Common use of Terms of Revolver Commitment Increases Clause in Contracts

Terms of Revolver Commitment Increases. Each notice of an increase in any Borrower Group Commitment shall specify the proposed date (each, an “Increase Date”) for the effectiveness of the Revolver Commitment Increase, which date shall be not less than ten (10) Business Days after the date on which such notice is delivered to the Agent. Any such increase shall be subject to the following additional conditions: (i) no Default or Event of Default shall have occurred and be continuing as of the date of such notice or both immediately before and after giving effect to such Revolver Commitment Increase as of the Increase Date; (ii) after giving effect to the proposed increase, the U.S. Revolver Commitment shall be at least sixty percent (60%) of the Commitments, (iii) no Lender shall be obligated to participate in the Revolver Commitment Increase by increasing its Commitment; (iv) the Revolver Commitment Increase shall be on the same terms and conditions as this Agreement, except with respect to closing fees; (v) the Revolver Commitment Increase, to the extent arising from the admission of an Additional Lender, shall be effected pursuant to one or more joinder agreements executed and delivered by the Applicable Borrowers, the Additional Lender(s) and the Agent, each of which shall be in form and substance reasonably satisfactory to the Agent; (vi) the relevant Loan Party Agent shall deliver or cause to be delivered any officers’ certificates, board resolutions, legal opinions or other documents reasonably requested by the Agent in connection with the Revolver Commitment Increase; (vii) the Borrowers shall pay all reasonable and documented fees and expenses in connection with the Revolver Commitment Increase, including payments required pursuant to Section 3.10 in connection with the Revolver Commitment Increase and any applicable arrangement fees; (viii) the Agent shall have consented in writing to such Revolver Commitment Increase (which consent shall not be unreasonably withheld); and (ix) such increase shall be in a minimum amount of $25,000,000 in the case of the U.S. Revolver Commitments or in a minimum amount of $10,000,000 in the case of each of the Foreign Revolver Commitments. Notwithstanding the foregoing, in no event shall (a) the aggregate amount of all Revolver Commitment Increases made under this Section 2.1.7 exceed the sum of $100,000,000, nor (b) the aggregate amount of all Foreign Revolver Commitment Increases under this Section 2.1.7 exceed the sum of $40,000,000.

Appears in 1 contract

Samples: Loan, Security and Guarantee Agreement (Kraton Performance Polymers, Inc.)

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Terms of Revolver Commitment Increases. Each notice of an increase in any Borrower Group Commitment shall specify the proposed date (each, an “Increase Date”) for the effectiveness of the Revolver Commitment Increase, which date shall be not less than ten (10) Business Days after the date on which such notice is delivered to the Agent. Any such increase shall be subject to the following additional conditions: (i) no Default or Event of Default shall have occurred and be continuing as of the date of such notice or both immediately before and after giving effect to such Revolver Commitment Increase thereto as of the Increase Date; (ii) after giving effect to the proposed increase, the U.S. Revolver Commitment Commitments shall be at least sixty percent (60%) % of the Commitments, (iii) no Lender shall be obligated to participate in the Revolver Commitment Increase by increasing its Commitment; (iv) the Revolver Commitment Increase shall be on the same terms and conditions as this Agreement, except with respect to closing fees; (v) the Revolver Commitment Increase, to the extent arising from the admission of an Additional Lender, shall be effected pursuant to one or more joinder agreements executed and delivered by the Applicable Borrowers, the Additional Lender(s) and the Agent, each of which shall be in form and substance reasonably satisfactory to the Agent; (vi) the relevant Loan Party Agent shall deliver or cause to be delivered any officers’ certificates, board resolutions, legal opinions or other documents reasonably requested by the Agent in connection with the Revolver Commitment Increase; (vii) the Borrowers shall pay all reasonable and documented fees and expenses in connection with the Revolver Commitment Increase, including payments required pursuant to Section 3.10 in connection with the Revolver Commitment Increase and any applicable arrangement fees; (viii) the Agent shall have consented in writing to such Revolver Commitment Increase (which consent shall not be unreasonably withheld); and (ix) such increase shall be in a minimum amount of $25,000,000 in the case of the U.S. Revolver Commitments or in a minimum amount of $10,000,000 5,000,000 in the case of each of the Foreign Revolver Commitments; and (x) the Agent shall have received a certification from a Senior Officer of the North American Loan Party Agent, or other evidence reasonably satisfactory to the Agent, that such increase is permitted under the Senior Secured Notes Indenture and the Intercreditor Agreement (except to the extent the Debt thereunder has been discharged in full). Notwithstanding the foregoing, in no event shall (a) the aggregate amount of all Revolver Commitment Increases made under this Section 2.1.7 exceed the sum of $100,000,000, nor (b) 175,000,000 and the aggregate amount of all Foreign Revolver Commitment Increases under this Section 2.1.7 Commitments shall not exceed the sum of $40,000,000Maximum Facility Amount.

Appears in 1 contract

Samples: Loan, Security and Guarantee Agreement (Edgen Group Inc.)

Terms of Revolver Commitment Increases. Each notice of an increase in any Borrower Group Revolver Commitment shall specify the proposed date (each, an “Increase Date”) for the effectiveness of the Revolver Commitment Increase, which date shall be not less than ten (10) 10 Business Days (or such shorter period as the Agent may agree) after the date on which such notice is delivered to the Agent. Any such increase shall be subject to the following additional conditions: (i) no Default or Event of Default shall have occurred and be continuing as of the date of such notice or both immediately before and after giving effect to such Revolver Commitment Increase thereto as of the Increase DateDate (provided that, solely with respect to an Increase Date occurring in connection with a Limited Condition Acquisition, no Event of Default shall have occurred and be continuing as of the date that the definitive documentation for such Limited Condition Acquisition is executed and no Event of Default arising under Section 11.1.1 or Section 11.1.5 has occurred and is continuing as of the date of the consummation of such Limited Condition Acquisition both immediately before and after giving effect thereto, it being understood and agreed that the terms of this proviso shall not apply to any Borrowing or other extension of credit under any Facility); (ii) after giving effect to the proposed increase, the U.S. Revolver Commitment shall be at least sixty percent (60%) of the Commitments, (iii) no Lender shall be obligated or have a right to participate in the Revolver Commitment Increase by increasing its CommitmentRevolver Commitment and no Borrower shall have any obligation to offer existing Lenders rights to participate in such Revolver Commitment Increase; (iviii) the Revolver Commitment Increase shall be on the same terms and conditions as this AgreementAgreement (other than upfront fees paid to any Lender that is increasing its commitment or to any Additional Revolver Lender); provided that if the Applicable Margin, except unused line fees or fees associated with Letters of Credit in respect of any Revolver Commitment Increase are greater than those of the Facility, the Applicable Margin, unused line fees and fees associated with Letters of Credit with respect to closing feesthe Facility shall be increased (without the consent of any Lender) to the extent of the applicable differential; (viv) the Revolver Commitment Increase, to the extent arising from the admission of an Additional Revolver Lender, shall be effected pursuant to one or more joinder agreements executed and delivered by the Applicable Borrowers, the Additional Revolver Lender(s) and the Agent, each of which shall be in form and substance reasonably satisfactory to the Agent; (viv) all of the relevant representations and warranties contained in this Agreement and the other Loan Party Agent shall deliver or cause Documents (provided that, solely with respect to be delivered any officers’ certificates, board resolutions, legal opinions or other documents reasonably requested by the Agent an Increase Date occurring in connection with the Revolver Commitment Increase; a Limited Condition Acquisition, this clause (viiv) the Borrowers shall pay all reasonable and documented fees and expenses in connection with the Revolver Commitment Increase, including payments required pursuant to Section 3.10 in connection with the Revolver Commitment Increase and any applicable arrangement fees; (viii) the Agent shall have consented in writing to such Revolver Commitment Increase (which consent shall not be unreasonably withheld); and (ix) such increase shall be in a minimum amount of $25,000,000 in limited to the case of Specified Representations and customary “specified acquisition agreement representations” as agreed by the U.S. Revolver Commitments or in a minimum amount of $10,000,000 in the case of each of the Foreign Revolver Commitments. Notwithstanding the foregoing, in no event shall (a) the aggregate amount of all Revolver Commitment Increases made under this Section 2.1.7 exceed the sum of $100,000,000, nor (b) the aggregate amount of all Foreign Revolver Commitment Increases under this Section 2.1.7 exceed the sum of $40,000,000.relevant Lenders and Additional

Appears in 1 contract

Samples: Abl Credit Agreement (Target Hospitality Corp.)

Terms of Revolver Commitment Increases. Each notice of an increase in any Borrower Group a Revolver Commitment Increase shall specify the proposed date (each, an “Increase Date”) for the effectiveness of the Revolver Commitment Increase, which date shall be not less than ten (10) five Business Days (or such shorter period as Agent may agree) after the date on which such notice is delivered to Agent, and the Agentapplicable Facility to which such Revolver Commitment Increase shall apply. Any such increase Revolver Commitment Increase shall be subject to the following additional conditions: (i) no Default or Event of Default shall have occurred and be continuing as of the date of such notice or both immediately before and after giving effect to such Revolver Commitment Increase thereto as of the Increase DateDate (provided, that, solely with respect to an Increase Date occurring in connection with a Limited Condition Transaction, (x) no Event of Default shall have occurred and be continuing as of the LCT Test Date and (y) no Event of Default arising under Section 10.1.1 or Section 10.1.5 shall have occurred and be continuing as of the date of the consummation of such Limited Condition Transaction, both immediately before and after giving effect thereto, it being understood and agreed that the terms of clause (x) of this proviso shall not apply to any Borrowing or other extension of credit under any Facility other than a Borrowing or extension of credit that is occurring concurrently with such Limited Condition Transaction); (ii) after giving effect to the proposed increase, the U.S. Revolver Commitment shall be at least sixty percent (60%) of the Commitments, (iii) no Lender shall be obligated or have a right to participate in the Revolver Commitment Increase by increasing its CommitmentRevolver Commitment and no Borrower shall have any obligation to offer existing Lenders rights to participate in such Revolver Commitment Increase; (iviii) the Revolver Commitment Increase shall be on the same terms and conditions as this AgreementAgreement (other than any arrangement, except upfront or other fees paid to any Lender that is increasing its Revolver Commitment or to any Additional Revolver Lender), provided, that, if the Applicable Margin, unused line fees or fees associated with Letters of Credit in respect of any Revolver Commitment Increase are greater than those of the relevant Facility, the Applicable Margin, unused line fees and fees associated with Letters of Credit with respect to closing feessuch Facility shall be increased (without the consent of any Lender) to the extent of the applicable differential, provided, further, that any Revolver Commitment Increase may include terms that are more restrictive to the Loan Parties so long as the existing Revolver Lenders benefit from such more restrictive terms (it being understood and agreed that, notwithstanding Section 13.1, such amendments may be made to this Agreement for the purpose of effectuating such terms without the consent of any existing Revolver Lender); (viv) the Revolver Commitment Increase, to the extent arising from the admission of an Additional Revolver Lender, shall be effected pursuant to one or more joinder agreements executed and delivered by the Applicable applicable Borrowers, the Additional Revolver Lender(s) and the Agent, each of which shall be in form and substance reasonably satisfactory to Agent, or otherwise pursuant to an amendment to this Agreement executed and delivered by the applicable Borrowers, the participating Revolver Lenders and Agent; (v) all of the representations and warranties contained in this Agreement and the other Loan Documents (provided, that, solely with respect to an Increase Date occurring in connection with a Limited Condition Transaction, this clause (v) shall be limited to the Specified Representations and other customary “SunGardˮ representations or European “certain funds” representations as agreed by the relevant Lenders and Additional Revolver Lenders providing the relevant Revolver Commitment Increase) are true and correct in all material respects (unless such representations and warranties are stated to relate to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date, and unless any representation or warranty is qualified by materiality, material adverse effect or similar language, in which case such representation and warranty shall be true and correct in all respects (after giving effect to such materiality, material adverse effect or similar qualifying language), it being understood and agreed that the terms of this proviso shall not apply to any Borrowing or other extension of credit under any Facility other than a Borrowing or extension of credit that is occurring concurrently with such Limited Condition Transaction); (vi) the relevant Loan Party Agent Administrative Borrower shall deliver or cause to be delivered any officers’ officer’s certificates, board resolutions, legal opinions or other documents reasonably requested by the Agent in connection with the Revolver Commitment Increase, in each case substantially similar to those delivered on the Closing Date (to the extent comparable documentation was delivered on the Closing Date); (vii) the Borrowers shall pay all reasonable and documented fees and out-of-pocket expenses in connection with of the Revolver Commitment Increase, including payments required pursuant to Section 3.10 Agent in connection with the Revolver Commitment Increase and any applicable arrangement feesto the extent required pursuant to Section 3.4; (viii) the Agent shall have consented in writing to such Revolver Commitment Increase (which consent shall not be unreasonably withheld); and (ix) such increase shall be in a minimum amount of the Dollar Equivalent of $25,000,000 and integral multiples of $5,000,000 in excess thereof (or such lesser amount as Agent may reasonably agree); and (ix) if Agent determines in its reasonable discretion upon the advice of counsel that the same is required by, or advisable under, Applicable Law in order to maintain the perfected security interest and Lien of Agent in and on the Collateral with the priority contemplated in the case Intercreditor Agreement and the Security Documents to secure all of the U.S. Secured Obligations, including the Secured Obligations arising due to any Revolver Commitments Commitment Increase, the Loan Parties shall enter into any such security documents, amendments, confirmations, reaffirmations or in other agreements (it being understood and agreed that, at the reasonable discretion of Agent, such agreements may be entered into on a minimum amount of $10,000,000 in the case of each of the Foreign Revolver Commitmentspost-closing basis within a timeframe to be agreed). Notwithstanding the foregoing, in no event shall (a) the Dollar Equivalent of the sum of the aggregate principal amount of all Revolver Commitment Increases made under this Section 2.1.7 2.1.9 exceed the sum greater of (x) $100,000,000750,000,000 and (y) Suppressed Availability (for the avoidance of doubt, nor (b) which Suppressed Availability shall be measured at the time of each such Revolver Commitment Increase and not in the aggregate for all such Revolver Commitment Increases), plus the amount of all Foreign voluntary permanent reductions of the Revolver Commitment Increases under this Section 2.1.7 exceed the sum of $40,000,000.Commitments hereunder. 120

Appears in 1 contract

Samples: Abl Credit Agreement (WillScot Mobile Mini Holdings Corp.)

Terms of Revolver Commitment Increases. Each notice of an increase in any Borrower Group Revolver Commitment shall specify the proposed date (each, an “Increase Date”) for the effectiveness of the Revolver Commitment Increase, which date shall be not less than ten (10) 10 Business Days (or such shorter period as the Agent may agree) after the date on which such notice is delivered to the Agent. Any such increase shall be subject to the following additional conditions: (i) no Default or Event of Default shall have occurred and be continuing as of the date of such notice or both immediately before and after giving effect to such Revolver Commitment Increase thereto as of the Increase DateDate (provided that, solely with respect to an Increase Date occurring in connection with a Limited Condition Transaction, no Event of Default shall have occurred and be continuing as of the LCT Test Date and no Event of Default arising under Section 11.1.1 or Section 11.1.5 has occurred and is continuing as of the date of the consummation of such Limited Condition Transaction both immediately before and after giving effect thereto, it being understood and agreed that the terms of this proviso shall not apply to any Borrowing or other extension of credit under any Facility); (ii) after giving effect to the proposed increase, the U.S. Revolver Commitment shall be at least sixty percent (60%) of the Commitments, (iii) no Lender shall be obligated or have a right to participate in the Revolver Commitment Increase by increasing its CommitmentRevolver Commitment and no Borrower shall have any obligation to offer existing Lenders rights to participate in such Revolver Commitment Increase; (iviii) the Revolver Commitment Increase shall be on the same terms and conditions as this AgreementAgreement (other than upfront fees paid to any Lender that is increasing its commitment or to any Additional Revolver Lender); provided that if the Applicable Margin, except unused line fees or fees associated with Letters of Credit in respect of any Revolver Commitment Increase are greater than those of the Facility, the Applicable Margin, unused line fees and fees associated with Letters of Credit with respect to closing feesthe Facility shall be increased (without the consent of any Lender) to the extent of the applicable differential; (viv) the Revolver Commitment Increase, to the extent arising from the admission of an Additional Revolver Lender, shall be effected pursuant to one or more joinder agreements executed and delivered by the Applicable Borrowers, the Additional Revolver Lender(s) and the Agent, each of which shall be in form and substance reasonably satisfactory to the Agent; (v) all of the representations and warranties contained in this Agreement and the other Loan Documents (provided that, solely with respect to an Increase Date occurring in connection with a Limited Condition Transaction, this clause (v) shall be limited to the Specified Representations and customary “specified acquisition agreement representations” or European “certain funds” representations as agreed by the relevant Lenders and Additional Revolver Lenders providing the relevant Revolver Commitment Increase, it being understood and agreed that the terms of this proviso shall not apply to any Borrowing or other extension of credit under any Facility) are true and correct in all material respects (unless such representations and warranties are stated to relate to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date, and unless any representation or warranty is qualified by materiality, material adverse effect or similar language, in which case such representation and warranty shall be true and correct in all respects); (vi) [Reserved]; (vii) the relevant Loan Party Agent Administrative Borrower shall deliver or cause to be delivered any officers’ certificates, board resolutions, legal opinions or other documents reasonably requested by the Agent in connection with the Revolver Commitment Increase, in each case substantially similar to those delivered on the Closing Date (to the extent comparable documentation was delivered on the Closing Date); (viiviii) the Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses in connection with the Revolver Commitment Increase, including payments required pursuant to Section 3.10 in connection with the Revolver Commitment Increase and any applicable arrangement feesIncrease; (viii) the Agent shall have consented in writing to such Revolver Commitment Increase (which consent shall not be unreasonably withheld); and (ix) such increase shall be in a minimum amount of $25,000,000 10,000,000 and integral multiples of $5,000,000 in excess thereof; and (x) if the Agent determines in its reasonable discretion upon the advice of counsel that the same is required by, or advisable under, Applicable Law in order to maintain the perfected security interest and Lien of the Agent in and on the Collateral with the priority contemplated in the case Intercreditor Agreement and the Security Documents to secure all of the U.S. Secured Obligations, including the Secured Obligations arising due to any Revolver Commitments Commitment Increase, the Loan Parties shall enter into any such security documents, amendments, confirmations, reaffirmations or in a minimum amount of $10,000,000 in other agreements (it being understood and agreed that, at the case of each reasonable discretion of the Foreign Revolver CommitmentsAgent, such agreements may be entered into on a post-closing basis within a timeframe to be agreed). Notwithstanding the foregoing, in no event shall (a) the sum of the aggregate principal amount of all Revolver Commitment Increases made under this Section 2.1.7 2.1.11 exceed the sum of (A) $100,000,00025,000,000, nor plus (bB) the aggregate amount of all Foreign voluntary permanent reductions of the Revolver Commitment Increases under this Section 2.1.7 exceed Commitments hereunder after the sum of $40,000,000Closing Date.

Appears in 1 contract

Samples: Abl Credit Agreement (Target Hospitality Corp.)

Terms of Revolver Commitment Increases. Each notice of an increase in any Borrower Group a Revolver Commitment Increase shall specify the proposed date (each, an “Increase Date”) for the effectiveness of the Revolver Commitment Increase, which date shall be not less than ten (10) five Business Days (or such shorter period as Agent may agree) after the date on which such notice is delivered to Agent, and the Agentapplicable Facility to which such Revolver Commitment Increase shall apply. Any such increase Revolver Commitment Increase shall be subject to the following additional conditions: (i) no Default or Event of Default shall have occurred and be continuing as of the date of such notice or both immediately before and after giving effect to such Revolver Commitment Increase thereto as of the Increase DateDate (provided, that, solely with respect to an Increase Date occurring in connection with a Limited Condition Transaction, (x) no Event of Default shall have occurred and be continuing as of the LCT Test Date and (y) no Event of Default arising under Section 10.1.1 or Section 10.1.5 shall have occurred and be continuing as of the date of the consummation of such Limited Condition Transaction, both immediately before and after giving effect thereto, it being understood and agreed that the terms of clause (x) of this proviso shall not apply to any Borrowing or other extension of credit under any Facility other than a Borrowing or extension of credit that is occurring concurrently with such Limited Condition Transaction); (ii) after giving effect to the proposed increase, the U.S. Revolver Commitment shall be at least sixty percent (60%) of the Commitments, (iii) no Lender shall be obligated or have a right to participate in the Revolver Commitment Increase by increasing its CommitmentRevolver Commitment and no Borrower shall have any obligation to offer existing Lenders rights to participate in such Revolver Commitment Increase; (iviii) the Revolver Commitment Increase shall be on the same terms and conditions as this AgreementAgreement (other than any arrangement, except upfront or other fees paid to any Lender that is increasing its Revolver Commitment or to any Additional Revolver Lender), provided, that, if the Applicable Margin, unused line fees or fees associated with Letters of Credit in respect of any Revolver Commitment Increase are greater than those of the relevant Facility, the Applicable Margin, unused line fees and fees associated with Letters of Credit with respect to closing feessuch Facility shall be increased (without the consent of any Lender) to the extent of the applicable differential, provided, further, that any Revolver Commitment Increase may include terms that are more restrictive to the Loan Parties so long as the existing Revolver Lenders benefit from such more restrictive terms (it being understood and agreed that, notwithstanding Section 13.1, such amendments may be made to this Agreement for the purpose of effectuating such terms without the consent of any existing Revolver Lender); (viv) the Revolver Commitment Increase, to the extent arising from the admission of an Additional Revolver Lender, shall be effected pursuant to one or more joinder agreements executed and delivered by the Applicable applicable Borrowers, the Additional Revolver Lender(s) and the Agent, each of which shall be in form and substance reasonably satisfactory to Agent, or otherwise pursuant to an amendment to this Agreement executed and delivered by the applicable Borrowers, the participating Revolver Lenders and Agent; (v) all of the representations and warranties contained in this Agreement and the other Loan Documents (provided, that, solely with respect to an Increase Date occurring in connection with a Limited Condition Transaction, this clause (v) shall be limited to the Specified Representations and other customary “SunGardˮ representations or European “certain funds” representations as agreed by the relevant Lenders and Additional Revolver Lenders providing the relevant Revolver Commitment Increase) are true and correct in all material respects (unless such representations and warranties are stated to relate to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date, and unless any representation or warranty is qualified by materiality, material adverse effect or similar language, in which case such representation and warranty shall be true and correct in all respects (after giving effect to such materiality, material adverse effect or similar qualifying language), it being understood and agreed that the terms of this proviso shall not apply to any Borrowing or other extension of credit under any Facility other than a Borrowing or extension of credit that is occurring concurrently with such Limited Condition Transaction); (vi) the relevant Loan Party Agent Administrative Borrower shall deliver or cause to be delivered any officers’ officer’s certificates, board resolutions, legal opinions or other documents reasonably requested by the Agent in connection with the Revolver Commitment Increase, in each case substantially similar to those delivered on the Closing Date (to the extent comparable documentation was delivered on the Closing Date); (vii) the Borrowers shall pay all reasonable and documented fees and out-of-pocket expenses in connection with of the Revolver Commitment Increase, including payments required pursuant to Section 3.10 Agent in connection with the Revolver Commitment Increase and any applicable arrangement feesto the extent required pursuant to Section 3.4; (viii) the Agent shall have consented in writing to such Revolver Commitment Increase (which consent shall not be unreasonably withheld); and (ix) such increase shall be in a minimum amount of the Dollar Equivalent of $25,000,000 and integral multiples of $5,000,000 in excess thereof (or such lesser amount as Agent may reasonably agree); and (ix) if Agent determines in its reasonable discretion upon the advice of counsel that the same is required by, or advisable under, Applicable Law in order to maintain the perfected security interest and Lien of Agent in and on the Collateral with the priority contemplated in the case Intercreditor Agreement and the Security Documents to secure all of the U.S. Secured Obligations, including the Secured Obligations arising due to any Revolver Commitments Commitment Increase, the Loan Parties shall enter into any such security documents, amendments, confirmations, reaffirmations or in other agreements (it being understood and agreed that, at the reasonable discretion of Agent, such agreements may be entered into on a minimum amount of $10,000,000 in the case of each of the Foreign Revolver Commitmentspost-closing basis within a timeframe to be agreed). Notwithstanding the foregoing, in no event shall (a) the Dollar Equivalent of the sum of the aggregate principal amount of all Revolver Commitment Increases made under this Section 2.1.7 2.1.9 exceed $600,000,000 plus the sum of $100,000,000, nor (b) the aggregate amount of all Foreign voluntary permanent reductions of the Revolver Commitment Increases under this Section 2.1.7 exceed the sum of $40,000,000.Commitments hereunder. 117

Appears in 1 contract

Samples: Abl Credit Agreement (WillScot Mobile Mini Holdings Corp.)

Terms of Revolver Commitment Increases. Each notice of an increase in any Borrower Group a Revolver Commitment Increase shall specify the proposed date (each, an “Increase Date”) for the effectiveness of the Revolver Commitment Increase, which date shall be not less than ten (10) five Business Days (or such shorter period as Agent may agree) after the date on which such notice is delivered to Agent, and the Agentapplicable Facility to which such Revolver Commitment Increase shall apply. Any such increase Revolver Commitment Increase shall be subject to the following additional conditions: (i) no Default or Event of Default shall have occurred and be continuing as of the date of such notice or both immediately before and after giving effect to such Revolver Commitment Increase thereto as of the Increase DateDate (provided, that, solely with respect to an Increase Date occurring in connection with a Limited Condition Transaction, (x) no Event of Default shall have occurred and be continuing as of the LCT Test Date and (y) no Event of Default arising under Section 10.1.1 or Section 10.1.5 shall have occurred and be continuing as of the date of the consummation of such Limited Condition Transaction, both immediately before and after giving effect thereto, it being understood and agreed that the terms of clause (x) of this proviso shall not apply to any Borrowing or other extension of credit under any Facility other than a Borrowing or extension of credit that is occurring concurrently with such Limited Condition Transaction); (ii) after giving effect to the proposed increase, the U.S. Revolver Commitment shall be at least sixty percent (60%) of the Commitments, (iii) no Lender shall be obligated or have a right to participate in the Revolver Commitment Increase by increasing its CommitmentRevolver Commitment and no Borrower shall have any obligation to offer existing Lenders rights to participate in such Revolver Commitment Increase; (iviii) the Revolver Commitment Increase shall be on the same terms and conditions as this AgreementAgreement (other than any arrangement, except upfront or other fees paid to any Lender that is increasing its Revolver Commitment or to any Additional Revolver Lender), provided, 110 that, if the Applicable Margin, unused line fees or fees associated with Letters of Credit in respect of any Revolver Commitment Increase are greater than those of the relevant Facility, the Applicable Margin, unused line fees and fees associated with Letters of Credit with respect to closing feessuch Facility shall be increased (without the consent of any Lender) to the extent of the applicable differential, provided, further, that any Revolver Commitment Increase may include terms that are more restrictive to the Loan Parties so long as the existing Revolver Lenders benefit from such more restrictive terms (it being understood and agreed that, notwithstanding Section 13.1, such amendments may be made to this Agreement for the purpose of effectuating such terms without the consent of any existing Revolver Lender); (viv) the Revolver Commitment Increase, to the extent arising from the admission of an Additional Revolver Lender, shall be effected pursuant to one or more joinder agreements executed and delivered by the Applicable applicable Borrowers, the Additional Revolver Lender(s) and the Agent, each of which shall be in form and substance reasonably satisfactory to Agent, or otherwise pursuant to an amendment to this Agreement executed and delivered by the applicable Borrowers, the participating Revolver Lenders and Agent; (v) all of the representations and warranties contained in this Agreement and the other Loan Documents (provided, that, solely with respect to an Increase Date occurring in connection with a Limited Condition Transaction, this clause (v) shall be limited to the Specified Representations and other customary “SunGardˮ representations or European “certain funds” representations as agreed by the relevant Lenders and Additional Revolver Lenders providing the relevant Revolver Commitment Increase) are true and correct in all material respects (unless such representations and warranties are stated to relate to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date, and unless any representation or warranty is qualified by materiality, material adverse effect or similar language, in which case such representation and warranty shall be true and correct in all respects (after giving effect to such materiality, material adverse effect or similar qualifying language), it being understood and agreed that the terms of this proviso shall not apply to any Borrowing or other extension of credit under any Facility other than a Borrowing or extension of credit that is occurring concurrently with such Limited Condition Transaction); (vi) the relevant Loan Party Agent Administrative Borrower shall deliver or cause to be delivered any officers’ officer’s certificates, board resolutions, legal opinions or other documents reasonably requested by the Agent in connection with the Revolver Commitment Increase, in each case substantially similar to those delivered on the Closing Date (to the extent comparable documentation was delivered on the Closing Date); (vii) the Borrowers shall pay all reasonable and documented fees and out-of-pocket expenses in connection with of the Revolver Commitment Increase, including payments required pursuant to Section 3.10 Agent in connection with the Revolver Commitment Increase and any applicable arrangement feesto the extent required pursuant to Section 3.4; (viii) the Agent shall have consented in writing to such Revolver Commitment Increase (which consent shall not be unreasonably withheld); and (ix) such increase shall be in a minimum amount of the Dollar Equivalent of $25,000,000 and integral multiples of $5,000,000 in excess thereof (or such lesser amount as Agent may reasonably agree); and (ix) if Agent determines in its reasonable discretion upon the advice of counsel that the same is required by, or advisable under, Applicable Law in order to maintain the perfected security interest and Lien of Agent in and on the Collateral with the priority contemplated in the case Intercreditor Agreement and the Security Documents to secure all of the U.S. Secured Obligations, including the Secured Obligations arising due to any Revolver Commitments Commitment Increase, the Loan Parties shall enter into any such security documents, amendments, confirmations, reaffirmations or in other agreements (it being understood and agreed that, at the reasonable discretion of Agent, such agreements may be entered into on a minimum amount of $10,000,000 in the case of each of the Foreign Revolver Commitmentspost-closing basis within a timeframe to be agreed). Notwithstanding the foregoing, in no event shall (a) the Dollar Equivalent of the sum of the aggregate principal amount of all Revolver Commitment Increases made under this Section 2.1.7 2.1.9 exceed the sum greater of (x) $100,000,000750,000,000 and (y) Suppressed Availability (for the avoidance of doubt, nor (b) which Suppressed Availability shall be measured at the time of each such Revolver Commitment Increase and not in the aggregate for all such Revolver Commitment Increases), plus the amount of all Foreign voluntary permanent reductions of the Revolver Commitment Increases under this Section 2.1.7 exceed the sum of $40,000,000Commitments hereunder.

Appears in 1 contract

Samples: Abl Credit Agreement (WillScot Mobile Mini Holdings Corp.)

Terms of Revolver Commitment Increases. Each notice of an increase in any Borrower Group Commitment shall specify the proposed date (each, an “Increase Date”) for the effectiveness of the Revolver Commitment Increase, which date shall be not less than ten (10) Business Days after the date on which such notice is delivered to the Agent. Any such increase shall be subject to the following additional conditions: (i) no Default or Event of Default shall have occurred and be continuing as of the date of such notice or both immediately before and after giving effect to such Revolver Commitment Increase thereto as of the Increase Date; (ii) after giving effect to the proposed increase, the U.S. Revolver Commitment shall be at least sixty percent (60%) of the Commitments, (iii) no Lender shall be obligated or have a right to participate in the Revolver Commitment Increase by increasing its Commitment; (iviii) the Revolver Commitment Increase shall be on the same terms and conditions as this AgreementAgreement (provided, except with respect that the New Zealand Applicable Margin, the Singapore Applicable Margin and any Letter of Credit and unused line fees for New Zealand Borrowers and Singapore Borrowers will be agreed to closing feesby the New Zealand Borrowers and the Singapore Borrowers (as applicable) and the relevant Additional Lender(s) pursuant to the joinder agreements referenced in clause (iv) below); (viv) the Revolver Commitment Increase, to the extent arising from the admission of an Additional Lender, shall be effected pursuant to one or more joinder agreements executed and delivered by the Applicable Borrowers, the Additional Lender(s) and the Agent, each of which shall be in form and substance reasonably satisfactory to the Agent; (viv) the relevant Loan Party Agent shall deliver or cause to be delivered any officers’ certificates, board resolutions, legal opinions or other documents reasonably requested by the Agent in connection with the Revolver Commitment Increase; (viivi) the Borrowers shall pay all reasonable and documented fees and expenses in connection with the Revolver Commitment Increase, including payments required pursuant to Section 3.10 in connection with the Revolver Commitment Increase and any applicable arrangement feesIncrease; (viii) the Agent shall have consented in writing to such Revolver Commitment Increase (which consent shall not be unreasonably withheld); and (ixvii) such increase shall be in a minimum amount of $25,000,000 in the case of the U.S. Revolver Commitments or in a minimum amount of $10,000,000 5,000,000 in the case of each of the Foreign Revolver Commitments; and (viii) the Agent shall have received a certification from a Senior Officer of the North American Loan Party Agent, or other evidence reasonably satisfactory to the Agent, that such increase is permitted under the Term Loan Credit Agreement (except to the extent the Indebtedness thereunder has been discharged in full). Notwithstanding the foregoing, in no event shall (a) the aggregate amount of all Revolver Commitment Increases made under this Section 2.1.7 2.1.6 exceed the sum of $100,000,000, nor (b) the aggregate amount of all Foreign Revolver Commitment Increases under this Section 2.1.7 exceed the sum of $40,000,000300,000,000.

Appears in 1 contract

Samples: Intercreditor Agreement (MRC Global Inc.)

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Terms of Revolver Commitment Increases. Each notice of an increase in any Borrower Group Commitment shall specify the proposed date (each, an “Increase Date”) for the effectiveness of the Revolver Commitment Increase, which date shall be not less than ten (10) Business Days after the date on which such notice is delivered to the Agent. Any such increase shall be subject to the following additional conditions: (i) no Default or Event of Default shall have occurred and be continuing as of the date of such notice or both immediately before and after giving effect to such Revolver Commitment Increase thereto as of the Increase Date; (ii) after giving effect to the proposed increase, the U.S. Revolver Commitment shall be at least sixty percent (60%) of the Commitments, (iii) no Lender shall be obligated or have a right to participate in the Revolver Commitment Increase by increasing its Commitment; (iviii) the Revolver Commitment Increase shall be on the same terms and conditions as this AgreementAgreement (provided, except with respect that the New Zealand Applicable Margin, the Singapore Applicable Margin and any Letter of Credit and unused line fees for New Zealand Borrowers and Singapore Borrowers will be agreed to closing feesby the New Zealand Borrowers and the Singapore Borrowers (as applicable) and the relevant Additional Lender(s) pursuant to the joinder agreements referenced in clause (iv) below); (viv) the Revolver Commitment Increase, to the extent arising from the admission of an Additional Lender, shall be effected pursuant to one or more joinder agreements executed and delivered by the Applicable Borrowers, the Additional Lender(s) and the Agent, each of which shall be in form and substance reasonably satisfactory to the Agent; (viv) the relevant Loan Party Agent shall deliver or cause to be delivered any officers’ certificates, board resolutions, legal opinions or other documents reasonably requested by the Agent in connection with the Revolver Commitment Increase; (viivi) the Borrowers shall pay all reasonable and documented fees and expenses in connection with the Revolver Commitment Increase, including payments required pursuant to Section 3.10 in connection with the Revolver Commitment Increase and any applicable arrangement feesIncrease; (viii) the Agent shall have consented in writing to such Revolver Commitment Increase (which consent shall not be unreasonably withheld); and (ixvii) such increase shall be in a minimum amount of $25,000,000 in the case of the U.S. Revolver Commitments or in a minimum amount of $10,000,000 5,000,000 in the case of each of the Foreign Revolver Commitments; and (viii) the Agent shall have received a certification from a Senior Officer of the North American Loan Party Agent, or other evidence reasonably satisfactory to the Agent, that such increase is permitted under the Term Loan Credit Agreement (except to the extent the Indebtedness thereunder has been discharged in full). Notwithstanding the foregoing, in no event shall (a) the aggregate amount of all Revolver Commitment Increases made under this Section 2.1.7 exceed the sum of $100,000,000, nor (b) the aggregate amount of all Foreign Revolver Commitment Increases under this Section 2.1.7 exceed the sum of $40,000,000300,000,000.

Appears in 1 contract

Samples: Loan, Security and Guarantee Agreement (MRC Global Inc.)

Terms of Revolver Commitment Increases. Each notice of an increase in any Borrower Group Commitment shall specify the proposed date (each, an “Increase Date”) for the effectiveness of the Revolver Commitment Increase, which date shall be not less than ten (10) Business Days after the date on which such notice is delivered to the Agent. Any such increase shall be subject to the following additional conditions: (i) no Default or Event of Default shall have occurred and be continuing as of the date of such notice or both immediately before and after giving effect to such Revolver Commitment Increase as of the Increase Date; (ii) after giving effect to the proposed increase, the U.S. Dutch Kraton Revolver Commitment shall be at least sixty percent (60%) of the Commitmentsno greater than $100,000,000, (iii) no Lender shall be obligated to participate in the Revolver Commitment Increase by increasing its Commitment; (iv) the Revolver Commitment Increase shall be on the same terms and conditions as this Agreement, except with respect to closing fees; (v) the Revolver Commitment Increase, to the extent arising from the admission of an Additional Lender, shall be effected pursuant to one or more joinder agreements executed and delivered by the Applicable applicable Borrowers, the Additional Lender(s) and the Agent, each of which shall be in form and substance reasonably satisfactory to the Agent; (vi) the relevant Loan Party Agent shall deliver or cause to be delivered any officers’ certificates, board resolutions, legal opinions or other documents reasonably requested by the Agent in connection with the Revolver Commitment Increase; (vii) the Borrowers shall pay all reasonable and documented fees and expenses in connection with the Revolver Commitment Increase, including payments required pursuant to Section 3.10 in connection with the Revolver Commitment Increase and any applicable arrangement fees; (viii) the Agent shall have consented in writing to such Revolver Commitment Increase (which consent shall not be unreasonably withheld); and (ix) such increase shall be in a minimum amount of $25,000,000 in the case of the U.S. Revolver Commitments or in a minimum amount of $10,000,000 in the case of each of the Foreign Revolver Commitments. Notwithstanding the foregoing, in no event shall (a) the aggregate amount of all Revolver Commitment Increases made under this Section 2.1.7 exceed the sum of $100,000,000, nor (b) the aggregate amount of all Foreign Revolver Commitment Increases under this Section 2.1.7 exceed the sum of $40,000,000.

Appears in 1 contract

Samples: Security and Guarantee Agreement (Kraton Corp)

Terms of Revolver Commitment Increases. Each notice of an increase in any Borrower Group Commitment shall specify the proposed date (each, an “Increase Date”) for the effectiveness of the Revolver Commitment Increase, which date shall be not less than ten (10) Business Days after the date on which such notice is delivered to the Agent. Any such increase shall be subject to the following additional conditions: (i) no Default or Event of Default shall have occurred and be continuing as of the date of such notice or both immediately before and after giving effect to such Revolver Commitment Increase as of the Increase Date; (ii) after giving effect to the proposed increase, the U.S. Revolver Commitment shall be at least sixty percent (60%) of the Commitments, (iii) no Lender shall be obligated to participate in the Revolver Commitment Increase by increasing its Commitment; (iv) the Revolver Commitment Increase shall be on the same terms and conditions as this Agreement, except with respect to closing fees; (v) the Revolver Commitment Increase, to the extent arising from the admission of an Additional Lender, shall be effected pursuant to one or more joinder agreements executed and delivered by the Applicable Borrowers, the Additional Lender(s) and the Agent, each of which shall be in form and substance reasonably satisfactory to the Agent; (vi) the relevant Loan Party Agent shall deliver or cause to be delivered any officers’ certificates, board resolutions, legal opinions or other documents reasonably requested by the Agent in connection with the Revolver Commitment Increase; (vii) the Borrowers shall pay all reasonable and documented fees and expenses in connection with the Revolver Commitment Increase, including payments required pursuant to Section 3.10 in connection with the Revolver Commitment Increase and any applicable arrangement fees; (viii) the Agent shall have consented in writing to such Revolver Commitment Increase (which consent shall not be unreasonably withheld); and (ix) such increase shall be in a minimum amount of $25,000,000 in the case of the U.S. Revolver Commitments or in a minimum amount of $10,000,000 in the case of each of the Foreign Revolver Commitments. Notwithstanding the foregoing, in no event shall (a) the aggregate amount of all Revolver Commitment Increases made under this Section 2.1.7 exceed the sum of $100,000,000, nor (b) the aggregate amount of all Foreign Revolver Commitment Increases under this Section 2.1.7 exceed the sum of $40,000,000.

Appears in 1 contract

Samples: Loan, Security and Guarantee Agreement (Kraton Performance Polymers, Inc.)

Terms of Revolver Commitment Increases. Each notice of an increase in any Borrower Group a Revolver Commitment Increase shall specify the proposed date (each, an “Increase Date”) for the effectiveness of the Revolver Commitment Increase, which date shall be not less than ten (10) five Business Days (or such shorter period as Agent may agree) after the date on which such notice is delivered to Agent, and the Agentapplicable Facility to which such Revolver Commitment Increase shall apply. Any such increase Revolver Commitment Increase shall be subject to the following additional conditions: (i) except in the case of the 2024 116 Multicurrency Facility Incremental Commitments (as defined in the Sixth Amendment) and the 2024 US Facility Incremental Commitments (as defined in the Sixth Amendment) being obtained on the Sixth Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing as of the date of such notice or both immediately before and after giving effect to such Revolver Commitment Increase thereto as of the Increase DateDate (provided, that, solely with respect to an Increase Date occurring in connection with a Limited Condition Transaction, (x) no Event of Default shall have occurred and be continuing as of the LCT Test Date and (y) no Event of Default arising under Section 10.1.1 or Section 10.1.5 shall have occurred and be continuing as of the date of the consummation of such Limited Condition Transaction, both immediately before and after giving effect thereto, it being understood and agreed that the terms of clause (x) of this proviso shall not apply to any Borrowing or other extension of credit under any Facility other than a Borrowing or extension of credit that is occurring concurrently with such Limited Condition Transaction); (ii) after giving effect to the proposed increase, the U.S. Revolver Commitment shall be at least sixty percent (60%) of the Commitments, (iii) no Lender shall be obligated or have a right to participate in the Revolver Commitment Increase by increasing its CommitmentRevolver Commitment and no Borrower shall have any obligation to offer existing Lenders rights to participate in such Revolver Commitment Increase; (iviii) the Revolver Commitment Increase shall be on the same terms and conditions as this AgreementAgreement (other than any arrangement, except upfront or other fees paid to any Lender that is increasing its Revolver Commitment or to any Additional Revolver Lender), provided, that, if the Applicable Margin, unused line fees or fees associated with Letters of Credit in respect of any Revolver Commitment Increase are greater than those of the relevant Facility, the Applicable Margin, unused line fees and fees associated with Letters of Credit with respect to closing feessuch Facility shall be increased (without the consent of any Lender) to the extent of the applicable differential, provided, further, that any Revolver Commitment Increase may include terms that are more restrictive to the Loan Parties so long as the existing Revolver Lenders benefit from such more restrictive terms (it being understood and agreed that, notwithstanding Section 13.1, such amendments may be made to this Agreement for the purpose of effectuating such terms without the consent of any existing Revolver Lender); (viv) the Revolver Commitment Increase, to the extent arising from the admission of an Additional Revolver Lender, shall be effected pursuant to one or more joinder agreements executed and delivered by the Applicable applicable Borrowers, the Additional Revolver Lender(s) and the Agent, each of which shall be in form and substance reasonably satisfactory to Agent, or otherwise pursuant to an amendment to this Agreement executed and delivered by the applicable Borrowers, the participating Revolver Lenders and Agent; (v) except in the case of the 2024 Multicurrency Facility Incremental Commitments (as defined in the Sixth Amendment) and the 2024 US Facility Incremental Commitments (as defined in the Sixth Amendment) being obtained on the Sixth Amendment Effective Date, all of the representations and warranties contained in this Agreement and the other Loan Documents (provided, that, solely with respect to an Increase Date occurring in connection with a Limited Condition Transaction, this clause (v) shall be limited to the Specified Representations and other customary “SunGardˮ representations or European “certain funds” representations as agreed by the relevant Lenders and Additional Revolver Lenders providing the relevant Revolver Commitment Increase) are true and correct in all material respects (unless such representations and warranties are stated to relate to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date, and unless any representation or warranty is qualified by materiality, material adverse effect or similar language, in which case such representation and warranty shall be true and correct in all respects (after giving effect to such materiality, material adverse effect or similar qualifying language), it being understood and agreed that the terms of this proviso shall not apply to any Borrowing or other extension of credit under any Facility other than a Borrowing or extension of credit that is occurring concurrently with such Limited Condition Transaction); (vi) the relevant Loan Party Agent Administrative Borrower shall deliver or cause to be delivered any officers’ officer’s certificates, board resolutions, legal opinions or other documents 117 reasonably requested by the Agent in connection with the Revolver Commitment Increase, in each case substantially similar to those delivered on the Closing Date (to the extent comparable documentation was delivered on the Closing Date); (vii) the Borrowers shall pay all reasonable and documented fees and out-of-pocket expenses in connection with of the Revolver Commitment Increase, including payments required pursuant to Section 3.10 Agent in connection with the Revolver Commitment Increase and any applicable arrangement feesto the extent required pursuant to Section 3.4; (viii) the Agent shall have consented in writing to such Revolver Commitment Increase (which consent shall not be unreasonably withheld); and (ix) such increase shall be in a minimum amount of the Dollar Equivalent of $25,000,000 and integral multiples of $5,000,000 in excess thereof (or such lesser amount as Agent may reasonably agree); and (ix) if Agent determines in its reasonable discretion upon the advice of counsel that the same is required by, or advisable under, Applicable Law in order to maintain the perfected security interest and Lien of Agent in and on the Collateral with the priority contemplated in the case Intercreditor Agreement and the Security Documents to secure all of the U.S. Secured Obligations, including the Secured Obligations arising due to any Revolver Commitments Commitment Increase, the Loan Parties shall enter into any such security documents, amendments, confirmations, reaffirmations or in other agreements (it being understood and agreed that, at the reasonable discretion of Agent, such agreements may be entered into on a minimum amount of $10,000,000 in the case of each of the Foreign Revolver Commitmentspost-closing basis within a timeframe to be agreed). Notwithstanding the foregoing, after the occurrence of the Sixth Amendment Effective Date, in no event shall (a) the Dollar Equivalent of the sum of the aggregate principal amount of all Revolver Commitment Increases made under this Section 2.1.7 2.1.9 exceed the sum greater of (x) $100,000,000750,000,000 and (y) Suppressed Availability (for the avoidance of doubt, nor (b) which Suppressed Availability shall be measured at the time of each such Revolver Commitment Increase and not in the aggregate for all such Revolver Commitment Increases), plus the amount of all Foreign voluntary permanent reductions of the Revolver Commitment Increases under this Section 2.1.7 exceed the sum of $40,000,000Commitments hereunder.

Appears in 1 contract

Samples: Abl Credit Agreement (WillScot Mobile Mini Holdings Corp.)

Terms of Revolver Commitment Increases. Each notice of an increase in any Borrower Group Revolver Commitment shall specify the proposed date (each, an “Increase Date”) for the effectiveness of the Revolver Commitment Increase, which date shall be not less than ten (10) 10 Business Days (or such shorter period as the Agent may agree) after the date on which such notice is delivered to the Agent. Any such increase shall be subject to the following additional conditions: (i) no Default or Event of Default shall have occurred and be continuing as of the date of such notice or both immediately before and after giving effect to such Revolver Commitment Increase thereto as of the Increase DateDate (provided that, solely with respect to an Increase Date occurring in connection with a Limited Condition Transaction, no Event of Default shall have occurred and be continuing as of the LCT Test Date and no Event of Default arising under Section 11.1.1 or Section 11.1.5 has occurred and is continuing as of the date of the consummation of such Limited Condition Transaction both immediately before and after giving effect thereto, it being understood and agreed that the terms of this proviso shall not apply to any Borrowing or other extension of credit under any Facility); (ii) after giving effect to the proposed increase, the U.S. Revolver Commitment shall be at least sixty percent (60%) of the Commitments, (iii) no Lender shall be obligated or have a right to participate in the Revolver Commitment Increase by increasing its CommitmentRevolver Commitment and no Borrower shall have any obligation to offer existing Lenders rights to participate in such Revolver Commitment Increase; (iviii) the Revolver Commitment Increase shall be on the same terms and conditions as this AgreementAgreement (other than upfront fees paid to any Lender that is increasing its commitment or to any Additional Revolver Lender); provided that if the Applicable Margin, except unused line fees or fees associated with Letters of Credit in respect of any Revolver Commitment Increase are greater than those of the Facility, the Applicable Margin, unused line fees and fees associated with Letters of Credit with respect to closing feesthe Facility shall be increased (without the consent of any Lender) to the extent of the applicable differential; (viv) the Revolver Commitment Increase, to the extent arising from the admission of an Additional Revolver Lender, shall be effected pursuant to one or more joinder agreements executed and delivered by the Applicable Borrowers, the Additional Revolver Lender(s) and the Agent, each of which shall be in form and substance reasonably satisfactory to the Agent; (v) all of the representations and warranties contained in this Agreement and the other Loan Documents (provided that, solely with respect to an Increase Date occurring in connection with a Limited Condition Transaction, this clause (v) shall be limited to the Specified Representations and customary “specified acquisition agreement representations” or European “certain funds” representations as agreed by the relevant Lenders and Additional Revolver Lenders providing the relevant Revolver Commitment Increase, it being understood and agreed that the terms of this proviso shall not apply to any Borrowing or other extension of credit under any Facility) are true and correct in all material respects (unless such representations and warranties are stated to relate to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date, and unless any representation or warranty is qualified by materiality, material adverse effect or similar language, in which case such representation and warranty shall be true and correct in all respects); (vi) [Reserved]; (vii) the relevant Loan Party Agent Administrative Borrower shall deliver or cause to be delivered any officers’ certificates, board resolutions, legal opinions or other documents reasonably requested by the Agent in connection with the Revolver Commitment Increase, in each case substantially similar to those delivered on the Closing Date (to the extent comparable documentation was delivered on the Closing Date); (viiviii) the Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses in connection with the Revolver Commitment Increase, including payments required pursuant to Section 3.10 in connection with the Revolver Commitment Increase and any applicable arrangement feesIncrease; (viii) the Agent shall have consented in writing to such Revolver Commitment Increase (which consent shall not be unreasonably withheld); and (ix) such increase shall be in a minimum amount of $25,000,000 10,000,000 and integral multiples of $5,000,000 in excess thereof; and (x) if the Agent determines in its reasonable discretion upon the advice of counsel that the same is required by, or advisable under, Applicable Law in order to maintain the perfected security interest and Lien of the Agent in and on the Collateral with the priority contemplated in the case Intercreditor Agreement and the Security Documents to secure all of the U.S. Secured Obligations, including the Secured Obligations arising due to any Revolver Commitments Commitment Increase, the Loan Parties shall enter into any such security documents, amendments, confirmations, reaffirmations or in a minimum amount of $10,000,000 in other agreements (it being understood and agreed that, at the case of each reasonable discretion of the Foreign Revolver CommitmentsAgent, such agreements may be entered into on a post-closing basis within a timeframe to be agreed). Notwithstanding the foregoing, in no event shall (a) the sum of the aggregate principal amount of all Revolver Commitment Increases made under this Section 2.1.7 2.1.11 exceed the sum of (A) $100,000,00075,000,000, nor plus (bB) the aggregate amount of all Foreign voluntary permanent reductions of the Revolver Commitment Increases under this Section 2.1.7 exceed Commitments hereunder after the sum of $40,000,000Closing Date.

Appears in 1 contract

Samples: Abl Credit Agreement (Target Hospitality Corp.)

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