Optional Increase of Commitments. At any time following the Closing Date, the Company shall have the right, from time to time and upon not less than fifteen (15) Business Days (or such shorter period of time as agreed to by the Administrative Agent in its sole discretion) prior written notice to the Administrative Agent (which notice shall not obligate the Company to increase the Aggregate Commitment) to increase the Aggregate Commitment (each such increase, a “Facility Increase”); provided that: (a) no Default or Event of Default shall have occurred and be continuing or would result from any such requested Facility Increase or borrowings thereunder; (b) all representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Facility Increase and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (c) each Facility Increase shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (d) the aggregate amount of all Facility Increases made pursuant to this Section 2.7 shall not exceed $25,000,000; (e) Facility Increases shall not increase or otherwise affect the Letter of Credit Limit or the Swingline Limit; (f) the Commitment of any Lender shall not be increased without the approval of such Lender; (g) in connection with each proposed Facility Increase, the Company shall first provide all then existing Lenders with an opportunity to commit to such Facility Increase on a ratable basis (provided that no Lender shall have an obligation to commit to all or a portion of the proposed Facility Increase) and, if, within ten (10) Business Days after the Company has delivered notice thereof to such existing Lenders, sufficient commitments cannot be obtained from such existing Lenders (it being agreed that any Lender that does not deliver a notice of such Lender’s intention to commit to such Facility Increase within such period shall be deemed to have declined to commit to such Facility Increase), then the Company may seek commitments from other Eligible Assignees that are reasonably acceptable to both the Administrative Agent and the Company or from existing Lenders in an amount in excess of such Lender’s ratable share of such Facility Increase; (h) in the event that any existing Lender or any new lender commits to such requested Facility Increase, (i) any new lender will execute an accession agreement to this Agreement, (ii) the Commitment of any existing Lender that has committed to provide any of the requested increase shall be increased, (iii) the Pro Rata Shares of the Lenders shall be adjusted, (iv) the Borrowers shall make such borrowings and repayments as shall be necessary to affect the reallocation of the Commitments (and the Borrowers shall pay any amounts due under Section 4.6 in connection therewith), and (v) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or make new commitments in response to the Company’s request for an increase pursuant to this Section 2.7 and which other changes do not adversely affect the rights of those Lenders not participating in the increase other than a change in the Lenders’ Pro Rata Shares to reflect the Facility Increase; (i) if the Aggregate Commitment is increased in accordance with this Section 2.7, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such Facility Increase and the Administrative Agent shall promptly notify the Administrative Borrower and the Lenders of the final allocation of such Facility Increase and Increase Effective Date; (j) the Administrative Agent and the Lenders shall have received any fees and expenses payable by the Loan Parties in respect of such Facility Increase; and (k) each Facility Increase shall be subject to all of the terms and conditions of this Agreement, and shall be secured by the Collateral and guaranteed by Guarantors pursuant to the terms hereof.
Appears in 2 contracts
Samples: Loan and Security Agreement (ADS Tactical, Inc.), Loan and Security Agreement (ADS Tactical, Inc.)
Optional Increase of Commitments. At any time following the Closing Date, the Company Administrative Borrower shall have the right, from time to time and upon not less than fifteen (15) Business Days (or such shorter period of time as agreed to by the Administrative Agent in its sole discretion) prior written notice to the Administrative Agent (which notice shall not obligate the Company Borrowers to increase the Aggregate Commitment) to increase the Aggregate Commitment (each such increase, a “Facility Increase”); provided that:
(a) no Default or Event of Default shall have occurred and be continuing or would result from any such requested Facility Increase or borrowings thereunder;
(b) all representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Facility Increase and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;
(c) each Facility Increase shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $1,000,000 in excess thereof;
(d) the aggregate amount of all Facility Increases made pursuant to this Section 2.7 shall not exceed $25,000,00050,000,000;
(e) Facility Increases shall not increase or otherwise affect the Letter of Credit Limit or the Swingline Limit;
(f) the Commitment of any Lender shall not be increased without the approval of such Lender;
(g) in connection with each proposed Facility Increase, the Company Borrowers shall first provide all then existing Lenders with an opportunity to commit to such Facility Increase on a ratable basis (provided that no Lender shall have an obligation to commit to all or a portion of the proposed Facility Increase) and, if, within ten (10) Business Days after the Company Administrative Borrower has delivered notice thereof to such existing Lenders, sufficient commitments cannot be obtained from such existing Lenders (it being agreed that any Lender that does not deliver a notice of such Lender’s intention to commit to such Facility Increase within such period shall be deemed to have declined to commit to such Facility Increase), then the Company Borrowers may seek commitments from other Eligible Assignees that are reasonably acceptable to both the Administrative Agent and the Company Borrowers or from existing Lenders in an amount in excess of such Lender’s ratable share of such Facility Increase;
(h) in the event that any existing Lender or any new lender commits to such requested Facility Increase, (i) any new lender will execute an accession agreement to this Agreement, (ii) the Commitment of any existing Lender that has committed to provide any of the requested increase shall be increased, (iii) the Pro Rata Shares of the Lenders shall be adjusted, (iv) the Borrowers shall make such borrowings and repayments as shall be necessary to affect the reallocation of the Commitments (and the Borrowers shall pay any amounts due under Section 4.6 in connection therewith), and (v) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or make new commitments in response to the CompanyAdministrative Borrower’s request for an increase pursuant to this Section 2.7 and which other changes do not adversely affect the rights of those Lenders not participating in the increase other than a change in the Lenders’ Pro Rata Shares to reflect the Facility Increase;
(i) if the Aggregate Commitment is increased in accordance with this Section 2.7, the Administrative Agent and the Company Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such Facility Increase and the Administrative Agent shall promptly notify the Administrative Borrower and the Lenders of the final allocation of such Facility Increase and Increase Effective Date;
(j) the Administrative Agent and the Lenders shall have received any fees and expenses payable by the Loan Parties in respect of such Facility Increase; and
(k) each Facility Increase shall be subject to all of the terms and conditions of this Agreement, and shall be secured by the Collateral and guaranteed by Guarantors pursuant to the terms hereof.
Appears in 2 contracts
Samples: Loan and Security Agreement (ADS Tactical, Inc.), Loan and Security Agreement (ADS Tactical, Inc.)
Optional Increase of Commitments. At any time following the Closing Date, the Company shall have the right, from time to time and upon not less than fifteen (15) Business Days (or such shorter period of time as agreed to by the Administrative Agent in its sole discretion) prior written notice to the Administrative Agent date that is one hundred eighty (which notice shall not obligate 180) days prior to the Company to increase last day of the Aggregate Commitment) to increase the Aggregate Commitment (each such increasePeriod, a “Facility Increase”); provided that:
(a) if no Incipient Default or Event of Default shall have occurred and be continuing (or would result from any after giving effect thereto), the Borrowers, may, if they so elect, increase the aggregate amount of the Commitments (each such increase to be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000). The Borrowers shall first request the existing Lenders in writing to increase their respective Commitments (proportionately based on their Ratable Shares or on such other basis as the Borrowers and the existing Lenders may agree) to accommodate the increase requested Facility Increase by the Borrowers. If, within fifteen (15) days following their receipt of the Borrowers’ request, existing Lenders fail to agree to increase their respective Commitments in an aggregate amount at least equal to the increase requested by the Borrowers, the Borrowers may designate one or borrowings thereundermore financial institutions not theretofore a Lender to become a Lender (such designation to be effective only with the prior written consent of the Agent and the Letter of Credit Issuer, which consents will not be unreasonably withheld or delayed, and only if each such financial institution accepts a Commitment in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000) in respect of the portion of the requested increase not accepted by the existing Lenders. Upon execution and delivery by the Borrowers and each such Lender or other financial institution of an instrument (a “Commitment Acceptance”) in form reasonably satisfactory to the Agent, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and shall have all the rights and obligations of a Lender with such Commitment hereunder; provided:
(a) that the Borrowers shall provide prompt notice of the existing Lenders and other financial institutions, if any, participating in such increase to the Agent, who shall promptly notify the Lenders;
(b) all representations and warranties contained herein and in that the other Loan Documents Borrowers shall be true and correct in all material respects with have delivered to the same effect as though such representations and warranties had been made on and as of the date Agent a copy of such Facility Increase and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective datesCommitment Acceptance;
(c) each Facility Increase shall be in an aggregate principal that the amount of at least $5,000,000 or a whole multiple of $1,000,000 such increase, together with all other increases in excess thereof;
(d) the aggregate amount of all Facility Increases made the Commitments pursuant to this Section 2.7 shall not exceed $25,000,000;
(e) Facility Increases shall not increase or otherwise affect 3.12 since the Letter of Credit Limit or the Swingline Limit;
(f) the Commitment of any Lender shall not be increased without the approval of such Lender;
(g) in connection with each proposed Facility Increase, the Company shall first provide all then existing Lenders with an opportunity to commit to such Facility Increase on a ratable basis (provided that no Lender shall have an obligation to commit to all or a portion of the proposed Facility Increase) and, if, within ten (10) Business Days after the Company has delivered notice thereof to such existing Lenders, sufficient commitments cannot be obtained from such existing Lenders (it being agreed that any Lender that does not deliver a notice of such Lender’s intention to commit to such Facility Increase within such period shall be deemed to have declined to commit to such Facility Increase), then the Company may seek commitments from other Eligible Assignees that are reasonably acceptable to both the Administrative Agent and the Company or from existing Lenders in an amount in excess of such Lender’s ratable share of such Facility Increase;
(h) in the event that any existing Lender or any new lender commits to such requested Facility Increase, (i) any new lender will execute an accession agreement to this Agreement, (ii) the Commitment of any existing Lender that has committed to provide any of the requested increase shall be increased, (iii) the Pro Rata Shares of the Lenders shall be adjusted, (iv) the Borrowers shall make such borrowings and repayments as shall be necessary to affect the reallocation of the Commitments (and the Borrowers shall pay any amounts due under Section 4.6 in connection therewith), and (v) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or make new commitments in response to the Company’s request for an increase pursuant to this Section 2.7 and which other changes do not adversely affect the rights of those Lenders not participating in the increase other than a change in the Lenders’ Pro Rata Shares to reflect the Facility Increase;
(i) if the Aggregate Commitment is increased in accordance with this Section 2.7, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such Facility Increase and the Administrative Agent shall promptly notify the Administrative Borrower and the Lenders of the final allocation of such Facility Increase and Increase Effective Date;
(j) the Administrative Agent and the Lenders shall have received any fees and expenses payable by the Loan Parties in respect of such Facility Increase; and
(k) each Facility Increase shall be subject to all of the terms and conditions of this Agreement, and shall be secured by the Collateral and guaranteed by Guarantors pursuant to the terms hereof.does not exceed $100,000,000;
Appears in 2 contracts
Samples: Credit Agreement (Lincoln Electric Holdings Inc), Credit Agreement (Lincoln Electric Holdings Inc)
Optional Increase of Commitments. At any time following the Closing Date, the Company shall have the right, from time to time and upon not less than fifteen (15) Business Days (or such shorter period of time as agreed to by the Administrative Agent in its sole discretion) prior written notice to the Administrative Agent (which notice shall not obligate the Company to increase the Aggregate Commitment) to increase the Aggregate Commitment (each such increase, a “Facility Increase”); provided that:
(a) no Default or Event of Default shall have occurred and be continuing or would result from any such requested Facility Increase or borrowings thereunder;
(b) all representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Facility Increase and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;
(c) each Facility Increase shall be in an aggregate principal amount of at least $5,000,000 50,000,000 or a whole multiple of $1,000,000 10,000,000 in excess thereof;
(d) the aggregate amount of all Facility Increases made pursuant to this Section 2.7 shall not exceed $25,000,000200,000,000;
(e) Facility Increases shall not increase or otherwise affect the Letter of Credit Limit or the Swingline Limit;
(f) the Commitment of any Lender shall not be increased without the approval of such Lender;
(g) in connection with each proposed Facility Increase, the Company shall first provide all then existing Lenders with an opportunity to commit to such Facility Increase on a ratable basis may solicit commitments from (i) any Lender (provided that no Lender shall have an obligation to commit to all or a portion of the proposed Facility Increase) and, if, within ten or (10ii) Business Days after the Company has delivered notice thereof to such existing Lenders, sufficient commitments cannot be obtained from such existing Lenders (it being agreed that any Lender that does not deliver a notice of such Lender’s intention to commit to such Facility Increase within such period shall be deemed to have declined to commit to such Facility Increase), then the Company may seek commitments from other Eligible Assignees that are reasonably acceptable to both the Administrative Agent and the Company or from existing Lenders in an amount in excess of such Lender’s ratable share of such Facility IncreaseCompany;
(h) in the event that any existing Lender or any new lender commits to such requested Facility Increase, (i) any new lender will execute an accession agreement to this Agreement, (ii) the Commitment of any existing Lender that has committed to provide any of the requested increase shall be increased, (iii) the Pro Rata Shares of the Lenders shall be adjusted, (iv) the Borrowers shall make such borrowings and repayments as shall be necessary to affect the reallocation of the Commitments (and the Borrowers shall pay any amounts due under Section 4.6 in connection therewith), and (v) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or make new commitments in response to the Company’s request for an increase pursuant to this Section 2.7 and which other changes do not adversely affect the rights of those Lenders not participating in the increase other than a change in the Lenders’ Pro Rata Shares to reflect the Facility Increaseincrease;
(i) if the Aggregate Commitment is increased in accordance with this Section 2.7, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such Facility Increase and the Administrative Agent shall promptly notify the Administrative Borrower and the Lenders of the final allocation of such Facility Increase and Increase Effective Date;
(j) the Administrative Agent and the Lenders shall have received any fees and expenses payable by the Loan Parties in respect of such Facility Increase; and
(k) each Facility Increase shall be subject to all of the terms and conditions of this Agreement, and shall be secured by the Collateral and guaranteed by Guarantors pursuant to the terms hereof.
Appears in 2 contracts
Samples: Loan and Security Agreement (Mohawk Industries Inc), Loan and Security Agreement (Mohawk Industries Inc)
Optional Increase of Commitments. At any time following the Closing Date, the Company shall have the right, from time to time and upon not less than fifteen (15) Business Days (or such shorter period of time as agreed to by the Administrative Agent in its sole discretion) prior written notice to the Administrative Agent date that is one hundred eighty (which notice shall not obligate 180) days prior to the Company to increase last day of the Aggregate Commitment) to increase the Aggregate Commitment (each such increasePeriod, a “Facility Increase”); provided that:
(a) if no Incipient Default or Event of Default shall have occurred and be continuing (or would result from any such requested Facility Increase or borrowings thereunder;
(b) all representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Facility Increase and after giving effect thereto), except the Borrowers, may, if they so elect, increase the aggregate amount of the Commitments (each such increase to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;
(c) each Facility Increase shall be in an aggregate principal amount of at least $5,000,000 or a whole that is an integral multiple of $1,000,000 in excess thereof;
(d) the aggregate amount of all Facility Increases made pursuant to this Section 2.7 shall and not exceed less than $25,000,000;
(e) Facility Increases shall not increase or otherwise affect the Letter of Credit Limit or the Swingline Limit;
(f) the Commitment of any Lender shall not be increased without the approval of such Lender;
(g) in connection with each proposed Facility Increase, the Company 10,000,000). The Borrowers shall first provide all then existing Lenders with an opportunity to commit to such Facility Increase on a ratable basis (provided that no Lender shall have an obligation to commit to all or a portion of request the proposed Facility Increase) and, if, within ten (10) Business Days after the Company has delivered notice thereof to such existing Lenders, sufficient commitments cannot be obtained from such existing Lenders (it being agreed that any Lender that does not deliver a notice of such Lender’s intention to commit to such Facility Increase within such period shall be deemed to have declined to commit to such Facility Increase), then the Company may seek commitments from other Eligible Assignees that are reasonably acceptable to both the Administrative Agent and the Company or from existing Lenders in an amount in excess of such Lender’s ratable share of such Facility Increase;
(h) in the event that any existing Lender or any new lender commits to such requested Facility Increase, (i) any new lender will execute an accession agreement to this Agreement, (ii) the Commitment of any existing Lender that has committed to provide any of the requested increase shall be increased, (iii) the Pro Rata Shares of the Lenders shall be adjusted, (iv) the Borrowers shall make such borrowings and repayments as shall be necessary to affect the reallocation of the Commitments (and the Borrowers shall pay any amounts due under Section 4.6 in connection therewith), and (v) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed writing to increase their respective Commitments (proportionately based on their Ratable Shares or make new commitments on such other basis as the Borrowers and the existing Lenders may agree) to accommodate the increase requested by the Borrowers. If, within fifteen (15) days following their receipt of the Borrowers’ request, existing Lenders fail to agree to increase their respective Commitments in response an aggregate amount at least equal to the Company’s request for increase requested by the Borrowers, the Borrowers may designate one or more financial institutions not theretofore a Lender to become a Lender (such designation to be effective only with the prior written consent of the Agent and the Letter of Credit Issuer, which consents will not be unreasonably withheld or delayed, and only if each such financial institution accepts a Commitment in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000) in respect of the portion of the requested increase not accepted by the existing Lenders. Upon execution and delivery by the Borrowers and each such Lender or other financial institution of an instrument (a “Commitment Acceptance”) in form reasonably satisfactory to the Agent, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and shall have all the rights and obligations of a Lender with such Commitment hereunder; provided:
(a) that the Borrowers shall provide prompt notice of the existing Lenders and other financial institutions, if any, participating in such increase to the Agent, who shall promptly notify the Lenders; 1095144433\6\AMERICAS
(b) that the Borrowers shall have delivered to the Agent a copy of such Commitment Acceptance;
(c) that the amount of such increase, together with all other increases in the aggregate amount of the Commitments pursuant to this Section 2.7 and which other changes do not adversely affect 3.12 since the rights of those Lenders not participating in the increase other than a change in the Lenders’ Pro Rata Shares to reflect the Facility Increase;
(i) if the Aggregate Commitment is increased in accordance with this Section 2.7, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such Facility Increase and the Administrative Agent shall promptly notify the Administrative Borrower and the Lenders of the final allocation of such Facility Increase and Increase Effective Date;
(j) the Administrative Agent and the Lenders shall have received any fees and expenses payable by the Loan Parties in respect of such Facility Increase; and
(k) each Facility Increase shall be subject to all of the terms and conditions of this Agreement, and shall be secured by the Collateral and guaranteed by Guarantors pursuant to the terms hereof.does not exceed $150,000,000;
Appears in 1 contract
Optional Increase of Commitments. At The Borrower may at any time following the Closing Date, the Company shall have the right, and from time to time and time, upon not less than fifteen five (155) Business Days (or such shorter period of time as agreed to by the Administrative Agent in its sole discretion) days’ prior written notice to the Administrative Agent (which notice shall not obligate the Company to Agent, increase the Aggregate CommitmentCommitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Commitments from any existing Lender with a Commitment or new Commitments from any other Person selected by the Borrower and reasonably acceptable to increase the Aggregate Commitment (each such increaseAdministrative Agent, a “Facility Increase”)the Swing Line Lender and the Issuers; provided that:
(ai) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof;
(ii) no Default or Event of Unmatured Default shall have occurred exist and be continuing or would result from at the time of any such requested Facility Increase or borrowings thereunderincrease;
(biii) all representations and warranties contained herein and in the other Loan Documents no existing Lender shall be true under any obligation to increase its Commitment and correct any such decision whether to increase its Commitment shall be in all material respects with such Lender’s sole and absolute discretion;
(iv) (A) any new Lender shall join this Agreement by executing such joinder documents required by the same effect Administrative Agent and/or (B) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent;
(v) as though a condition precedent to such representations increase, the Borrower shall deliver to the Administrative Agent (A) a certificate of each of the Borrower, the GuarantorParent and warranties had been made on and KCPL dated as of the date of such Facility Increase increase (in sufficient copies for each Lender) signed by an Authorized Officer of such Person certifying and attaching the resolutions adopted by such Person approving or consenting to such increase, and (B) a certificate of the Borrower certifying that, before and after giving effect theretoto such increase, except to (x) the extent that such representations and warranties expressly relate solely to an earlier date (contained in which case such representations Article VI and warranties shall have been the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date), and (y) no Default or Unmatured Default exists as of such date; provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct and
(vi) after giving effect to the increase in the Commitments (but without giving effect to any qualification thereinincrease in the Commitments pursuant to Sections 2.6(c) in all respects on such respective dates;
(c) each Facility Increase shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $1,000,000 in excess thereof;
(d) )), the aggregate amount of all Facility Increases made pursuant to this Section 2.7 shall not exceed $25,000,000;
(e) Facility Increases shall not increase or otherwise affect the Letter of Credit Limit or the Swingline Limit;
(f) the Aggregate Commitment of any Lender shall not be increased without greater than SIX HUNDRED AND FIFTY MILLION DOLLARS ($650,000,000). The Borrower shall prepay any Loans owing by it and outstanding on the approval date of any such Lender;
(g) in connection increase with each proposed Facility Increase, the Company shall first provide all then existing Lenders with an opportunity proceeds required to commit to such Facility Increase on a ratable basis (provided that no Lender shall have an obligation to commit to all or a portion of the proposed Facility Increase) and, if, within ten (10) Business Days after the Company has delivered notice thereof to such existing Lenders, sufficient commitments cannot be obtained from such existing Lenders (it being agreed that advanced by any Lender that does not deliver increasing its, or any Person .CHAR1\1170499v7 providing a notice of such Lender’s intention new, Commitment under this Section (and pay any additional amounts required pursuant to commit Article III) to such Facility Increase within such period shall be deemed the extent necessary to have declined to commit to such Facility Increase), then keep the Company may seek commitments outstanding Loans ratable with any revised Commitments arising from other Eligible Assignees that are reasonably acceptable to both the Administrative Agent and the Company or from existing Lenders in an amount in excess of such Lender’s ratable share of such Facility Increase;
(h) any nonratable increase in the event that any existing Lender or any new lender commits to such requested Facility Increase, (i) any new lender will execute an accession agreement to Commitments under this Agreement, (ii) the Commitment of any existing Lender that has committed to provide any of the requested increase shall be increased, (iii) the Pro Rata Shares of the Lenders shall be adjusted, (iv) the Borrowers shall make such borrowings and repayments as shall be necessary to affect the reallocation of the Commitments (and the Borrowers shall pay any amounts due under Section 4.6 in connection therewith), and (v) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or make new commitments in response to the Company’s request for an increase pursuant to this Section 2.7 and which other changes do not adversely affect the rights of those Lenders not participating in the increase other than a change in the Lenders’ Pro Rata Shares to reflect the Facility Increase;
(i) if the Aggregate Commitment is increased in accordance with this Section 2.7, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such Facility Increase and the Administrative Agent shall promptly notify the Administrative Borrower and the Lenders of the final allocation of such Facility Increase and Increase Effective Date;
(j) the Administrative Agent and the Lenders shall have received any fees and expenses payable by the Loan Parties in respect of such Facility Increase; and
(k) each Facility Increase shall be subject to all of the terms and conditions of this Agreement, and shall be secured by the Collateral and guaranteed by Guarantors pursuant to the terms hereofSection.
Appears in 1 contract
Optional Increase of Commitments. At any time following the Closing Date, the Company shall have the right, from time to time and upon not less than fifteen (15) Business Days (or such shorter period of time as agreed to by the Administrative Agent in its sole discretion) prior written notice to the Administrative Agent date that is one hundred eighty (which notice shall not obligate 180) days prior to the Company to increase last day of the Aggregate Commitment) to increase the Aggregate Commitment (each such increasePeriod, a “Facility Increase”); provided that:
(a) if no Incipient Default or Event of Default shall have occurred and be continuing (or would result from any after giving effect thereto), the Borrowers, may, if they so elect, increase the aggregate amount of the Commitments (each such increase to be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000). The Borrowers shall first request the existing Lenders in writing to increase their respective Commitments (proportionately based on their Ratable Shares or on such other basis as the Borrowers and the existing Lenders may agree) to accommodate the increase requested Facility Increase by the Borrowers. If, within fifteen (15) days following their receipt of the Borrowers' request, existing Lenders fail to agree to increase their respective Commitments in an aggregate amount at least equal to the increase requested by the Borrowers, the Borrowers may designate one or borrowings thereundermore financial institutions not theretofore a Lender to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and the Letter of Credit Issuer, which consents will not be unreasonably withheld or delayed, and only if each such financial institution accepts a Commitment in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000) in respect of the portion of the requested increase not accepted by the existing Lenders. Upon execution and delivery by the Borrowers and each such Lender or other financial institution of an instrument (a "Commitment Acceptance") in form reasonably satisfactory to the Administrative Agent, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such Commitment hereunder; provided:
(a) that the Borrowers shall provide prompt notice of the existing Lenders and other financial institutions, if any, participating in such increase to the Administrative Agent, who shall promptly notify the Lenders;
(b) that the Borrowers shall have delivered to the Administrative Agent a copy of the Commitment Acceptance;
(c) that the amount of such increase, together with all other increases in the aggregate amount of the Commitments pursuant to this Section 3.11 since the date of this Agreement, does not exceed $75,000,000;
(d) that, before and after giving effect to such increase, the representations and warranties of the Borrowers contained herein and in the other Loan Documents Article 10 of this Agreement shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Facility Increase and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date)respects; provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;
(c) each Facility Increase shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $1,000,000 in excess thereof;
(d) the aggregate amount of all Facility Increases made pursuant to this Section 2.7 shall not exceed $25,000,000;and
(e) Facility Increases that the Administrative Agent shall not increase or otherwise affect have received such evidence (including an opinion of Borrowers' counsel) as it may reasonably request to confirm the Letter Borrowers' due authorization of Credit Limit or the Swingline Limit;
(f) transactions contemplated by this Section 3.11 and the Commitment validity and enforceability of the obligations of the Borrowers resulting therefrom. On the date of any Lender shall not be increased without the approval of such Lender;
(g) in connection with each proposed Facility Increaseincrease, the Company shall first provide all then existing Lenders with an opportunity to commit to such Facility Increase on a ratable basis (provided that no Lender shall have an obligation to commit to all or a portion of the proposed Facility Increase) and, if, within ten (10) Business Days after the Company has delivered notice thereof to such existing Lenders, sufficient commitments cannot be obtained from such existing Lenders (it being agreed that any Lender that does not deliver a notice of such Lender’s intention to commit to such Facility Increase within such period Borrowers shall be deemed to have declined represented to commit to such Facility Increase), then the Company may seek commitments from other Eligible Assignees that are reasonably acceptable to both the Administrative Agent and the Company or from existing Lenders in an amount in excess of such Lender’s ratable share of such Facility Increase;
(h) in the event that any existing Lender or any new lender commits to such requested Facility Increase, (i) any new lender will execute an accession agreement to this Agreement, (ii) the Commitment of any existing Lender that has committed to provide any of the requested increase shall be increased, (iii) the Pro Rata Shares of the Lenders shall be adjusted, (iv) the Borrowers shall make such borrowings and repayments as shall be necessary to affect the reallocation of the Commitments (and the Borrowers shall pay any amounts due under Section 4.6 in connection therewith), and (v) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or make new commitments in response to the Company’s request for an increase pursuant to this Section 2.7 and which other changes do not adversely affect the rights of those Lenders not participating in the increase other than a change in the Lenders’ Pro Rata Shares to reflect the Facility Increase;
(i) if the Aggregate Commitment is increased in accordance with this Section 2.7, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such Facility Increase and the Administrative Agent shall promptly notify the Administrative Borrower and the Lenders of the final allocation of such Facility Increase and Increase Effective Date;
(j) the Administrative Agent and the Lenders shall that the conditions set forth in clauses (a) through (e) above have received been satisfied. Upon any fees and expenses payable by increase in the Loan Parties in respect of such Facility Increase; and
(k) each Facility Increase shall be subject to all aggregate amount of the terms and conditions of this Agreement, and shall be secured by the Collateral and guaranteed by Guarantors Commitments pursuant to the terms hereof.this Section 3.11:
Appears in 1 contract
Optional Increase of Commitments. At any time following the Closing Date, the Company shall have the right, from time to time and upon not less than fifteen (15) Business Days (or such shorter period of time as agreed to by the Administrative Agent in its sole discretion) prior written notice to the Administrative Agent date that is one hundred eighty (which notice shall not obligate 180) days prior to the Company to increase last day of the Aggregate Commitment) to increase the Aggregate Commitment (each such increasePeriod, a “Facility Increase”); provided that:
(a) if no Incipient Default or Event of Default shall have occurred and be continuing (or would result from after giving effect thereto), the Borrowers, may, if they so elect, increase the aggregate amount of the Commitments (each such increase to be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000). The Borrowers may request any existing Lender or Lenders to increase their respective Commitments or may designate one or more financial institutions not theretofore a Lender to become a Lender (such requested Facility Increase designation to be effective only with the prior written consent of the Lead Agent, the Swingline Loan Lender and the Letter of Credit Issuer, which consents will not be unreasonably withheld, conditioned or borrowings thereunderdelayed, and only if each such financial institution accepts a Commitment in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000). Upon execution and delivery by the Borrowers and each such Lender or other financial institution of an instrument (a “Commitment Acceptance”) in form reasonably satisfactory to the Lead Agent, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and shall have all the rights and obligations of a Lender with such Commitment hereunder; provided:
(a) that the Borrowers shall provide prompt notice of the existing Lenders and other financial institutions, if any, participating in such increase to the Lead Agent, who shall promptly notify the Lenders;
(b) that the Borrowers shall have delivered to the Lead Agent a copy of such Commitment Acceptance;
(c) that the amount of such increase, together with all other increases in the aggregate amount of the Commitments pursuant to this Section 3.12 since the date of this Agreement, does not exceed $300,000,000;
(d) that, before and after giving effect to such increase, the representations and warranties of the Borrowers contained herein and in the other Loan Documents Article 10 of this Agreement shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Facility Increase and after giving effect thereto, (except to the extent that any such representations and warranties representation or warranty expressly relate solely relates to an earlier date (date, in which case such representations and warranties it shall have been true and correct in all material respects on and as of such earlier date); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;
(c) each Facility Increase shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $1,000,000 in excess thereof;
(d) the aggregate amount of all Facility Increases made pursuant to this Section 2.7 shall not exceed $25,000,000;and
(e) Facility Increases that the Lead Agent shall not increase or otherwise affect have received such evidence (including an opinion of Xxxxxxxxx’ counsel in form and substance reasonably satisfactory to the Letter Lead Agent) as it may reasonably request to confirm the Borrowers’ due authorization of Credit Limit or the Swingline Limit;
(f) transactions contemplated by this Section 3.12 and the Commitment validity and enforceability of the obligations of the Borrowers resulting therefrom. On the date of any Lender shall not be increased without the approval of such Lender;
(g) in connection with each proposed Facility Increaseincrease, the Company shall first provide all then existing Lenders with an opportunity to commit to such Facility Increase on a ratable basis (provided that no Lender shall have an obligation to commit to all or a portion of the proposed Facility Increase) and, if, within ten (10) Business Days after the Company has delivered notice thereof to such existing Lenders, sufficient commitments cannot be obtained from such existing Lenders (it being agreed that any Lender that does not deliver a notice of such Lender’s intention to commit to such Facility Increase within such period Borrowers shall be deemed to have declined represented to commit to such Facility Increase), then the Company may seek commitments from other Eligible Assignees that are reasonably acceptable to both the Administrative Agent Agents and the Company Lenders that the conditions set forth in clauses (a) through (e) above have been satisfied (or from existing Lenders in an amount in excess of such Lender’s ratable share of such Facility Increase;
(h) waived). Upon any increase in the event that any existing Lender or any new lender commits to such requested Facility Increase, (i) any new lender will execute an accession agreement to this Agreement, (ii) the Commitment of any existing Lender that has committed to provide any of the requested increase shall be increased, (iii) the Pro Rata Shares of the Lenders shall be adjusted, (iv) the Borrowers shall make such borrowings and repayments as shall be necessary to affect the reallocation aggregate amount of the Commitments (and the Borrowers shall pay any amounts due under Section 4.6 in connection therewith), and (v) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or make new commitments in response to the Company’s request for an increase pursuant to this Section 2.7 and which other changes do not adversely affect the rights of those Lenders not participating 3.12:
(x) within five Banking Days, in the increase other than a change case of any Base Rate Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the Lenders’ Pro Rata Shares to reflect the Facility Increase;
(i) if the Aggregate Commitment is increased in accordance with this Section 2.7case of any Term SOFR Rate Loans then outstanding, the Administrative Agent Borrowers shall prepay such Loans in their entirety and, to the extent the Borrowers elect to do so and subject to the Company conditions specified in this Agreement, the Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such Facility Increase and the Administrative Agent shall promptly notify the Administrative Borrower and reborrow Loans from the Lenders of the final allocation of in proportion to their respective Commitments after giving effect to such Facility Increase and Increase Effective Date;
(j) the Administrative Agent and increase, until such time as all outstanding Loans are held by the Lenders shall have received any fees and expenses payable by the Loan Parties in respect of such Facility Increaseproportion; and
(ky) each Facility Increase existing Lender whose Commitment has not increased pursuant to this Section 3.12 (each, a “Non-Increasing Lender”) shall be subject deemed, without further action by any party hereto, to all of have sold to each Lender whose Commitment has been assumed or increased under this Section 3.12 (each, an “Increased Commitment Lender”), and each Increased Commitment Lender shall be deemed, without further action by any party hereto, to have purchased from each Non-Increasing Lender, a participation (on the terms and conditions of specified in this Agreement) in each Letter of Credit in which such Non-Increasing Lender has acquired a participation in an amount equal to such Increased Commitment Lender’s Ratable Share thereof, and shall be secured until such time as all Letter of Credit exposures are held by the Collateral and guaranteed by Guarantors pursuant Lenders in proportion to the terms hereoftheir respective Commitments after giving effect to such increase.
Appears in 1 contract
Optional Increase of Commitments. At any time following the Closing Date, the Company shall have the right, from time to time and upon not less than fifteen (15) Business Days (or such shorter period of time as agreed to by the Administrative Agent in its sole discretion) prior written notice to the Administrative Agent date that is one hundred eighty (which notice shall not obligate 180) days prior to the Company to increase last day of the Aggregate Commitment) to increase the Aggregate Commitment (each such increasePeriod, a “Facility Increase”); provided that:
(a) if no Incipient Default or Event of Default shall have occurred and be continuing (or would result from any after giving effect thereto), the Borrowers, may, if they so elect, increase the aggregate amount of the Commitments (each such increase to be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000). The Borrowers shall first request the existing Lenders in writing to increase their respective Commitments (proportionately based on their Ratable Shares or on such other basis as the Borrowers and the existing Lenders may agree) to accommodate the increase requested Facility Increase by the Borrowers. If, within fifteen (15) days following their receipt of the Borrowers’ request, existing Lenders fail to agree to increase their respective Commitments in an aggregate amount at least equal to the increase requested by the Borrowers, the Borrowers may designate one or borrowings thereundermore financial institutions not theretofore a Lender to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and the Letter of Credit Issuer, which consents will not be unreasonably withheld or delayed, and only if each such financial institution accepts a Commitment in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000) in respect of the portion of the requested increase not accepted by the existing Lenders. Upon execution and delivery by the Borrowers and each such Lender or other financial institution of an instrument (a “Commitment Acceptance”) in form reasonably satisfactory to the Administrative Agent, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and shall have all the rights and obligations of a Lender with such Commitment hereunder; provided:
(a) that the Borrowers shall provide prompt notice of the existing Lenders and other financial institutions, if any, participating in such increase to the Administrative Agent, who shall promptly notify the Lenders;
(b) that the Borrowers shall have delivered to the Administrative Agent a copy of such Commitment Acceptance;
(c) that the amount of such increase, together with all other increases in the aggregate amount of the Commitments pursuant to this Section 3.12 since the date of this Agreement, does not exceed $75,000,000;
(d) that, before and after giving effect to such increase, the representations and warranties of the Borrowers contained herein and in the other Loan Documents Article 10 of this Agreement shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Facility Increase and after giving effect thereto, (except to the extent that any such representations and warranties representation or warranty expressly relate solely relates to an earlier date (date, in which case such representations and warranties it shall have been true and correct in all material respects on and as of such earlier date); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;
(c) each Facility Increase shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $1,000,000 in excess thereof;
(d) the aggregate amount of all Facility Increases made pursuant to this Section 2.7 shall not exceed $25,000,000;and
(e) Facility Increases that the Administrative Agent shall not increase or otherwise affect have received such evidence (including an opinion of Borrowers’ counsel) as it may reasonably request to confirm the Letter Borrowers’ due authorization of Credit Limit or the Swingline Limit;
(f) transactions contemplated by this Section 3.12 and the Commitment validity and enforceability of the obligations of the Borrowers resulting therefrom. On the date of any Lender shall not be increased without the approval of such Lender;
(g) in connection with each proposed Facility Increaseincrease, the Company shall first provide all then existing Lenders with an opportunity to commit to such Facility Increase on a ratable basis (provided that no Lender shall have an obligation to commit to all or a portion of the proposed Facility Increase) and, if, within ten (10) Business Days after the Company has delivered notice thereof to such existing Lenders, sufficient commitments cannot be obtained from such existing Lenders (it being agreed that any Lender that does not deliver a notice of such Lender’s intention to commit to such Facility Increase within such period Borrowers shall be deemed to have declined represented to commit to such Facility Increase), then the Company may seek commitments from other Eligible Assignees that are reasonably acceptable to both the Administrative Agent and the Company or from existing Lenders in an amount in excess of such Lender’s ratable share of such Facility Increase;
(h) in the event that any existing Lender or any new lender commits to such requested Facility Increase, (i) any new lender will execute an accession agreement to this Agreement, (ii) the Commitment of any existing Lender that has committed to provide any of the requested increase shall be increased, (iii) the Pro Rata Shares of the Lenders shall be adjusted, (iv) the Borrowers shall make such borrowings and repayments as shall be necessary to affect the reallocation of the Commitments (and the Borrowers shall pay any amounts due under Section 4.6 in connection therewith), and (v) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or make new commitments in response to the Company’s request for an increase pursuant to this Section 2.7 and which other changes do not adversely affect the rights of those Lenders not participating in the increase other than a change in the Lenders’ Pro Rata Shares to reflect the Facility Increase;
(i) if the Aggregate Commitment is increased in accordance with this Section 2.7, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such Facility Increase and the Administrative Agent shall promptly notify the Administrative Borrower and the Lenders of the final allocation of such Facility Increase and Increase Effective Date;
(j) the Administrative Agent and the Lenders shall that the conditions set forth in clauses (a) through (e) above have received been satisfied. Upon any fees and expenses payable by increase in the Loan Parties in respect of such Facility Increase; and
(k) each Facility Increase shall be subject to all aggregate amount of the terms and conditions of this Agreement, and shall be secured by the Collateral and guaranteed by Guarantors Commitments pursuant to the terms hereof.this Section 3.12:
Appears in 1 contract
Optional Increase of Commitments. At The Borrower may at any time following the Closing Date, the Company shall have the right, and from time to time and time, upon not less than fifteen five (155) Business Days (or such shorter period of time as agreed to by the Administrative Agent in its sole discretion) days’ prior written notice to the Administrative Agent (which notice shall not obligate the Company to Agent, increase the Aggregate CommitmentCommitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Commitments from any existing Lender with a Commitment or new Commitments from any other Person selected by the Borrower and reasonably acceptable to increase the Aggregate Commitment (each such increaseAdministrative Agent, a “Facility Increase”)the Swing Line Lender and the Issuers; provided that:
(ai) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof;
(ii) no Default or Event of Unmatured Default shall have occurred exist and be continuing or would result from at the time of any such requested Facility Increase or borrowings thereunderincrease;
(biii) all representations and warranties contained herein and in the other Loan Documents no existing Lender shall be true under any obligation to increase its Commitment and correct any such decision whether to increase its Commitment shall be in all material respects with such Lender’s sole and absolute discretion;
(iv) (A) any new Lender shall join this Agreement by executing such joinder documents required by the same effect Administrative Agent and/or (B) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent;
(v) as though a condition precedent to such representations increase, the Borrower shall deliver to the Administrative Agent (A) a certificate of each of the Borrower, Great Plains and warranties had been made on and KCPL GMO dated as of the date of such Facility Increase increase (in sufficient copies for each Lender) signed by an Authorized Officer of such Person certifying and attaching the resolutions adopted by such Person approving or consenting to such increase, and (B) a certificate of the Borrower certifying that, before and after giving effect theretoto such increase, except to (x) the extent that such representations and warranties expressly relate solely to an earlier date (contained in which case such representations Article V and warranties shall have been the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date), and (y) no Default or Unmatured Default exists as of such date; provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct and
(vi) after giving effect to the increase in the Commitments (but without giving effect to any qualification thereinincrease in the Commitments pursuant to Sections 2.6(c) in all respects on such respective dates;
(c) each Facility Increase shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $1,000,000 in excess thereof;
(d) )), the aggregate amount of all Facility Increases made pursuant to this Section 2.7 shall not exceed $25,000,000;
(e) Facility Increases shall not increase or otherwise affect the Letter of Credit Limit or the Swingline Limit;
(f) the Aggregate Commitment of any Lender shall not be increased without greater than EIGHT HUNDRED MILLION DOLLARS ($800,000,000). The Borrower shall prepay any Loans owing by it and outstanding on the approval date of any such Lender;
(g) in connection increase with each proposed Facility Increase, the Company shall first provide all then existing Lenders with an opportunity proceeds required to commit to such Facility Increase on a ratable basis (provided that no Lender shall have an obligation to commit to all or a portion of the proposed Facility Increase) and, if, within ten (10) Business Days after the Company has delivered notice thereof to such existing Lenders, sufficient commitments cannot be obtained from such existing Lenders (it being agreed that advanced by any Lender that does not deliver increasing its, or any Person providing a notice of such Lender’s intention new, Commitment under this Section (and pay any additional amounts required pursuant to commit Article III) to such Facility Increase within such period shall be deemed the extent necessary to have declined to commit to such Facility Increase), then keep the Company may seek commitments outstanding Loans ratable with any revised Commitments arising from other Eligible Assignees that are reasonably acceptable to both the Administrative Agent and the Company or from existing Lenders in an amount in excess of such Lender’s ratable share of such Facility Increase;
(h) any nonratable increase in the event that any existing Lender or any new lender commits to such requested Facility Increase, (i) any new lender will execute an accession agreement to Commitments under this Agreement, (ii) the Commitment of any existing Lender that has committed to provide any of the requested increase shall be increased, (iii) the Pro Rata Shares of the Lenders shall be adjusted, (iv) the Borrowers shall make such borrowings and repayments as shall be necessary to affect the reallocation of the Commitments (and the Borrowers shall pay any amounts due under Section 4.6 in connection therewith), and (v) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or make new commitments in response to the Company’s request for an increase pursuant to this Section 2.7 and which other changes do not adversely affect the rights of those Lenders not participating in the increase other than a change in the Lenders’ Pro Rata Shares to reflect the Facility Increase;
(i) if the Aggregate Commitment is increased in accordance with this Section 2.7, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such Facility Increase and the Administrative Agent shall promptly notify the Administrative Borrower and the Lenders of the final allocation of such Facility Increase and Increase Effective Date;
(j) the Administrative Agent and the Lenders shall have received any fees and expenses payable by the Loan Parties in respect of such Facility Increase; and
(k) each Facility Increase shall be subject to all of the terms and conditions of this Agreement, and shall be secured by the Collateral and guaranteed by Guarantors pursuant to the terms hereofSection.
Appears in 1 contract
Optional Increase of Commitments. At any time following the Closing Date, the Company shall have the right, from time to time and upon not less than fifteen (15) Business Days (or such shorter period of time as agreed to by the Administrative Agent in its sole discretion) prior written notice to the Administrative Agent date that is one hundred eighty (which notice shall not obligate 180) days prior to the Company to increase last day of the Aggregate Commitment) to increase the Aggregate Commitment (each such increasePeriod, a “Facility Increase”); provided that:
(a) if no Incipient Default or Event of Default shall have occurred and be continuing (or would result from any after giving effect thereto), the Borrowers, may, if they so elect, increase the aggregate amount of the Commitments (each such increase to be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000). The Borrowers shall first request the existing Lenders in writing to increase their respective Commitments (proportionately based on their Ratable Shares or on such other basis as the Borrowers and the existing Lenders may agree) to accommodate the increase requested Facility Increase by the Borrowers. If, within fifteen (15) days following their receipt of the Borrowers’ request, existing Lenders fail to agree to increase their respective Commitments in an aggregate amount at least equal to the increase requested by the Borrowers, the Borrowers may designate one or borrowings thereundermore financial institutions not theretofore a Lender to become a Lender (such designation to be effective only with the prior written consent of the Agent and the Letter of Credit Issuer, which consents will not be unreasonably withheld or delayed, and only if each such financial institution accepts a Commitment in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000) in respect of the portion of the requested increase not accepted by the existing Lenders. Upon execution and delivery by the Borrowers and each such Lender or other financial institution of an instrument (a “Commitment Acceptance”) in form reasonably satisfactory to the Agent, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and shall have all the rights and obligations of a Lender with such Commitment hereunder; provided:
(a) that the Borrowers shall provide prompt notice of the existing Lenders and other financial institutions, if any, participating in such increase to the Agent, who shall promptly notify the Lenders;
(b) that the Borrowers shall have delivered to the Agent a copy of such Commitment Acceptance;
(c) that the amount of such increase, together with all other increases in the aggregate amount of the Commitments pursuant to this Section 3.12 since the date of this Agreement, does not exceed $150,000,000;
(d) that, before and after giving effect to such increase, the representations and warranties of the Borrowers contained herein and in the other Loan Documents Article 10 of this Agreement shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Facility Increase and after giving effect thereto, (except to the extent that any such representations and warranties representation or warranty expressly relate solely relates to an earlier date (date, in which case such representations and warranties it shall have been true and correct in all material respects on and as of such earlier date); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;
(c) each Facility Increase shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $1,000,000 in excess thereof;
(d) the aggregate amount of all Facility Increases made pursuant to this Section 2.7 shall not exceed $25,000,000;and
(e) Facility Increases that the Agent shall not increase or otherwise affect have received such evidence (including an opinion of Borrowers’ counsel) as it may reasonably request to confirm the Letter Borrowers’ due authorization of Credit Limit or the Swingline Limit;
(f) transactions contemplated by this Section 3.12 and the Commitment validity and enforceability of the obligations of the Borrowers resulting therefrom. On the date of any Lender shall not be increased without the approval of such Lender;
(g) in connection with each proposed Facility Increaseincrease, the Company shall first provide all then existing Lenders with an opportunity to commit to such Facility Increase on a ratable basis (provided that no Lender shall have an obligation to commit to all or a portion of the proposed Facility Increase) and, if, within ten (10) Business Days after the Company has delivered notice thereof to such existing Lenders, sufficient commitments cannot be obtained from such existing Lenders (it being agreed that any Lender that does not deliver a notice of such Lender’s intention to commit to such Facility Increase within such period Borrowers shall be deemed to have declined represented to commit to such Facility Increase), then the Company may seek commitments from other Eligible Assignees that are reasonably acceptable to both the Administrative Agent and the Company or from existing Lenders that the conditions set forth in an amount in excess of such Lender’s ratable share of such Facility Increase;
clauses (ha) through (e) above have been satisfied. Upon any increase in the event that any existing Lender or any new lender commits to such requested Facility Increase, (i) any new lender will execute an accession agreement to this Agreement, (ii) the Commitment of any existing Lender that has committed to provide any of the requested increase shall be increased, (iii) the Pro Rata Shares of the Lenders shall be adjusted, (iv) the Borrowers shall make such borrowings and repayments as shall be necessary to affect the reallocation aggregate amount of the Commitments (and the Borrowers shall pay any amounts due under Section 4.6 in connection therewith), and (v) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or make new commitments in response to the Company’s request for an increase pursuant to this Section 2.7 and which other changes do not adversely affect the rights of those Lenders not participating in the increase other than a change in the Lenders’ Pro Rata Shares to reflect the Facility Increase;
(i) if the Aggregate Commitment is increased in accordance with this Section 2.7, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such Facility Increase and the Administrative Agent shall promptly notify the Administrative Borrower and the Lenders of the final allocation of such Facility Increase and Increase Effective Date;
(j) the Administrative Agent and the Lenders shall have received any fees and expenses payable by the Loan Parties in respect of such Facility Increase; and
(k) each Facility Increase shall be subject to all of the terms and conditions of this Agreement, and shall be secured by the Collateral and guaranteed by Guarantors pursuant to the terms hereof.3.12:
Appears in 1 contract
Optional Increase of Commitments. At any time following To the Closing extent that the total Commitments for all Lenders is less than $2,500,000,000 on the Effective Date, the Company shall have the rightBorrower may, from time to time and upon not less than fifteen (15) Business Days (or such shorter period of time as agreed to by the Administrative Agent in its sole discretion) prior written notice to the Administrative Agent and the Lenders (which notice shall not obligate a “New Commitment Notice”), elect to request an increase to the Company to increase the Aggregate Commitment) to increase the Aggregate Commitment existing Commitments (each any such increase, the “New Commitments”) in a “Facility Increase”)minimum amount of $5,000,000 and up to an amount equal to the difference between $2,500,000,000 and the Commitments as of the date prior to the making of such New Commitments. Each Lender shall have 5 Business Days from receipt of such New Commitment Notice to elect to provide all or a portion of the New Commitments; provided that:
, in the event that the total New Commitments requested to be provided by the Lenders exceeds the maximum amount of the New Commitments requested by the Borrower, each Lender’s portion of the New Commitments shall be reduced pro rata based on the percentage that such Lender’s proposed commitments bears to the total amount of New Commitments requested by all Lenders. Each such New Commitment Notice shall specify the date (aeach, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a Payment Date that is not less than 10 Business Days after the date on which such New Commitment Notice is delivered to the Administrative Agent and the Lenders. Following the expiration of the Lenders exclusivity period the Borrower shall be entitled to solicit New Commitments for other Persons that are not existing Lenders that are Eligible Assignees (each, a “New Lender”). No later than 2 Business Days prior to the Increased Amount Date the Borrower shall notify the Administrative Agent and each Lender of (i) the identity of each existing Lender (each, an “Increasing Lender”) and each New Lender and (ii) the portion of such New Commitments to be allocated to such New Lenders and Increasing Lenders; provided that, for the avoidance of doubt, any existing Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment; provided further that (x) no Default or Event of Default shall have occurred and be continuing exist on such Increased Amount Date before or would result from any such requested Facility Increase or borrowings thereunder;
(b) all representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Facility Increase and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification thereinsuch New Commitments and (y) in all respects on such respective dates;
(c) each Facility Increase the New Commitments shall be in effected pursuant to one or more Accession Agreements executed and delivered by the Borrower, the New Lender or Increasing Lender, as applicable, and the Administrative Agent. On any Increased Amount Date on which New Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, the Borrower shall borrow from the New Lenders and Increasing Lenders an aggregate principal amount of at least $5,000,000 or a whole multiple new Advances the proceeds of $1,000,000 in excess thereof;
(d) which will be applied to prepay the aggregate amount of all Facility Increases made pursuant to this Section 2.7 shall not exceed $25,000,000;
(e) Facility Increases shall not increase or otherwise affect the Letter of Credit Limit or the Swingline Limit;
(f) the Commitment of any Lender shall not be increased without the approval of such Lender;
(g) in connection with each proposed Facility Increase, the Company shall first provide all then existing Lenders with an opportunity to commit to such Facility Increase on a ratable basis (provided that no Lender shall have an obligation to commit to all or a portion outstanding Advances of the proposed Facility Increase) and, if, within ten (10) Business Days after the Company has delivered notice thereof to such existing Lenders, sufficient commitments cannot be obtained from such existing Lenders (it being agreed in each case so that any Lender that does not deliver a notice of such Lender’s intention to commit to such Facility Increase within such period shall be deemed to have declined to commit to such Facility Increase), then the Company may seek commitments from other Eligible Assignees that are reasonably acceptable to both the Administrative Agent and the Company or from existing Lenders in an amount in excess of such Lender’s ratable share of such Facility Increase;
(h) in the event that any existing Lender or any new lender commits to such requested Facility Increase, (i) any new lender will execute an accession agreement to this Agreement, (ii) the Commitment of any existing Lender that has committed to provide any of the requested increase shall be increased, (iii) the Pro Rata Shares of the Lenders shall be adjusted, (iv) the Borrowers shall make such borrowings and repayments as shall be necessary to affect the reallocation of the Commitments (and the Borrowers shall pay any amounts due under Section 4.6 in connection therewith), and (v) other changes shall be made after giving pro forma effect to the Loan Documents as may be necessary to reflect New Commitments, such Advances and such prepayments, each Lender holds Advances on a pro rata basis based on the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or make new commitments in response to the Company’s request for an increase pursuant to this Section 2.7 amount of total Commitments. Seventh Amended and which other changes do not adversely affect the rights of those Lenders not participating in the increase other than a change in the Lenders’ Pro Rata Shares to reflect the Facility Increase;
(i) if the Aggregate Commitment is increased in accordance with this Section 2.7, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such Facility Increase and the Administrative Agent shall promptly notify the Administrative Borrower and the Lenders of the final allocation of such Facility Increase and Increase Effective Date;
(j) the Administrative Agent and the Lenders shall have received any fees and expenses payable by the Loan Parties in respect of such Facility Increase; and
(k) each Facility Increase shall be subject to all of the terms and conditions of this Agreement, and shall be secured by the Collateral and guaranteed by Guarantors pursuant to the terms hereof.Restated Credit Agreement 65
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Optional Increase of Commitments. At any time following To the extent that the total Commitments for all Lenders is less than $1,350,000,000 on the Closing Date, the Company shall have the rightBorrower may, from time to time and upon not less than fifteen (15) Business Days (or such shorter period of time as agreed to by the Administrative Agent in its sole discretion) prior written notice to the Administrative Agent and the Lenders (which notice shall not obligate a “New Commitment Notice”), elect to request an increase to the Company to increase the Aggregate Commitment) to increase the Aggregate Commitment existing Commitments (each any such increase, the “New Commitments”) in a “Facility Increase”)minimum amount of $5,000,000 and up to an amount equal to the difference between $1,350,000,000 and the Commitments as of the date prior to the making of such New Commitments. Each Lender shall have 5 Business Days from receipt of such New Commitment Notice to elect to provide all or a portion of the New Commitments; provided that:
, in the event that the total New Commitments requested to be provided by the Lenders exceeds the maximum amount of the New Commitments requested by the Borrower, each Lender’s portion of the New Commitments shall be reduced pro rata based on the percentage that such Lender’s proposed commitments bears to the total amount of New Commitments requested by all Lenders. Each such New Commitment Notice shall specify the date (aeach, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a Payment Date that is not less than 10 Business Days after the date on which such New Commitment Notice is delivered to the Administrative Agent and the Lenders. Following the expiration of the Lenders exclusivity period the Borrower shall be entitled to solicit New Commitments for other Persons that are not existing Lenders that are Eligible Assignees (each, a “New Lender”). No later than 2 Business Days prior to the Increased Amount Date the Borrower shall notify the Administrative Agent and each Lender of (i) the identity of each existing Lender (each, an “Increasing Lender”) and each New Lender and (ii) the portion of such New Commitments to be allocated to such New Lenders and Increasing Lenders; provided that, for the avoidance of doubt, any existing Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment; provided further that (x) no Default or Event of Default shall have occurred and be continuing exist on such Increased Amount Date before or would result from any such requested Facility Increase or borrowings thereunder;
(b) all representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Facility Increase and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification thereinsuch New Commitments and (y) in all respects on such respective dates;
(c) each Facility Increase the New Commitments shall be in effected pursuant to one or more Accession Agreements executed and delivered by the Borrower, the New Lender or Increasing Lender, as applicable, and the Administrative Agent. On any Increased Amount Date on which New Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, the Borrower shall borrow from the New Lenders and Increasing Lenders an aggregate principal amount of at least $5,000,000 or a whole multiple new Advances the proceeds of $1,000,000 in excess thereof;
(d) which will be applied to prepay the aggregate amount of all Facility Increases made pursuant to this Section 2.7 shall not exceed $25,000,000;
(e) Facility Increases shall not increase or otherwise affect the Letter of Credit Limit or the Swingline Limit;
(f) the Commitment of any Lender shall not be increased without the approval of such Lender;
(g) in connection with each proposed Facility Increase, the Company shall first provide all then existing Lenders with an opportunity to commit to such Facility Increase on a ratable basis (provided that no Lender shall have an obligation to commit to all or a portion outstanding Advances of the proposed Facility Increase) and, if, within ten (10) Business Days after the Company has delivered notice thereof to such existing Lenders, sufficient commitments cannot be obtained from such existing Lenders (it being agreed in each case so that any Lender that does not deliver a notice of such Lender’s intention to commit to such Facility Increase within such period shall be deemed to have declined to commit to such Facility Increase), then the Company may seek commitments from other Eligible Assignees that are reasonably acceptable to both the Administrative Agent and the Company or from existing Lenders in an amount in excess of such Lender’s ratable share of such Facility Increase;
(h) in the event that any existing Lender or any new lender commits to such requested Facility Increase, (i) any new lender will execute an accession agreement to this Agreement, (ii) the Commitment of any existing Lender that has committed to provide any of the requested increase shall be increased, (iii) the Pro Rata Shares of the Lenders shall be adjusted, (iv) the Borrowers shall make such borrowings and repayments as shall be necessary to affect the reallocation of the Commitments (and the Borrowers shall pay any amounts due under Section 4.6 in connection therewith), and (v) other changes shall be made after giving pro forma effect to the Loan Documents as may be necessary to reflect New Commitments, such Advances and such prepayments, each Lender holds Advances on a pro rata basis based on the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or make new commitments in response to the Company’s request for an increase pursuant to this Section 2.7 and which other changes do not adversely affect the rights amount of those Lenders not participating in the increase other than a change in the Lenders’ Pro Rata Shares to reflect the Facility Increase;
(i) if the Aggregate Commitment is increased in accordance with this Section 2.7, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such Facility Increase and the Administrative Agent shall promptly notify the Administrative Borrower and the Lenders of the final allocation of such Facility Increase and Increase Effective Date;
(j) the Administrative Agent and the Lenders shall have received any fees and expenses payable by the Loan Parties in respect of such Facility Increase; and
(k) each Facility Increase shall be subject to all of the terms and conditions of this Agreement, and shall be secured by the Collateral and guaranteed by Guarantors pursuant to the terms hereoftotal Commitments.
Appears in 1 contract
Optional Increase of Commitments. At The Borrower may at any time following the Closing Date, the Company shall have the right, and from time to time and time, upon not less than fifteen five (155) Business Days (or such shorter period of time as agreed to by the Administrative Agent in its sole discretion) days’ prior written notice to the Administrative Agent (which notice shall not obligate the Company to Agent, increase the Aggregate CommitmentCommitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Commitments from any existing Lender with a Commitment or new Commitments from any other Person selected by the Borrower and reasonably acceptable to increase the Aggregate Commitment (each such increaseAdministrative Agent, a “Facility Increase”)the Swing Line Lender and the Issuers; provided that:
(ai) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof;
(ii) no Default or Event of Unmatured Default shall have occurred exist and be continuing or would result from at the time of any such requested Facility Increase or borrowings thereunderincrease;
(biii) all representations and warranties contained herein and in the other Loan Documents no existing Lender shall be true under any obligation to increase its Commitment and correct any such decision whether to increase its Commitment shall be in all material respects with such Lender’s sole and absolute discretion;
(iv) (A) any new Lender shall join this Agreement by executing such joinder documents required by the same effect Administrative Agent and/or (B) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent;
(v) as though a condition precedent to such representations increase, the Borrower shall deliver to the Administrative Agent (A) a certificate of each of the Borrower, KCPL and warranties had been made on and KCPL GMO dated as of the date of such Facility Increase increase (in sufficient copies for each Lender) signed by an Authorized Officer of such Person certifying and attaching the resolutions adopted by such Person approving or consenting to such increase, and (B) a certificate of the Borrower certifying that, before and after giving effect theretoto such increase, except to (x) the extent that such representations and warranties expressly relate solely to an earlier date (contained in which case such representations Article V and warranties shall have been the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date), and (y) no Default or Unmatured Default exists as of such date; provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct and
(vi) after giving effect to the increase in the Commitments (but without giving effect to any qualification therein) increase in all respects on such respective dates;
(c) each Facility Increase shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $1,000,000 in excess thereof;
the Commitments pursuant to Sections 2.6(c), (d) the aggregate amount of all Facility Increases made pursuant to this Section 2.7 shall not exceed $25,000,000;
), (e) Facility Increases shall not increase ), or otherwise affect the Letter of Credit Limit or the Swingline Limit;
(f) )), the Aggregate Commitment of any Lender shall not be increased without greater than FOUR HUNDRED MILLION DOLLARS ($400,000,000). The Borrower shall prepay any Loans owing by it and outstanding on the approval date of any such Lender;
(g) in connection increase with each proposed Facility Increase, the Company shall first provide all then existing Lenders with an opportunity proceeds required to commit to such Facility Increase on a ratable basis (provided that no Lender shall have an obligation to commit to all or a portion of the proposed Facility Increase) and, if, within ten (10) Business Days after the Company has delivered notice thereof to such existing Lenders, sufficient commitments cannot be obtained from such existing Lenders (it being agreed that advanced by any Lender that does not deliver increasing its, or any Person providing a notice of such Lender’s intention new, Commitment under this Section (and pay any additional amounts required pursuant to commit Article III) to such Facility Increase within such period shall be deemed the extent necessary to have declined to commit to such Facility Increase), then keep the Company may seek commitments outstanding Loans ratable with any revised Commitments arising from other Eligible Assignees that are reasonably acceptable to both the Administrative Agent and the Company or from existing Lenders in an amount in excess of such Lender’s ratable share of such Facility Increase;
(h) any nonratable increase in the event that any existing Lender or any new lender commits to such requested Facility Increase, (i) any new lender will execute an accession agreement to Commitments under this Agreement, (ii) the Commitment of any existing Lender that has committed to provide any of the requested increase shall be increased, (iii) the Pro Rata Shares of the Lenders shall be adjusted, (iv) the Borrowers shall make such borrowings and repayments as shall be necessary to affect the reallocation of the Commitments (and the Borrowers shall pay any amounts due under Section 4.6 in connection therewith), and (v) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or make new commitments in response to the Company’s request for an increase pursuant to this Section 2.7 and which other changes do not adversely affect the rights of those Lenders not participating in the increase other than a change in the Lenders’ Pro Rata Shares to reflect the Facility Increase;
(i) if the Aggregate Commitment is increased in accordance with this Section 2.7, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such Facility Increase and the Administrative Agent shall promptly notify the Administrative Borrower and the Lenders of the final allocation of such Facility Increase and Increase Effective Date;
(j) the Administrative Agent and the Lenders shall have received any fees and expenses payable by the Loan Parties in respect of such Facility Increase; and
(k) each Facility Increase shall be subject to all of the terms and conditions of this Agreement, and shall be secured by the Collateral and guaranteed by Guarantors pursuant to the terms hereofSection.
Appears in 1 contract
Optional Increase of Commitments. At The Borrower may at any time following the Closing Date, the Company shall have the right, and from time to time and time, upon not less than fifteen five (155) Business Days (or such shorter period of time as agreed to by the Administrative Agent in its sole discretion) days’ prior written notice to the Administrative Agent (which notice shall not obligate the Company to Agent, increase the Aggregate CommitmentCommitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Commitments from any existing Lender with a Commitment or new Commitments from any other Person selected by the Borrower and reasonably acceptable to increase the Aggregate Commitment (each such increaseAdministrative Agent, a “Facility Increase”)the Swing Line Lender and the Issuers; provided that:
(ai) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof;
(ii) no Default or Event of Unmatured Default shall have occurred exist and be continuing or would result from at the time of any such requested Facility Increase or borrowings thereunderincrease;
(biii) all representations and warranties contained herein and in the other Loan Documents no existing Lender shall be true under any obligation to increase its Commitment and correct any such decision whether to increase its Commitment shall be in all material respects with such Lender’s sole and absolute discretion;
(iv) (A) any new Lender shall join this Agreement by executing such joinder documents required by the same effect Administrative Agent and/or (B) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent;
(v) as though a condition precedent to such representations increase, the Borrower shall deliver to the Administrative Agent (A) a certificate of each of the Borrower, the Guarantor and warranties had been made on and KCPL dated as of the date of such Facility Increase increase (in sufficient copies for each Lender) signed by an Authorized Officer of such Person certifying and attaching the resolutions adopted by such Person approving or consenting to such increase, and (B) a certificate of the Borrower certifying that, before and after giving effect theretoto such increase, except to (x) the extent that such representations and warranties expressly relate solely to an earlier date (contained in which case such representations Article VI and warranties shall have been the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date), and (y) no Default or Unmatured Default exists as of such date; provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct and
(vi) after giving effect to the increase in the Commitments (but without giving effect to any qualification thereinincrease in the Commitments pursuant to Sections 2.6(c) in all respects on such respective dates;
(c) each Facility Increase shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $1,000,000 in excess thereof;
(d) )), the aggregate amount of all Facility Increases made pursuant to this Section 2.7 shall not exceed $25,000,000;
(e) Facility Increases shall not increase or otherwise affect the Letter of Credit Limit or the Swingline Limit;
(f) the Aggregate Commitment of any Lender shall not be increased without greater than SIX HUNDRED AND FIFTY MILLION DOLLARS ($650,000,000). The Borrower shall prepay any Loans owing by it and outstanding on the approval date of any such Lender;
(g) in connection increase with each proposed Facility Increase, the Company shall first provide all then existing Lenders with an opportunity proceeds required to commit to such Facility Increase on a ratable basis (provided that no Lender shall have an obligation to commit to all or a portion of the proposed Facility Increase) and, if, within ten (10) Business Days after the Company has delivered notice thereof to such existing Lenders, sufficient commitments cannot be obtained from such existing Lenders (it being agreed that advanced by any Lender that does not deliver increasing its, or any Person providing a notice of such Lender’s intention new, Commitment under this Section (and pay any additional amounts required pursuant to commit Article III) to such Facility Increase within such period shall be deemed the extent necessary to have declined to commit to such Facility Increase), then keep the Company may seek commitments outstanding Loans ratable with any revised Commitments arising from other Eligible Assignees that are reasonably acceptable to both the Administrative Agent and the Company or from existing Lenders in an amount in excess of such Lender’s ratable share of such Facility Increase;
(h) any nonratable increase in the event that any existing Lender or any new lender commits to such requested Facility Increase, (i) any new lender will execute an accession agreement to Commitments under this Agreement, (ii) the Commitment of any existing Lender that has committed to provide any of the requested increase shall be increased, (iii) the Pro Rata Shares of the Lenders shall be adjusted, (iv) the Borrowers shall make such borrowings and repayments as shall be necessary to affect the reallocation of the Commitments (and the Borrowers shall pay any amounts due under Section 4.6 in connection therewith), and (v) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or make new commitments in response to the Company’s request for an increase pursuant to this Section 2.7 and which other changes do not adversely affect the rights of those Lenders not participating in the increase other than a change in the Lenders’ Pro Rata Shares to reflect the Facility Increase;
(i) if the Aggregate Commitment is increased in accordance with this Section 2.7, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such Facility Increase and the Administrative Agent shall promptly notify the Administrative Borrower and the Lenders of the final allocation of such Facility Increase and Increase Effective Date;
(j) the Administrative Agent and the Lenders shall have received any fees and expenses payable by the Loan Parties in respect of such Facility Increase; and
(k) each Facility Increase shall be subject to all of the terms and conditions of this Agreement, and shall be secured by the Collateral and guaranteed by Guarantors pursuant to the terms hereofSection.
Appears in 1 contract
