Incremental Request. Each Incremental Request from the Borrower pursuant to this Section 2.14 shall set forth the requested amount, the Approved Currency and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Loan Commitments. Incremental Term Loans may be made, and Incremental Revolving Loan Commitments may be provided, by any existing Lender (but each existing Lender will not have an obligation to make any Incremental Commitment, nor will the Borrower have any obligation to approach any existing lenders to provide any Incremental Commitment) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”) (each such existing Lender or Additional Lender providing such, an “Incremental Revolving Credit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making of such Incremental Term Loans to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Term Loans to such Lender or Additional Lender, (ii) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s provision of such Incremental Revolving Loan Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Lender or Additional Lender and (iii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Initial Term Loans.
Appears in 8 contracts
Samples: Credit Agreement (Avantor, Inc.), Credit Agreement (Avantor, Inc.), Credit Agreement (Avantor, Inc.)
Incremental Request. Each Incremental Request from the Borrower pursuant to this Section 2.14 shall set forth the requested amount, the Approved Currency amount and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Loan Commitments. Incremental Term Loans may be made, and Incremental Revolving Loan Commitments may be provided, by any existing Lender (but each no existing Lender will not have an obligation to make any Incremental Commitment, nor will the Borrower have any obligation to approach any existing lenders Lenders to provide request any Incremental Commitment) or by any other bank Person that is not (w) a Disqualified Lender, (x) a Defaulting Lender, (y) a natural Person or other financial institution (z) the Borrower or any of its Subsidiaries (any such other bank or other financial institution Person being called an “Additional Lender”) (each such existing Lender or Additional Lender providing such, an “Incremental Revolving Credit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making of such Incremental Term Loans to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Term Loans to such Lender or Additional Lender, (ii) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s provision of making such Incremental Term Loans or providing such Incremental Revolving Loan Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Loans or Revolving Credit Commitments Commitments, as applicable, to such Lender or Additional Lender and (iii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Initial Term LoansLender.
Appears in 3 contracts
Samples: Credit Agreement (Blucora, Inc.), Credit Agreement (Blucora, Inc.), Credit Agreement (Blucora, Inc.)
Incremental Request. Each Incremental Request from the Lead Borrower pursuant to this Section 2.14 shall set forth the requested amount, the Approved Currency amount and proposed terms of the relevant Incremental Term Loans, Revolving Commitment Increases, Additional Revolving Commitments, Other Term Loans or Incremental Revolving Loan CommitmentsOther Notes. Incremental Term Loans, Other Term Loans and extensions of credit in respect of Other Notes may be made, and Incremental Revolving Loan Commitments Commitment Increases and Additional Revolving Commitments, may be provided, by any existing Lender (but each existing Lender will not have an obligation to make any Incremental Commitment or Other Commitment, or to extend credit in respect of any Other Term Loans or Other Notes, nor will the Lead Borrower have any obligation to approach any existing lenders to provide any Incremental other Commitment, or to extend credit in respect of any Other Term Loans or Other Notes) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”) (each such existing Lender or Additional Lender providing such, an “Incremental Revolving Credit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld, conditioned conditioned, denied or delayed) to such Lender’s or Additional Lender’s making of such Incremental Term Loans to the extent or providing such consent, if any, would be required under Section 10.07(b) for an assignment of Term Loans to such Lender Revolving Commitment Increases or Additional Lender, (ii) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s provision of such Incremental Revolving Loan Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Loans or Revolving Credit Commitments Commitments, as applicable, to such Lender or Additional Lender and (iiiii) with respect to Incremental Term Commitments, any Sponsor-Controlled Affiliated Lender providing an Incremental Term Commitment shall (x) be subject to a requirement that such Incremental Term Commitments have been provided on arms-length terms and (y) be subject to the same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with respect to any purchase by or assignment to such Sponsor-Controlled Affiliated Lender of Initial Term Loans.
Appears in 3 contracts
Samples: Credit Agreement (Redwire Corp), Credit Agreement (Redwire Corp), Credit Agreement (Redwire Corp)
Incremental Request. Each Incremental Request from the Borrower pursuant to this Section 2.14 shall set forth the requested amount, the Approved Currency amount and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Loan Commitments. Incremental Term Loans may be made, and Incremental Revolving Loan Commitments may be provided, by any existing Lender (but each existing Lender will not have an obligation to make any Incremental Commitment, nor will the Borrower have any obligation to approach any existing lenders Lenders to provide request any Incremental Commitment) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”) (each such existing Lender or Additional Lender providing such, an “Incremental Revolving Credit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making of such Incremental Term Loans to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Term Loans to such Lender or Additional Lender, (ii) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s provision of making such Incremental Term Loans or providing such Incremental Revolving Loan Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Loans or Revolving Credit Commitments Commitments, as applicable, to such Lender or Additional Lender and (iiiii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Initial Term Loans.
Appears in 3 contracts
Samples: Credit Agreement (Signify Health, Inc.), Credit Agreement (Signify Health, Inc.), Credit Agreement (Signify Health, Inc.)
Incremental Request. Each Incremental Request from the Borrower pursuant to this Section 2.14 shall set forth the requested amount, the Approved Currency amount and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Loan Credit Commitments. Incremental Term Loans may be made, and Incremental Revolving Loan Credit Commitments may be provided, by any existing Lender (but each existing Lender will not have an obligation to make any Incremental Commitment, nor will the Borrower have any obligation to approach any existing lenders Lenders to provide any Incremental Commitment) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”) (each such existing Lender or Additional Lender providing such, an “Incremental Revolving Credit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheldand, conditioned or delayed) to such Lender’s or Additional Lender’s making in the case of such Incremental Term Loans to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Term Loans to such Lender or Additional Lender, (ii) the Administrative AgentRevolving Credit Commitments, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s provision of making such Incremental Term Loans or providing such Incremental Revolving Loan Commitments Credit Commitment to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Loans or Revolving Credit Commitments Commitments, as applicable, to such Lender or Additional Lender and Lender, (iiiii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Initial Term LoansLoans and (iii) Affiliated Lenders may not provide Incremental Revolving Credit Commitments.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Jason Industries, Inc.), First Lien Credit Agreement (Jason Industries, Inc.)
Incremental Request. Each Incremental Request from the Borrower pursuant to this Section 2.14 shall set forth the requested amount, the Approved Currency amount and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Loan Credit Commitments. Incremental Term Loans may be made, and Incremental Revolving Loan Credit Commitments may be provided, by any existing Lender (but each existing Lender will not have an obligation to make any Incremental Commitment, nor will the Borrower have any obligation to approach any existing lenders Lenders to provide any Incremental Commitment) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”) (each such existing Lender or Additional Lender providing such, an “Incremental Revolving Credit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (ix) the Required Lenders (in their sole discretion) and (y) the Administrative Agent shall have consented (not to be unreasonably withheldand, conditioned or delayed) to such Lender’s or Additional Lender’s making in the case of such Incremental Term Loans to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Term Loans to such Lender or Additional Lender, (ii) the Administrative AgentRevolving Credit Commitments, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld, conditioned or delayeddelayed in the case of clause (y)) to such Lender’s or Additional Lender’s provision of making such Incremental Term Loans or providing such Incremental Revolving Loan Commitments Credit Commitment to the extent such consent, in the case of clause (y), if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Loans or Revolving Credit Commitments Commitments, as applicable, to such Lender or Additional Lender and (iii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Initial Term LoansLender.
Appears in 1 contract
Incremental Request. Each Incremental Request from the a Borrower pursuant to this Section 2.14 shall set forth the requested amount, the Approved Currency amount and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Loan Commitments. Incremental Term Loans may be made, and Incremental Revolving Loan Commitments may be provided, by any existing Lender (but each existing Lender will not have an obligation to make any Incremental Commitment, nor will the applicable Borrower have any obligation to approach any existing lenders Lenders to provide request any Incremental Commitment) or by any other bank Person that is not (w) a Disqualified Lender, (x) any Person that is a Defaulting Lender, (y) a natural Person or other financial institution (z) Parent, the Holding Companies, the Borrowers or any of their respective Subsidiaries (any such other bank or other financial institution Person being called an “Additional Lender”) (each such existing Lender or Additional Lender providing such, an “Incremental Revolving Credit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent Agent, each L/C Issuer and the Swing Line Lender shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making of such Incremental Term Loans to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Term Loans to such Lender or Additional Lender, (ii) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s provision of providing such Incremental Revolving Loan Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Loans or Revolving Credit Commitments Commitments, as applicable, to such Lender or Additional Lender and (iii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Initial Term LoansLender.
Appears in 1 contract
Samples: Credit Agreement (Blucora, Inc.)
Incremental Request. Each Incremental Request from the Borrower pursuant to this Section 2.14 shall set forth the requested amount, the Approved Currency amount and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Loan Commitments. Incremental Term Loans may be made, and Incremental Revolving Loan Commitments may be provided, by any existing Lender (but each existing Lender will not have an obligation to make any Incremental Commitment, nor will the Borrower have any obligation to approach any existing lenders Lenders to provide request any Incremental Commitment) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”) (each such existing Lender or Additional Lender providing such, an “Incremental Revolving Credit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making of such Incremental Term Loans to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Term Loans to such Lender or Additional Lender, (ii) the Administrative Agent, each the Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s provision of making such Incremental Term Loans or providing such Incremental Revolving Loan Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Loans or Revolving Credit Commitments Commitments, as applicable, to such Lender or Additional Lender and (iii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Initial Term Loans.
Appears in 1 contract
Incremental Request. Each Incremental Request from the applicable Borrower pursuant to this Section 2.14 shall set forth the requested amount, the Approved Currency amount and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Loan Credit Commitments. Incremental Term Loans may be made, and Incremental Revolving Loan Credit Commitments may be provided, by any existing Lender (but each no existing Lender will not have an obligation to make any Incremental Commitment, nor will the applicable Borrower have any obligation to approach any existing lenders Lenders to provide request any Incremental Commitment) or by any other bank Person that is not (w) a Disqualified Lender, (x) a Defaulting Lender, (y) a natural Person or other financial institution (z) the applicable Borrower or any of its Subsidiaries (any such other bank or other financial institution Person being called an “Additional Lender”) (each such existing Lender or Additional Lender providing such, an “Incremental Revolving Credit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making of such Incremental Term Loans to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Term Loans to such Lender or Additional Lender, (ii) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s provision of making such Incremental Term Loans or providing such Incremental Revolving Loan Credit Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Loans or Revolving Credit Commitments Commitments, as applicable, to such Lender or Additional Lender and (iii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Initial Term LoansLender.
Appears in 1 contract
Incremental Request. Each Incremental Request from the Borrower pursuant to this Section 2.14 shall set forth the requested amount, the Approved Currency amount and proposed terms of the relevant Incremental Term Loans Commitments or Incremental Revolving Loan Commitments. Each existing Lender will be offered the opportunity to participate in any Incremental Commitments (which offer shall be open to each existing Lender for at least ten Business Days from such Lender's receipt of all essential business terms and all customary documentation and information, in each case, reasonably requested by such Lender in order to complete such Lender's internal credit approval process, within 5 Business Days after the Borrower's initial submission of such Incremental Request after which time the Borrower shall be under no obligation to include any existing Lender under such Incremental Commitment) but no existing Lender will have any obligation to make any Incremental Commitment. Incremental Term Loans may be made, and Incremental Revolving Loan Commitments may be provided, by any existing Lender (but each existing Lender will not have an obligation to make any Incremental Commitment, nor will the Borrower have any obligation to approach any existing lenders to provide any Incremental Commitment) or by any other bank or other financial institution Person that would constitute an Eligible Assignee (any such other bank or other financial institution Person being called an “Additional Lender”) (each such existing Lender or Additional Lender providing such, an “Incremental Revolving Credit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making of such Incremental Term Loans to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Term Loans to such Lender or Additional Lender, (ii) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s provision of such Incremental Revolving Loan Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Lender or Additional Lender and (iii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Initial Term Loans.
Appears in 1 contract
Samples: Credit Facility Agreement
Incremental Request. Each Incremental Request from the Borrower pursuant to this Section 2.14 2.23 shall set forth the requested amount, the Approved Currency amount and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Loan CommitmentsOther Term Loans. Incremental Term Loans and Other Term Loans may be made, and Incremental Revolving Loan Commitments may be provided, made by any existing Lender (but each existing Lender will not have an obligation to make any Incremental Commitment or Other Commitment, or to extend credit in respect of any Other Term Loans, nor will the Borrower have any obligation to approach any existing lenders to provide any Incremental Commitment or Other Commitment, or to extend credit in respect of any Other Term Loans) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”) (each such existing Lender or Additional Lender providing suchsuch Incremental Term Loans and Other Term Loans, an “Incremental Revolving Credit Term Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making of such Incremental Term Loans to the extent such consent, if any, would be required under Section 10.07(b) 11.4 for an assignment of Term Loans to such Lender or Additional Lender, (ii) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s provision of such Incremental Revolving Loan Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Lender or Additional Lender and (iiiii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(k11.4(i) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Initial Term Loans.
Appears in 1 contract
Incremental Request. Each Incremental Request from the Borrower pursuant to this Section 2.14 2.23 shall set forth the requested amount, the Approved Currency amount and proposed terms of the relevant Incremental Term Loans or Loans, Incremental Revolving Loan CommitmentsCommitments or Other Term Loans. Incremental Term Loans and Other Term Loans may be made, and Incremental Revolving Loan Commitments may be provided, by any existing Lender (but each existing Lender will not have an obligation to make any Incremental Commitment or Other Commitment, or to extend credit in respect of any Other Term Loans, nor will the Borrower have any obligation to approach any existing lenders to provide any Incremental Commitment or Other Commitment, or to extend credit in respect of any Other Term Loans) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”) (each such existing Lender or Additional Lender providing suchsuch Incremental Term Loans, Other Term Loans and Incremental Revolving Commitments, an “Incremental Revolving Credit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent and each Issuing Bank shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making of such Incremental Term Loans or providing such Revolving Commitment Increases to the extent such consent, if any, would be required under Section 10.07(b) 11.4 for an assignment of Term Loans to such Lender or Additional Lender, (ii) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s provision of such Incremental Revolving Loan Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Loans or Revolving Credit Commitments Commitments, as applicable, to such Lender or Additional Lender and (iiiii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(k11.4(i) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Initial Term B Loans.
Appears in 1 contract
Incremental Request. Each Incremental Request from the Lead Borrower pursuant to this Section 2.14 shall set forth the requested amount, the Approved Currency amount and proposed terms of the relevant Incremental Term Loans, Revolving Commitment Increases, Additional Revolving Commitments, Other Term Loans or Incremental Revolving Loan CommitmentsOther Notes. Incremental Term Loans, Other Term Loans and extensions of credit in respect of Other Notes may be made, and Incremental Revolving Loan Commitments Commitment Increases and Additional Revolving Commitments, may be provided, by any existing Lender (but each existing Lender will not have an obligation to make any Incremental Commitment or Other Commitment, or to extend credit in respect of any Other Term Loans or Other Notes, nor will the Lead Borrower have any obligation to approach any existing lenders to provide any Incremental other Commitment, or to extend credit in respect of any Other Term Loans or Other Notes) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”) (each such existing Lender or Additional Lender providing such, an “Incremental Revolving Credit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld, conditioned conditioned, denied or delayed) to such Lender’s or Additional Lender’s making of such Incremental Term Loans to the extent or providing such consent, if any, would be required under Section 10.07(b) for an assignment of Term Loans to such Lender Revolving Commitment Increases or Additional Lender, (ii) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s provision of such Incremental Revolving Loan Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Loans or Revolving Credit Commitments Commitments, as applicable, to such Lender or Additional Lender and (iiiii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Initial Term Loans.107
Appears in 1 contract
Samples: Credit Agreement (Redwire Corp)
Incremental Request. Each Incremental Request from the Borrower pursuant to this Section 2.14 shall set forth the requested amount, the Approved Currency amount and proposed terms of the relevant Incremental Term Loans Commitments or Incremental Revolving Loan Commitments. Each existing Lender will be offered the opportunity to participate in any Incremental Commitments (which offer shall be open to each existing Lender for at least ten Business Days from the date such Lender's acknowledges to the borrower receipt of such offer and allall essential business terms and all customary documentation and information required, in each case, reasonably requested by such Lender in order to complete such Lender's internal credit approval process, within 5 Business Days after the Borrower's initial submission of such Incremental Request after which time the Borrower shall be under no obligation to include any existing Lender under such Incremental Commitment) but no existing Lender will have any obligation to make any Incremental Commitment. Incremental Term Loans may be made, and Incremental Revolving Loan Commitments may be provided, by any existing Lender (but each existing Lender will not have an obligation to make any Incremental Commitment, nor will the Borrower have any obligation to approach any existing lenders to provide any Incremental Commitment) or by any other bank or other financial institution Person that would constitute an Eligible Assignee (any such other bank or other financial institution Person being called an “Additional Lender”) (each such existing Lender or Additional Lender providing such, an “Incremental Revolving Credit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making of such Incremental Term Loans to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Term Loans to such Lender or Additional Lender, (ii) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s provision of such Incremental Revolving Loan Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Lender or Additional Lender and (iii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Initial Term Loans.
Appears in 1 contract
Samples: Credit Facility Agreement
Incremental Request. Each Incremental Request from the Borrower pursuant to this Section 2.14 shall set forth the requested amount, the Approved Currency amount and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Loan Credit Commitments. Incremental Term Loans may be made, and Incremental Revolving Loan Credit Commitments may be provided, by any existing Lender (but each existing Lender will not have an obligation to make any Incremental Commitment, nor will the Borrower have any obligation to approach any existing lenders Lenders to provide any Incremental Commitment) or by any other bank or other financial institution (any such other bank or other financial institution being called an AMERICAS 94626185 “Additional Lender”) (each such existing Lender or Additional Lender providing such, an “Incremental Revolving Credit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheldand, conditioned or delayed) to such Lender’s or Additional Lender’s making in the case of such Incremental Term Loans to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Term Loans to such Lender or Additional Lender, (ii) the Administrative AgentRevolving Credit Commitments, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s provision of making such Incremental Term Loans or providing such Incremental Revolving Loan Commitments Credit Commitment to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Loans or Revolving Credit Commitments Commitments, as applicable, to such Lender or Additional Lender and Lender, (iiiii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Initial Term LoansLoans and (iii) Affiliated Lenders may not provide Incremental Revolving Credit Commitments.
Appears in 1 contract
Samples: First Lien Credit Agreement (Jason Industries, Inc.)
Incremental Request. Each Incremental Request from the Borrower pursuant to this Section 2.14 2.23 shall set forth the requested amount, the Approved Currency amount and proposed terms of the relevant Incremental Term Loans or Loans, Incremental Revolving Loan CommitmentsCommitments or Other Term Loans. Incremental Term Loans and Other Term Loans may be made, and Incremental Revolving Loan Commitments may be provided, by any existing Lender (but each existing Lender will not have an obligation to make any Incremental Commitment or Other Commitment, or to extend credit in respect of any Other Term Loans, nor will the Borrower have any obligation to approach any existing lenders to provide any Incremental Commitment or Other Commitment, or to extend credit in respect of any Other Term Loans) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”) (each such existing Lender or Additional Lender providing suchsuch Incremental Term Loans, Other Term Loans and Incremental Revolving Commitments, an “Incremental Revolving Credit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent Agent, each Swingline Lender and each Issuing Bank shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making of such Incremental Term Loans or providing such Revolving Commitment Increases to the extent such consent, if any, would be required under Section 10.07(b) 11.4 for an assignment of Term Loans to such Lender or Additional Lender, (ii) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s provision of such Incremental Revolving Loan Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Loans or Revolving Credit Commitments Commitments, as applicable, to such Lender or Additional Lender and (iiiii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(k11.4(i) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Initial Term Loans.
Appears in 1 contract
Incremental Request. Each Incremental Request from the Lead Borrower pursuant to this Section 2.14 shall set forth the requested amount, the Approved Currency amount and proposed terms of the relevant Incremental Term Loans, Revolving Commitment Increases, Additional Revolving Commitments, Other Term Loans or Incremental Revolving Loan CommitmentsOther Notes. Incremental Term Loans, Other Term Loans and extensions of credit in respect of Other Notes may be made, and Incremental Revolving Loan Commitments Commitment Increases and Additional Revolving Commitments, may be provided, by any existing Lender (but each existing Lender will not have an obligation to make any Incremental Commitment or Other Commitment, or to extend credit in respect of any Other Term Loans or Other Notes, nor will the Lead Borrower have any obligation to approach any existing lenders to provide any Incremental other Commitment, or to extend credit in respect of any Other Term Loans or Other Notes) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”) (each such existing Lender or Additional Lender providing such, an “Incremental Revolving Credit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld, conditioned conditioned, denied or delayed) to such Lender’s or Additional Lender’s making of such Incremental Term Loans to the extent or providing such consent, if any, would be required under Section 10.07(b) for an assignment of Term Loans to such Lender Revolving Commitment Increases or Additional Lender, (ii) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s provision of such Incremental Revolving Loan Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Loans or Revolving Credit Commitments Commitments, as applicable, to such Lender or Additional Lender and (iiiii) with respect to Incremental Term Commitments, any Sponsor-Controlled Affiliated Lender providing an Incremental Term Commitment shall (x) be subject to a requirement that such Incremental Term Commitments have been provided on arms-length terms and (y) be subject to the same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with respect to any purchase by or assignment to such Sponsor- Controlled Affiliated Lender of Initial Term Loans.
Appears in 1 contract
Samples: Credit Agreement (Redwire Corp)
Incremental Request. Each Incremental Request from the Borrower pursuant to this Section Section 2.14 shall set forth the requested amount, the Approved Currency amount and proposed terms of the relevant Incremental Term Loans, Incremental Revolving Credit Commitments, Other Term Loans or Incremental Revolving Loan CommitmentsOther Notes. Incremental Term Loans, Other Term Loans and extensions of credit in respect of Other Notes may be made, and Incremental Revolving Loan Credit Commitments may be provided, by any existing Lender (but each existing Lender will not have an obligation to make any Incremental Commitment or Other Commitment, or to extend credit in respect of any Other Term Loans or Other Notes, nor will the Borrower have any obligation to approach any existing lenders Lenders to provide any Incremental Commitment or Other Commitment, or to extend credit in respect of any Other Term Loans or Other Notes) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”) (each such existing Lender or Additional Lender providing suchsuch Incremental Term Loans, Other Term Loans, Other Notes and Incremental Revolving Credit Commitments, an “Incremental Revolving Credit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making of such Incremental Term Loans to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Term Loans to such Lender or Additional Lender, (ii) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s provision of making such Incremental Term Loans or providing such Incremental Revolving Loan Credit Commitments to the extent such consent, if any, would be required under Section Section 10.07(b) for an assignment of Revolving Credit Loans or Revolving Credit Commitments Commitments, as applicable, to such Lender or Additional Lender and (iii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(k) as they would otherwise be subject to with Lender. With respect to any purchase Incremental Term Commitments or any Incremental Revolving Credit Commitments, if the existing Lenders are unwilling to increase their applicable commitments by an amount equal to the requested increase, the Administrative Agent, at the request of and with the consent of the Borrower, will use its commercially reasonable efforts to obtain one or assignment more financial institutions which are not then lenders (which financial institutions may be suggested by the Borrower), to become party to the Loan Documents and to provide a commitment to the extent necessary to satisfy the Borrower’s requested increase in the Term Loans or the Revolving Credit Facility, as applicable; provided, however, (i) compensation for any such Affiliated Lender of Initial Term Loansassistance by the Administrative Agent shall be mutually agreed by the Administrative Agent and Borrower and (ii) the Administrative Agent shall have no obligation to provide any such Incremental Commitment.
Appears in 1 contract
Samples: Credit Agreement (OTG EXP, Inc.)