Common use of Revolving Credit Commitment Increases Clause in Contracts

Revolving Credit Commitment Increases. Upon each Revolving Credit Commitment Increase pursuant to this Article III, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit and (B) participation interests hereunder in Swing Line Loans, in each case, held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Amended Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

Appears in 3 contracts

Samples: Credit Agreement (Be Aerospace Inc), Credit Agreement (Be Aerospace Inc), Credit Agreement (Be Aerospace Inc)

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Revolving Credit Commitment Increases. Upon each Revolving Credit Commitment Increase pursuant to this Article III3, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit LenderXxxxxx’s participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit and (B) participation interests hereunder in Swing Line Loans, in each case, held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Amended Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

Appears in 3 contracts

Samples: Credit Agreement (KLX Energy Services Holdings, Inc.), Credit Agreement (NGL Energy Partners LP), Credit Agreement (KLX Energy Services Holdings, Inc.)

Revolving Credit Commitment Increases. (i) Upon each Revolving Credit Commitment Increase with respect to the U.S. Revolving Credit Facility pursuant to this Article IIISection, (iA) each U.S. Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing U.S. Revolving Credit Lender, if any, and each Incremental Additional Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “U.S. Revolving Credit Commitment Increase Lender”), and each such U.S. Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such U.S. Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit and (B) participation interests hereunder in Swing Line LoansCredit, in each case, held by each U.S. Revolving Credit Lender (including each such U.S. Revolving Credit Commitment Increase Lender) will equal such U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment Percentage and (iiB) if, on the date of such Revolving Credit Commitment Increase, there are any U.S. Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole reasonable discretion and in consultation with the CompanyBorrower Representative, reasonably necessary and appropriate to result in each U.S. Revolving Credit Lender (including each U.S. Revolving Credit Commitment Increase Lender) having a pro-pro rata share of the outstanding U.S. Revolving Credit Loans based on each such U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the U.S. Revolving Credit Loans being prepaid and any costs incurred by any U.S. Revolving Credit Lender in accordance with Section 5.213.05. The Administrative Agent and the U.S. Revolving Credit Lenders hereby agree that the minimum borrowing, pro-pro rata borrowing and pro-pro rata payment requirements contained elsewhere in this Amended Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

Appears in 3 contracts

Samples: Credit Agreement (Masonite International Corp), Credit Agreement (Masonite International Corp), Credit Agreement (Masonite International Corp)

Revolving Credit Commitment Increases. Upon each Revolving Credit Commitment Increase pursuant to this Article III3, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit and (B) participation interests hereunder in Swing Line Loans, in each case, held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Amended Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

Appears in 3 contracts

Samples: Credit Agreement (NGL Energy Partners LP), Credit Agreement (NGL Energy Partners LP), Credit Agreement (KLX Energy Services Holdings, Inc.)

Revolving Credit Commitment Increases. Upon each Revolving Credit Commitment Increase pursuant to this Article III3, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit and (B) participation interests hereunder in Swing Line Loans, in each case, held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Amended Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

Appears in 2 contracts

Samples: Credit Agreement (KLX Inc.), Credit Agreement (KLX Inc.)

Revolving Credit Commitment Increases. Upon (a) The Borrower may from time to time, by written notice (a “Notice of Increase”) to the Administrative Agent (which shall promptly deliver a copy to each of the Revolving Credit Lenders), request that new Revolving Credit Commitments of any Class be extended or existing Revolving Credit Commitments of any Class be increased by one or more financial institutions, which may include any Revolving Credit Lender (any such financial institution, an “Increasing Revolving Credit Lender”) (any such extension or increase, a “Revolving Credit Commitment Increase”); provided that (i) the terms of the Revolving Credit Commitments under the Revolving Credit Commitment Increase shall be identical to the existing Revolving Credit Commitments of the applicable Class, except for any upfront fees paid to Increasing Revolving Credit Lenders; (ii) the aggregate amount of Revolving Credit Commitment Increases effected pursuant to this paragraph shall not exceed $250,000,000; (iii) each Revolving Credit Commitment Increase pursuant shall be in an aggregate principal amount of not less than $25,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Article III, Section 2.26(a); (iiv) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit and (B) participation interests hereunder in Swing Line Loans, in each case, held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of any such Revolving Credit Commitment Increase, there are any except as otherwise specified in the applicable Revolving Credit Loans outstandingAccession Agreement, the Administrative Agent shall take have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those steps which it deems, in its sole discretion delivered on the Closing Date under Section 4.02 of the Original Credit Agreement and in consultation with (v) at the Company, necessary and appropriate to result in time of each Revolving Credit Lender (including each such Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage request and immediately after giving effect to the effectiveness of each such Revolving Credit Commitment Increase, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received certificates to that effect dated such dates and executed by a Financial Officer of the Borrower. Such Notice of Increase shall set forth the amount of the requested Revolving Credit Commitment Increase and the date on which such Revolving Credit Commitment Increase is requested to become effective (which shall be not less than ten Business Days or more than 60 days after the date of such Notice of Increase unless otherwise agreed to by the Administrative Agent). The Borrower may arrange for one or more Revolving Credit Lenders or one or more other financial institutions to act as Increasing Revolving Credit Lenders with respect to the proposed Revolving Credit Commitment Increase; provided that any prepayment made in connection with the taking of any such steps each Increasing Revolving Credit Lender shall be accompanied by accrued interest on subject to the approval of the Administrative Agent, each Issuing Bank and the Swingline Lender (which approvals shall not be unreasonably withheld, conditioned or delayed) and each Increasing Revolving Credit Loans being prepaid Lender shall become a party to this Agreement by completing and any costs incurred by any Lender delivering to the Administrative Agent a duly executed accession agreement in accordance with Section 5.21. The a form reasonably satisfactory to the Administrative Agent and the Lenders hereby agree that Borrower (a “Revolving Accession Agreement”). Revolving Credit Commitment Increases shall become effective on the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere date specified in this Amended Agreement shall not apply to any transaction that may be effected the Notice of Increase delivered pursuant to this paragraph (but not prior to, for any Increasing Revolving Credit Lender that is not already a Revolving Credit Lender, execution and delivery by such Increasing Revolving Credit Lender of a Revolving Accession Agreement). Upon the immediately preceding sentenceeffectiveness of any Revolving Accession Agreement to which any Increasing Revolving Credit Lender is a party, such Increasing Revolving Credit Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges, and subject to all obligations, of a Revolving Credit Lender hereunder.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Community Health Systems Inc)

Revolving Credit Commitment Increases. Upon (a) The Borrower may from time to time, by written notice (a “Notice of Increase”) to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request that new Commitments of any class be extended or existing Commitments of any class be increased by one or more financial institutions, which may include any Lender (any such financial institution, an “Increasing Lender”) (any such extension or increase, a “Revolving Credit Commitment Increase”); provided that (i) the terms of the Revolving Credit Commitments under the Revolving Credit Commitment Increase shall be identical to the existing Commitments of the applicable class, except for any upfront or similar fees paid to Increasing Lenders; provided that (A) if the Lenders providing such Revolving Credit Commitment Increase and the Borrower so agree, such Revolving Credit Commitment Increase may be in the form of a “first in last out” class and (B) the pricing, premiums, rate floors and commitment fees applicable to the existing Commitments of the applicable class shall be increased to be equal to the pricing, premiums, rate floors and commitment fees applicable to such Revolving Credit Commitment Increase; (ii) the aggregate amount of any Revolving Credit Commitment Increase effected pursuant to this Section 2.26(a) shall not exceed $200,000,000; (iii) each Revolving Credit Commitment Increase pursuant shall be in an aggregate principal amount of not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree in its sole discretion), except to the extent necessary to utilize the remaining unused amount of increase permitted under this Article III, Section 2.26(a); (iiv) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit and (B) participation interests hereunder in Swing Line Loans, in each case, held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of any such Revolving Credit Commitment Increase, there are any except as otherwise specified in the applicable Revolving Credit Loans outstandingAccession Agreement, the Administrative Agent shall take have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those steps which it deemsdelivered on the Restatement Date under Section 3 of the Restatement Agreement, in its sole discretion and in consultation with (v) at the Company, necessary and appropriate to result in time of each Revolving Credit Lender (including each such Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage request and immediately after giving effect to the effectiveness of each such Revolving Credit Commitment Increase, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied, and the Administrative Agent shall have received certificates to that effect dated such dates and executed by a Financial Officer of the Borrower and (vi) any Lender offered or approached to provide all or a portion of any Revolving Credit Commitment Increase may elect or decline, in its sole discretion, to provide any such Revolving Credit Commitment Increase. Such Notice of Increase shall set forth the amount of the requested Revolving Credit Commitment Increase and the date on which such Revolving Credit Commitment Increase is requested to become effective. The Borrower may arrange for one or more Lenders or one or more other financial institutions to act as Increasing Lenders with respect to the proposed Revolving Credit Commitment Increase; provided that any prepayment made in connection with the taking of any such steps each Increasing Lender shall be accompanied subject to the approval of the Administrative Agent, each Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed) and each Increasing Lender shall become a party to this Agreement by accrued interest on completing and delivering to the Revolving Credit Loans being prepaid and any costs incurred by any Lender Administrative Agent a duly executed accession agreement in accordance with Section 5.21. The a form reasonably satisfactory to the Administrative Agent and the Lenders hereby agree that Borrower (a “Revolving Accession Agreement”). Revolving Credit Commitment Increases shall become effective on the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere date specified in this Amended Agreement shall not apply to any transaction that may be effected the Notice of Increase delivered pursuant to this paragraph (but not prior to, for any Increasing Lender that is not already a Lender, execution and delivery by such Increasing Lender of a Revolving Accession Agreement). Upon the immediately preceding sentenceeffectiveness of any Revolving Accession Agreement to which any Increasing Lender is a party, such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges, and subject to all obligations, of a Lender hereunder.

Appears in 2 contracts

Samples: Abl Credit Agreement (Community Health Systems Inc), Abl Credit Agreement (Community Health Systems Inc)

Revolving Credit Commitment Increases. Upon each Revolving Credit Commitment Increase pursuant to this Article IIISection 2.14, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Additional Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests Participation Interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interestsParticipation Interests, the percentage of the aggregate outstanding (A) participation interests Participation Interests hereunder in Letters of Credit and (B) participation interests Participation Interests hereunder in Swing Line Swingline Loans, in each case, held by each Revolving Credit Lender (including each such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the CompanyU.S. Borrower, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-pro rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.213.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-pro rata borrowing and pro-pro rata payment requirements contained elsewhere in this Amended Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

Appears in 2 contracts

Samples: Credit Agreement (Life Technologies Corp), Credit Agreement (Life Technologies Corp)

Revolving Credit Commitment Increases. Upon (a) The Borrower may from time to time, by written notice (a “Notice of Increase”) to the Administrative Agent (which shall promptly deliver a copy to each of the Revolving Credit Lenders), request that new Revolving Credit Commitments of any Class be extended or existing Revolving Credit Commitments of any Class be increased by one or more financial institutions, which may include any Revolving Credit Lender (any such financial institution, an “Increasing Revolving Credit Lender”) (any such extension or increase, a “Revolving Credit Commitment Increase”); provided that (i) the terms of the Revolving Credit Commitments under the Revolving Credit Commitment Increase shall be identical to the existing Revolving Credit Commitments of the applicable Class, except for any upfront fees paid to Increasing Revolving Credit Lenders; (ii) at the time of effectiveness of any Revolving Credit Commitment Increase effected pursuant to this Article III, paragraph (iA) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case providing a portion the amount of such Revolving Credit Commitment Increase shall not exceed the Incremental Amount and (B) the aggregate amount of Revolving Credit Commitment Increases effected pursuant to this paragraph shall not exceed the greater of (x) $750,000,000 and (y) an amount equal to 50% of Consolidated EBITDA for the most recently ended four-quarter period for which financial statements have been delivered in accordance with Section 5.04(a) or (b); (iii) each a “Revolving Credit Commitment Increase Lender”shall be in an aggregate principal amount of not less than $25,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.26(a), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed ; (iv) prior to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit and (B) participation interests hereunder in Swing Line Loans, in each case, held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of any such Revolving Credit Commitment Increase, there are any except as otherwise specified in the applicable Revolving Credit Loans outstandingAccession Agreement, the Administrative Agent shall take have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those steps which it deems, in its sole discretion delivered on the Closing Date under Section 4.02 of the Original Credit Agreement and in consultation with (v) at the Company, necessary and appropriate to result in time of each Revolving Credit Lender (including each such Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage request and immediately after giving effect to the effectiveness of each such Revolving Credit Commitment Increase, the applicable conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received certificates to that effect dated such dates and executed by a Financial Officer of the Borrower. Such Notice of Increase shall set forth the amount of the requested Revolving Credit Commitment Increase and the date on which such Revolving Credit Commitment Increase is requested to become effective. The Borrower may arrange for one or more Revolving Credit Lenders or one or more other financial institutions to act as Increasing Revolving Credit Lenders with respect to the proposed Revolving Credit Commitment Increase; provided that any prepayment made in connection with the taking of any such steps each Increasing Revolving Credit Lender shall be accompanied by accrued interest on subject to the approval of the Administrative Agent, each Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed) and each Increasing Revolving Credit Loans being prepaid Lender shall become a party to this Agreement by completing and any costs incurred by any Lender delivering to the Administrative Agent a duly executed accession agreement in accordance with Section 5.21. The a form reasonably satisfactory to the Administrative Agent and the Lenders hereby agree that Borrower (a “Revolving Accession Agreement”). Revolving Credit Commitment Increases shall become effective on the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere date specified in this Amended Agreement shall not apply to any transaction that may be effected the Notice of Increase delivered pursuant to this paragraph (but not prior to, for any Increasing Revolving Credit Lender that is not already a Revolving Credit Lender, execution and delivery by such Increasing Revolving Credit Lender of a Revolving Accession Agreement). Upon the immediately preceding sentenceeffectiveness of any Revolving Accession Agreement to which any Increasing Revolving Credit Lender is a party, such Increasing Revolving Credit Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges, and subject to all obligations, of a Revolving Credit Lender hereunder.

Appears in 1 contract

Samples: Credit Agreement (Community Health Systems Inc)

Revolving Credit Commitment Increases. Upon each Revolving Credit Commitment Increase pursuant to this Article IIISection 2.14, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Additional Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests Participation Interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interestsParticipation Interests, the percentage of the aggregate outstanding (A) participation interests Participation Interests hereunder in Letters of Credit and (B) participation interests Participation Interests hereunder in Swing Line Swingline Loans, in each case, held by each Revolving Credit Lender (including each such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the CompanyBorrower, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-pro rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.213.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-pro rata borrowing and pro-pro rata payment requirements contained elsewhere in this Amended Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

Appears in 1 contract

Samples: Credit Agreement (Life Technologies Corp)

Revolving Credit Commitment Increases. Upon (a) The Borrower may from time to time, by written notice (a “Notice of Increase”) to the Administrative Agent (which shall promptly deliver a copy to each of the Revolving Credit Lenders), request that new Revolving Credit Commitments of any Class be extended or existing Revolving Credit Commitments of any Class be increased by one or more financial institutions, which may include any Revolving Credit Lender (any such financial institution, an “Increasing Revolving Credit Lender”) (any such extension or increase, a “Revolving Credit Commitment Increase”); provided that (i) the terms of the Revolving Credit Commitments under the Revolving Credit Commitment Increase shall be identical to the existing Revolving Credit Commitments of the applicable Class, except for any upfront fees paid to Increasing Revolving Credit Lenders; (ii) at the time of effectiveness of any Revolving Credit Commitment Increase effected pursuant to this Article III, (iSection 2.26(a) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case providing a portion the amount of such Revolving Credit Commitment Increase shall not exceed the Incremental Amount; (iii) each a “Revolving Credit Commitment Increase Lender”shall be in an aggregate principal amount of not less than $25,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.26(a), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed ; (iv) prior to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit and (B) participation interests hereunder in Swing Line Loans, in each case, held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of any such Revolving Credit Commitment Increase, there are any except as otherwise specified in the applicable Revolving Credit Loans outstandingAccession Agreement, the Administrative Agent shall take have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those steps which it deems, in its sole discretion delivered on the Closing Date under Section 4.02 of the Original Credit Agreement and in consultation with (v) at the Company, necessary and appropriate to result in time of each Revolving Credit Lender (including each such Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage request and immediately after giving effect to the effectiveness of each such Revolving Credit Commitment Increase, the applicable conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received certificates to that effect dated such dates and executed by a Financial Officer of the Borrower. Such Notice of Increase shall set forth the amount of the requested Revolving Credit Commitment Increase and the date on which such Revolving Credit Commitment Increase is requested to become effective. The Borrower may arrange for one or more Revolving Credit Lenders or one or more other financial institutions to act as Increasing Revolving Credit Lenders with respect to the proposed Revolving Credit Commitment Increase; provided that any prepayment made in connection with the taking of any such steps each Increasing Revolving Credit Lender shall be accompanied by accrued interest on subject to the approval of the Administrative Agent, each Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed) and each Increasing Revolving Credit Loans being prepaid Lender shall become a party to this Agreement by completing and any costs incurred by any Lender delivering to the Administrative Agent a duly executed accession agreement in accordance with Section 5.21. The a form reasonably satisfactory to the Administrative Agent and the Lenders hereby agree that Borrower (a “Revolving Accession Agreement”). Revolving Credit Commitment Increases shall become effective on the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere date specified in this Amended Agreement shall not apply to any transaction that may be effected the Notice of Increase delivered pursuant to this paragraph (but not prior to, for any Increasing Revolving Credit Lender that is not already a Revolving Credit Lender, execution and delivery by such Increasing Revolving Credit Lender of a Revolving Accession Agreement). Upon the immediately preceding sentenceeffectiveness of any Revolving Accession Agreement to which any Increasing Revolving Credit Lender is a party, such Increasing Revolving Credit Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges, and subject to all obligations, of a Revolving Credit Lender hereunder.

Appears in 1 contract

Samples: Intercreditor Agreement (Community Health Systems Inc)

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Revolving Credit Commitment Increases. Upon (a) Subject to Section 4.04, the Borrower and any one or more Revolving Credit Lenders (including New Revolving Credit Lenders (as defined below)) may, from time to time, without the consent of any other Lender, the Administrative Agent or any Issuing Bank (but with the consent of (i) the Administrative Agent and each Issuing Bank with respect to any New Revolving Credit Lender and (ii) each Issuing Bank with respect to any increase of the Revolving Credit Commitment Increase pursuant to this Article III, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each of any existing Lender, if any, and each Incremental Lender, if any, in each case providing such consent not to be unreasonably withheld, delayed or conditioned), agree that such Revolving Credit Lenders (including New Revolving Credit Lenders) shall provide additional Revolving Credit Commitments or increase the amount of their Revolving Credit Commitments (each, a portion “Revolving Credit Commitment Increase”, and such Revolving Credit Lenders and New Revolving Credit Lenders being collectively referred to as the “Increasing Revolving Credit Lenders”) by executing and delivering to the Administrative Agent an Incremental Commitment Activation Notice specifying (i) the amount of such Revolving Credit Commitment Increase and (each a “ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the aggregate amount of Revolving Credit Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, Increases obtained after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit Closing Date shall not exceed $500,000,000 and (B) participation interests hereunder in Swing Line Loans, in each case, held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share shall be in an integral multiple of the outstanding $5,000,000 and not less than $25,000,000. No Revolving Credit Loans based on each Lender shall have any obligation to participate in any Revolving Credit Commitment Increase unless it agrees to do so in its sole discretion. Any bank, financial institution or other entity that is eligible to be an assignee under Section 10.04 (and has provided to the Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to such entity) that elects to become a “Revolving Credit Lender’s ” under this Agreement in connection with any Revolving Credit Commitment Percentage immediately after giving effect to such Increase shall execute a New Revolving Credit Commitment IncreaseLender Supplement (each, provided that any prepayment made a “New Revolving Credit Lender Supplement”), substantially in connection with the taking form of any Exhibit F-2, whereupon such steps bank, financial institution or other entity (a “New Revolving Credit Lender”) shall become a Revolving Credit Lender for all purposes and to the same extent as if originally a party hereto and shall be accompanied bound by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Amended Agreement shall not apply to any transaction that may be effected pursuant entitled to the immediately preceding sentencebenefits of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Marathon Petroleum Corp)

Revolving Credit Commitment Increases. Upon each Revolving Credit Commitment Increase pursuant to this Article IIISection, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Additional Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit and (B) participation interests hereunder in Swing Line Loans, in each case, held by each Revolving Credit Lender (including each such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the CompanyBorrower, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-pro rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.213.5. If, in connection with any Revolving Credit Commitment Increase, the Revolving Credit Commitment Increase Lenders receive upfront or similar fees as the result of which the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Revolving Credit Commitment Increase Lenders but not arranger fees) relating to any Revolving Credit Commitment Increase exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all existing Revolving Credit Lenders but not arranger fees) relating to the then existing Revolving Credit Facility immediately prior to the effectiveness of the applicable Additional Facility Amendment by more than 0.50%, the existing Revolving Credit Lenders shall be entitled to receive upfront or similar fees, such that Applicable Rate relating to the outstanding Revolving Credit Facility be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Revolving Credit Commitment Increase Lenders but not arranger fees) relating to such Revolving Credit Commitment Increase minus 0.50%. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-pro rata borrowing and pro-pro rata payment requirements contained elsewhere in this Amended Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

Appears in 1 contract

Samples: Credit Agreement (United Components Inc)

Revolving Credit Commitment Increases. Upon The Borrower may, at any time following the Effective Date by notice to the Administrative Agent, propose an increase in the aggregate amount of the Revolving Credit Commitments hereunder (each such proposed increase being a “Revolving Credit Commitment Increase”) either by having an existing Revolving Credit Lender increase its Revolving Credit Commitment then in effect (each an “Increasing Revolving Credit Lender”) or by adding as a new Revolving Credit Lender with a new Dollar Revolving Credit Sub-Commitment or a new Multicurrency Revolving Sub-Commitment hereunder any Person which is not then a Dollar Revolving Credit Lender or a Multicurrency Revolving Credit Lender, as applicable (each an “Assuming Revolving Credit Lender”), in each case with the approval of the Administrative Agent (which shall not be unreasonably withheld), which notice shall specify the name of each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Lender, as applicable, the amount of the Revolving Credit Commitment Increase pursuant to this Article III, (iand whether such increase is in respect of the Dollar Revolving Credit Sub-Commitment or the Multicurrency Revolving Credit Sub-Commitment) and the portion thereof being assumed by each such Increasing Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing or Assuming Revolving Credit Lender, if any, and each Incremental Lender, if any, in each case providing a portion of the date on which such Revolving Credit Commitment Increase is to be effective (each a the “Revolving Credit Commitment Increase LenderDate), and each such Revolving Commitment Increase Lender will automatically and without further act ) (which shall be deemed to have assumed, a portion Business Day at least three Business Days after delivery of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit notice and Swing Line Loans such that, after giving effect 30 days prior to such Revolving Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit and (B) participation interests hereunder in Swing Line Loans, in each case, held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, Termination Date); provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Amended Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.that:

Appears in 1 contract

Samples: Credit Agreement (Teleflex Inc)

Revolving Credit Commitment Increases. Upon each Revolving Credit Commitment Increase pursuant to this Article III3, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit LenderLxxxxx’s participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit and (B) participation interests hereunder in Swing Line Loans, in each case, held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Amended Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

Appears in 1 contract

Samples: Credit Agreement (NGL Energy Partners LP)

Revolving Credit Commitment Increases. Upon (a) Subject to Section 4.04, the Borrower and any one or more Revolving Credit Lenders (including New Revolving Credit Lenders (as defined below)) may, from time to time, without the consent of any other Lender, the Administrative Agent or any Issuing Bank (but with the consent of (i) the Administrative Agent and each Issuing Bank with respect to any New Revolving Credit Lender and (ii) each Issuing Bank with respect to any increase of the Revolving Credit Commitment Increase pursuant to this Article III, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each of any existing Lender, if any, and each Incremental Lender, if any, in each case providing such consent not to be unreasonably withheld, delayed or conditioned), agree that such Revolving Credit Lenders (including New Revolving Credit Lenders) shall provide additional Revolving Credit Commitments or increase the amount of their Revolving Credit Commitments (each, a portion “Revolving Credit Commitment Increase”, and such Revolving Credit Lenders and New Revolving Credit Lenders being collectively referred to as the “Increasing Revolving Credit Lenders”) by executing and delivering to the Administrative Agent an Incremental Commitment Activation Notice specifying (i) the amount of such Revolving Credit Commitment Increase and (each a “ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the aggregate amount of Revolving Credit Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, Increases obtained after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit MWE Acquisition Closing Date shall not exceed $500,000,000 and (B) participation interests hereunder in Swing Line Loans, in each case, held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share shall be in an integral multiple of the outstanding $5,000,000 and not less than $25,000,000. No Revolving Credit Loans based on each Lender shall have any obligation to participate in any Revolving Credit Commitment Increase unless it agrees to do so in its sole discretion. Any bank, financial institution or other entity that is eligible to be an assignee under Section 10.04 (and has provided to the Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to such entity) that elects to become a “Revolving Credit Lender’s ” under this Agreement in connection with any Revolving Credit Commitment Percentage immediately after giving effect to such Increase shall execute a New Revolving Credit Commitment IncreaseLender Supplement (each, provided that any prepayment made a “New Revolving Credit Lender Supplement”), substantially in connection with the taking form of any Exhibit F-2, whereupon such steps bank, financial institution or other entity (a “New Revolving Credit Lender”) shall become a Revolving Credit Lender for all purposes and to the same extent as if originally a party hereto and shall be accompanied bound by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Amended Agreement shall not apply to any transaction that may be effected pursuant entitled to the immediately preceding sentencebenefits of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Marathon Petroleum Corp)

Revolving Credit Commitment Increases. Upon each Revolving Credit Commitment Increase pursuant to this Article III3, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a Revolving Credit Commitment Increase Lender), and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit and (B) participation interests hereunder in Swing Line Loans, in each case, held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Amended Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

Appears in 1 contract

Samples: Credit Agreement (B/E Aerospace Inc)

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