the Commitments shall be in a minimum principal amount of $10,000,000 or any larger integral multiple of $1,000,000, (iii) at no time shall the Commitments exceed the Maximum Facility Amount, (iv) the Administrative Agent shall have consented to such increase and (v) contemporaneously with requesting each such increase, the Borrower shall certify to Administrative Agent in writing that immediately before and immediately after giving effect to such increase, (A) Borrower is in compliance in all material respects with all of the terms, provisions, covenants and conditions contained in this Agreement and the other Transaction Documents and (B) no Unmatured Event of Default or Event of Default shall have occurred and then be continuing; and provided further that (i) any increase in the Commitments which is accomplished by increasing the Commitment of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole discretion and absolute discretion) shall be accomplished as follows: (A) this Agreement will be amended by Borrower, Administrative Agent and those Lender(s) whose Commitment(s) is or are being increased (but without any requirement that the consent of any other Lenders be obtained) to reflect the revised Commitments of each of Lenders pursuant to amendment documents in form and substance satisfactory to Administrative Agent, (B) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (C) the Advances Outstanding will be reallocated on the effective date of such increase among Lenders AmericasActive:18709990.5 in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation) and (ii) each Additional Commitment any increase in the Commitments which is accomplished by the addition of a new Lender under this Agreement shall be accomplished as follows: (A) such new Lender shall have entered into an agreement be subject to the consent of Administrative Agent, the Collateral Agent and Borrower, which consents shall not be unreasonably withheld or delayed, (B) this Agreement will be amended by Borrower, Administrative Agent and such new Lender (but without any requirement that the consent of any other Lenders be obtained) to reflect the addition of such new Lender as a Lender under this Agreement pursuant to amendment documents or joinder documents (in each case, including, without limitation, reliance letters) in form and substance reasonably satisfactory to Administrative Agent, (C) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (D) the Advances Outstanding will be reallocated on the effective date of such addition of a new Lender in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation). In connection with any increase in the Commitments accomplished pursuant to clauses (i) or (ii) above, the Administrative Agent pursuant shall have the right (in consultation with the Borrower) to which award titles, including “Joint Lead Arranger,” “Arranger,” “Participant” or such Additional Commitment other titles as may be determined by the Administrative Agent, to one or more other Lenders; provided that, upon awarding such title, the Administrative Agent will deliver an updated cover page to the Borrower and each Lender reflecting the revised titles of the parties. In connection with any increase in Commitments, the Borrower shall provide a Commitment (ordeliver certifications, if such Additional Commitment Lender is an existing Lenderreaffirmations, pursuant to which its Commitment shall be increased). Notwithstanding opinions and other documents reasonably requested by the foregoing, no Commitment Increase pursuant to this Section 2.21 shall be effective unless:Administrative Agent.

Appears in 1 contract

Samples: Loan and Servicing Agreement (Oaktree Strategic Credit Fund)

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Increased Commitments. So long as no Unmatured Event of Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the right, at any time after the Closing Date and right from time to time prior to request an increase in the date that is Commitments upon not less than thirty (30) days days’ (or such shorter period as is acceptable to Administrative Agent) prior written notice to the Commitment Termination Date, to increase the aggregate Commitments hereunder up to a maximum aggregate amount equal to the greater of (A) $2,000,000,000 and (B) 5.0% of Consolidated Net Tangible Assets (measured as of the last day of the most recent fiscal period for which internal consolidated financial statements of Borrower and its Subsidiaries are available), by causing one or more Additional Commitment Lenders (which may include any existing Lender, provided that no existing Lender shall be obligated to increase its Commitment) to provide a (or, in the case of an existing Lender, to increase its) Commitment (each such increase, a “Commitment Increase”), Administrative Agent; provided that (i) no Lender shall have any obligation hereunder to become an Additional Commitment Lender and any election to do so increase its Commitment, (ii) each such requested increase in the Commitments shall be in a minimum principal amount of $10,000,000 or any larger integral multiple of $1,000,000, (iii) at no time shall the Commitments exceed the Maximum Facility Amount, (iv) the Administrative Agent shall have consented to such increase and (v) contemporaneously with requesting each such increase, the Borrower shall certify to Administrative Agent in writing that immediately before and immediately after giving effect to such increase, (A) Borrower is in compliance in all material respects with all of the terms, provisions, covenants and conditions contained in this Agreement and the other Transaction Documents and (B) no Unmatured Event of Default or Event of Default shall have occurred and then be continuing; and provided further that (i) any increase in the Commitments which is accomplished by increasing the Commitment of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole discretion and absolute discretion) shall be accomplished as follows: (A) this Agreement will be amended by Borrower, Administrative Agent and those Lender(s) whose Commitment(s) is or are being increased (but without any requirement that the consent of any other Lenders be obtained) to reflect the revised Commitments of each of Lenders pursuant to amendment documents in form and substance satisfactory to Administrative Agent, (B) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (C) the Advances Outstanding will be reallocated on the effective date of such increase among Lenders in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation) and (ii) each Additional Commitment any increase in the Commitments which is accomplished by the addition of a new Lender under this Agreement shall be accomplished as follows: (A) such new Lender shall have entered into an agreement be subject to the consent of Administrative Agent, the Collateral Agent and Borrower, which consents shall not be unreasonably withheld or delayed, (B) this Agreement will be amended by Borrower, Administrative Agent and such new Lender (but without any requirement that the consent of any other Lenders be obtained) to reflect the addition of such new Lender as a Lender under this Agreement pursuant to amendment documents or joinder documents (in each case, including, without limitation, reliance letters) in form and substance reasonably satisfactory to Administrative Agent, (C) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (D) the Advances Outstanding will be reallocated on the effective date of such addition of a new Lender in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation). In connection with any increase in the Commitments accomplished pursuant to clauses (i) or (ii) above, the Administrative Agent pursuant shall have the right (in consultation with the Borrower) to which award titles, including “Joint Lead Arranger,” “Arranger,” “Participant” or such Additional Commitment other titles as may be determined by the Administrative Agent, to one or more other Lenders; provided that, upon awarding such title, the Administrative Agent will deliver an updated cover page to the Borrower and each Lender reflecting the revised titles of the parties. In connection with any increase in Commitments, the Borrower shall provide a Commitment (ordeliver certifications, if such Additional Commitment Lender is an existing Lenderreaffirmations, pursuant to which its Commitment shall be increased). Notwithstanding opinions and other documents reasonably requested by the foregoing, no Commitment Increase pursuant to this Section 2.21 shall be effective unless:Administrative Agent.

Appears in 1 contract

Samples: Loan and Servicing Agreement (Oaktree Strategic Credit Fund)

Increased Commitments. Borrower shall have the right, at any time after (a) After the Closing Date and from time subject to time any Revolving Commitment reductions provided for in this Agreement, Borrowers may by written notice to Administrative Agent elect to request prior to the date that is thirty (30) days prior Revolving Commitment Termination Date an increase to the Commitment Termination Dateexisting Revolving Commitments (such increase, to the “Additional Revolving Commitments”), in an amount per increase of at least five million Dollars ($5,000,000) and no more than thirty five million Dollars ($35,000,000) in the aggregate Commitments hereunder up to a maximum aggregate amount equal to the greater of aggregate. Each such notice shall specify (A) $2,000,000,000 the date (each, an “Increased Amount Date”) on which Borrowers propose that the Additional Revolving Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Lenders and (B) 5.0% of Consolidated Net Tangible Assets (measured as of the last day of the most recent fiscal period for which internal consolidated financial statements of Borrower and its Subsidiaries are availablesubject to Section 2.21(b), by causing one or more Additional Commitment Lenders (which may include any existing Lender, provided that no existing Lender shall be obligated to increase its Commitment) to provide a (or, in the case of an existing Lender, to increase its) Commitment (each such increase, a “Commitment Increase”), provided that (i) no Lender shall have any obligation hereunder to become an Additional Commitment Lender and any election to do so shall be in the sole discretion identity of each Lender and or other Person that is an Eligible Additional Lender (iieach, an “Additional Lender”, as applicable) each Additional Commitment Lender shall have entered into an agreement in form and substance reasonably satisfactory to Borrower and Administrative Agent pursuant to which whom Borrowers propose any portion of such Additional Commitment Revolving Commitments, as applicable, be allocated and the amounts of such allocations (and whether any such Additional Lender shall provide a Commitment (oror its Affiliates will become an Issuing Bank and, if so, the amount of each such Additional Commitment Lender’s or its Affiliates’ Lender is an Sublimit); provided that any existing LenderLender approached to provide all or a portion of the Additional Revolving Commitments, pursuant as applicable, may elect or decline, in its sole discretion, to which its Commitment shall be increased). Notwithstanding the foregoing, no Commitment Increase pursuant to this Section 2.21 shall be effective unless:provide such commitment.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Pattern Energy Group Inc.)

Increased Commitments. So long as no Unmatured Event of Default or Event of Default shall have occurred and then be continuing, Borrower shall have the right, at any time after the Closing Date and right from time to time prior to request an increase in the date that is Commitments upon not less than thirty (30) days days’ (or such shorter period as is acceptable to Administrative Agent) prior written notice to the Commitment Termination Date, to increase the aggregate Commitments hereunder up to a maximum aggregate amount equal to the greater of (A) $2,000,000,000 and (B) 5.0% of Consolidated Net Tangible Assets (measured as of the last day of the most recent fiscal period for which internal consolidated financial statements of Borrower and its Subsidiaries are available), by causing one or more Additional Commitment Lenders (which may include any existing Lender, provided that no existing Lender shall be obligated to increase its Commitment) to provide a (or, in the case of an existing Lender, to increase its) Commitment (each such increase, a “Commitment Increase”), Administrative Agent; provided that (i) no Lender shall have any obligation hereunder to become an Additional Commitment Lender and any election to do so increase its Commitment, (ii) each such requested increase in the Commitments shall be in a minimum principal amount of $15,000,000 or any larger integral multiple of $1,000,000, (iii) at no time shall the Commitments exceed the Maximum Facility Amount, and (iv) contemporaneously with requesting each such increase, Borrower shall certify to Administrative Agent in writing that such proposed increase has been authorized by proper corporate proceedings and immediately before and immediately after giving effect to such increase, (A) Borrower is in compliance in all material respects with all of the terms, provisions, covenants and conditions contained in this Agreement and the other Transaction Documents and (B) no Unmatured Event of Default or Event of Default shall have occurred and then be continuing; and provided further that (i) any increase in the Commitments which is accomplished by increasing the Commitment of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole discretion and absolute discretion) shall be accomplished as follows: (A) this Agreement will be amended by Borrower, Administrative Agent and those Lender(s) whose Commitment(s) is or are being increased (but without any requirement that the consent of any other Lenders be obtained) to reflect the revised Commitments of each of Lenders pursuant to amendment documents in form and substance satisfactory to Administrative Agent, (B) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (C) the Advances Outstanding will be reallocated on the effective date of such increase among Lenders in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation) and (ii) each Additional Commitment any increase in the Commitments which is accomplished by the addition of a new Lender under this Agreement shall be accomplished as follows: (A) such new Lender shall have entered into an agreement be subject to the consent of Administrative Agent, the Collateral Agent and Borrower, which consents shall not be unreasonably withheld or delayed, (B) this Agreement will be amended by Borrower, Administrative Agent and such new Lender (but without any requirement that the consent of any other Lenders be obtained) to reflect the addition of such new Lender as a Lender under this Agreement pursuant to amendment documents or joinder documents (in each case, including, without limitation, reliance letters) in form and substance reasonably satisfactory to Administrative Agent, (C) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (D) the Advances Outstanding will be reallocated on the effective date of such addition of a new Lender in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation). In connection with any increase in the Commitments accomplished pursuant to clauses (i) or (ii) above, the Administrative Agent pursuant shall have the right (in consultation with the Borrower) to which award titles, including “Joint Lead Arranger,” “Arranger,” “Participant” or such Additional Commitment other titles as may be determined by the Administrative Agent, to one or more other Lenders; provided that, upon awarding such title, the Administrative Agent will deliver an updated cover page to the Borrower and each Lender shall provide a Commitment (or, if such Additional Commitment Lender is an existing Lender, pursuant to which its Commitment shall be increased). Notwithstanding reflecting the foregoing, no Commitment Increase pursuant to this Section 2.21 shall be effective unless:revised titles of the parties.

Appears in 1 contract

Samples: Loan and Servicing Agreement (Onex Direct Lending BDC Fund)

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