Common use of Borrower Request Clause in Contracts

Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect to request an increase to the existing Revolving Commitments (each, an “Incremental Revolving Commitment”) in an aggregate principal amount when combined with the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess of the Available Incremental Amount. Each such notice shall specify (i) the date (each, a “Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) to whom the Borrower proposes any portion of such Incremental Revolving Commitment be allocated and the amounts of such allocations.

Appears in 9 contracts

Samples: Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)

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Borrower Request. The Borrower Borrowers may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Credit Facility, an increase to the existing Revolving Credit Commitments (each, an “Incremental Revolving Commitment”) in and/or (y) the establishment of one or more new term loan commitments (each, an “Incremental Term Commitment”), by an aggregate principal amount when combined with the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess of the Available Incremental Maximum Increase Amount. Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Borrower proposes Borrowers propose that the Incremental Revolving Commitment Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as unless a shorter period is approved by the Administrative Agent shall agree in its sole discretion) Agent), and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) Eligible Assignee to whom the Borrower proposes Borrowers propose any portion of such Incremental Revolving Commitment Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment; provided, further, that (i) the principal amount for all such Incremental Commitments shall not exceed the Maximum Increase Amount; and (ii) each Incremental Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $5,000,000 in excess thereof (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

Appears in 6 contracts

Samples: Credit Agreement (Casella Waste Systems Inc), Credit Agreement (Casella Waste Systems Inc), Credit Agreement (Casella Waste Systems Inc)

Borrower Request. The Borrower Borrowers may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect to request (x) prior to the Final Loan Maturity Date, an increase to the existing Revolving Commitments (each, an “Incremental Revolving Commitment”) in and/or (y) the establishment of one or more new term loan commitments (each, an “Incremental Term Commitment” and together with the Incremental Revolving Commitments, the “Incremental Commitments”), by an aggregate principal amount when combined with the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess of the Available Incremental AmountUS$750,000,000. Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Borrower proposes Borrowers propose that the Incremental Revolving Commitment Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) Eligible Assignee to whom the Borrower proposes Borrowers propose any portion of such Incremental Revolving Commitment Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of US$10,000,000 or any whole multiple of US$1,000,000 in excess thereof (provided that such amount may be less than US$10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

Appears in 3 contracts

Samples: Revolving Credit Agreement, Revolving Credit Agreement (NextEra Energy Partners, LP), Revolving Credit Agreement (NextEra Energy Partners, LP)

Borrower Request. The Borrower Borrowers (or any of them) may at any time and from time to time after the Acquisition Effective Date by written notice from the Administrative Borrower to the Administrative Agent elect in their sole discretion to request prior to the Revolving Maturity Date, (I) to add an additional Class of Commitments (each an “Additional Incremental Class”) or (II) to increase to the existing Revolving Commitments (eacheach an “Increased Incremental Class”; and any such Additional Incremental Class or Increased Incremental Class, an “Incremental Revolving CommitmentFacility) ; and the loans thereunder, “Incremental Revolving Loans”), in an aggregate principal amount when combined with the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess of $250,000,000 in the Available Incremental Amountaggregate and in an integral multiple of $10,000,000 and not less than $5,000,000 individually. Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Incremental Effective Date”) on which the Borrower proposes Borrowers propose that the Incremental Revolving Commitment increased or new Commitments shall be effective, effective (which shall be a date not less than ten five (105) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretionAgent) and (ii) the identity of each Person (whichwhich shall not be a Loan Party or a natural person, if not a Lender, an Approved Fund or an Affiliate and which otherwise meet the criteria set forth in the definition of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders“Eligible Assignee”) to whom the Borrower proposes Borrowers propose any portion of such Incremental Revolving Commitment increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment. Notwithstanding anything to the contrary, in no event shall any Incremental Revolving Loans be in the form of a pari passu term loan.

Appears in 2 contracts

Samples: Revolving Syndicated Facility Agreement (Tronox LTD), Revolving Syndicated Facility Agreement (Tronox LTD)

Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Date may, by written notice to the Administrative Agent elect from time to time, request an increase to the existing Revolving Commitments Term Loan Facility (eachthe commitments thereunder, an the “Incremental Revolving CommitmentCommitments”) in an aggregate principal amount when combined with not less than $50,000,000 individually and not to exceed the aggregate amount applicable Incremental Amount from one or more Incremental Lenders (which may include any existing Lender) willing to provide such Incremental Commitments in their sole discretion; provided that each Incremental Lender (which is not an existing Lender) shall be subject to the approval requirements of all Incremental Term Loan Commitments under Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess of the Available Incremental Amount10.02. Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the proposed Incremental Revolving Commitment Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Revolving Commitment Commitments be allocated and the amounts of such allocationsallocations (each provider of the Incremental Commitments referred to herein as an “Incremental Lender”); provided that any existing Lender approached to provide all or a portion of the proposed Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment.

Appears in 2 contracts

Samples: Credit Agreement (Delta Air Lines, Inc.), Term Loan Credit Agreement (Delta Air Lines, Inc.)

Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect request (x) prior to request the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) in and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an aggregate principal amount when combined with the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 Commitment”, and all Incremental Equivalent Debt under Section 2.5 and any other together with the Incremental Revolving CommitmentCommitments, the “Incremental Commitments”) by an amount not in excess of the Available Incremental Amountless than $50,000,000 individually. Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Commitment Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as agreed by the Administrative Agent shall agree in its sole discretionAgent) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund Eligible Assignee or an Affiliate of a Lender, shall be other lender reasonably satisfactory acceptable to the Administrative Agent and the Issuing Lenders) to whom the Borrower proposes any portion of such Incremental Revolving Commitment Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment.

Appears in 1 contract

Samples: Aircraft Security Agreement (American Airlines Inc)

Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Date by 10 Business Days’ written notice to the Administrative Agent elect request, on up to request but no more than four separate occasions, prior to the Maturity Date, an increase to the existing Revolving Commitments (each, an “Incremental Revolving Commitment”) in by an aggregate principal amount when combined with the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess of $300.0 million minus the Available amount of previous Incremental AmountRevolving Commitments made pursuant to this Section 2.18 in the aggregate and not less than $5.0 million individually. Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental increased or new Revolving Commitment Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) Eligible Assignee to whom the Borrower proposes any portion of such Incremental increased or new Revolving Commitment Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Revolving Commitments may elect or decline, in its sole discretion, to provide such increased or new Revolving Commitment. Any Borrowings with respect to the Incremental Revolving Commitment made pursuant to this Section 2.18 must comply with the requirements of Section 2.03.

Appears in 1 contract

Samples: Credit Agreement (Regency Energy Partners LP)

Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect to request (i) prior to the last day of the Revolving Availability Period, an increase to the existing Aggregate Revolving Commitments (each, an “Incremental Revolving CommitmentIncrease” and collectively, the “Incremental Revolving Increases”) and/or (ii) the establishment of one or more tranches of term loans (each, an “Incremental Term Loan Facility” and collectively the “Incremental Term Loan Facilities”; the Incremental Revolving Increases, together with the Incremental Term Loan Facilities, each an “Incremental Facility” and collectively the “Incremental Facilities”) in an aggregate principal amount when combined with the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess of $200.0 million in the Available Incremental Amountaggregate and not less than $10.0 million individually. Each such notice shall specify (iA) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the an Incremental Revolving Commitment Facility shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund Lender or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Revolving Commitment Facility be allocated and the amounts of such allocations; provided, that, any existing Lender approached to provide all or a portion of any Incremental Facility may elect or decline, in its sole discretion, to provide all or any portion of any Incremental Facility.

Appears in 1 contract

Samples: Credit Agreement (CSG Systems International Inc)

Borrower Request. The Administrative Borrower may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect (which election may be exercised by the Administrative Borrower one or more times) to request an increase after the commencement of the Revolving Availability Period and prior to the Revolving Maturity Date, increases to the existing Revolving Commitments (each, an “Incremental Revolving CommitmentCommitments”) in by an aggregate principal amount when combined with determined by the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, Administrative Borrower not in excess of an aggregate amount equal to the Available sum of (1) $500,000,000, plus (2) an amount equal to all voluntary prepayments that have resulted in permanent reductions of the Revolving Commitments, plus (3) solely after the use of the amount set forth in clause (1), an amount equal to Suppressed Availability determined as of the date of such notice (the “Incremental Facility Amount”). Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Administrative Borrower proposes that the Incremental increased or new Revolving Commitment Commitments shall be effective, which shall be a date not less than ten (10) 5 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) Eligible Assignee to whom the Administrative Borrower proposes any portion of such Incremental increased or new Revolving Commitment Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Revolving Commitments may elect or decline, in its sole discretion, to provide such increased or new Revolving Commitment.

Appears in 1 contract

Samples: Senior Secured Revolving Credit Agreement (PBF Holding Co LLC)

Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect to request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments (each, an “Incremental Revolving Loan Commitment” and loans pursuant thereto “Incremental Revolving Loans”) in and/or (y) the establishment of one or more new Term B Commitments (each, an aggregate principal amount when combined with the aggregate amount of all Incremental Term Loan Commitments under Commitment” and loans pursuant thereto “Incremental Term Loans”) for working capital or general corporate purposes, including Permitted Acquisitions, Permitted Joint Venture or Investments permitted by Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment7.06, by an amount not in excess of $50,000,000 in the Available Incremental Amountaggregate; provided that the Borrower may make no more than four increases pursuant to this Section 2.15. Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Commitment increased or new Commitments shall be effective, which shall be a date not less than ten (10) five Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Revolving Commitment increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.

Appears in 1 contract

Samples: Credit Agreement (Sbarro Express LLC)

Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Restatement Date by written notice to the Administrative Agent elect to request the establishment of one or more new revolving credit facilities (each, an increase to the existing “Incremental Revolving Commitments Facility”) with new revolving commitments (each, an “Incremental Revolving Commitment”) in an aggregate principal amount not in excess of $212,000,000 in the aggregate, when combined with the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 2.4, and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess minimum increments of $10,000,000 (or such lesser minimum increments as the Available Incremental AmountAdministrative Agent shall agree in its sole discretion). Each such notice shall specify (i) the date (each, a “Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing LendersLender) to whom the Borrower proposes any portion of such Incremental Revolving Commitment be allocated and the amounts of such allocations.

Appears in 1 contract

Samples: Credit Agreement (Microsemi Corp)

Borrower Request. The Borrower Borrowers may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect to request (x) prior to the Final Loan Maturity Date, an increase to the existing Revolving Commitments (each, an “Incremental Revolving Commitment”) in and/or (y) the establishment of one or more new term loan commitments (each, an aggregate principal amount when combined “Incremental Term Commitment” and together with the Incremental Revolving Commitments, the “Incremental Commitments”), by an incremental aggregate amount of all Incremental Term Loan Commitments under Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess of the Available Incremental AmountUS$750,000,000 for total Commitments of up to US$1,500,000,000. Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Borrower proposes Borrowers propose that the Incremental Revolving Commitment Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) Eligible Assignee to whom the Borrower proposes Borrowers propose any portion of such Incremental Revolving Commitment Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of US$10,000,000 or any whole multiple of US$1,000,000 in excess thereof (provided that such amount may be less than US$10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

Appears in 1 contract

Samples: Revolving Credit Agreement (NextEra Energy Partners, LP)

Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Date may, by written notice to the Administrative Agent elect Agent, request (x) prior to request the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments (each, a “Revolving Commitment Increase”) and/or (y) the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment” and, together with Revolving CommitmentCommitment Increase, the “Incremental Commitments”) in by an aggregate principal amount when combined with the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess of the Available Incremental Amountless than $50,000,000 individually. Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Commitment increased or new Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Revolving Commitment Commitments be allocated and the amounts of such allocationsallocations (each provider of the Incremental Commitments referred to herein as an “Incremental Lender”); provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.

Appears in 1 contract

Samples: Security Agreement (Delta Air Lines Inc /De/)

Borrower Request. The Borrower may at any time and from time to time on and after the Acquisition Effective Second Amendment Implementation Date by written notice to the Administrative Agent elect to request an increase to the existing Revolving Commitments establishment of one or more new revolving loan commitments (each, an “Incremental Revolving Loan Commitment”) in under this Agreement by an aggregate principal amount when combined with the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess of $50,000,000 in the Available Incremental Amountaggregate and in minimum increments of $10,000,000. Each such notice shall specify (i) the date (each, a “Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Loan Commitment shall be become effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing LendersAgent) to whom the Borrower proposes any portion of such Incremental Revolving Loan Commitment be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Revolving Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Loan Commitment.

Appears in 1 contract

Samples: Crown Castle International Corp

Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect to request (x) prior to the Revolving Maturity Date, an increase to the existing Revolving Commitments (each, an “Incremental Revolving Commitment”) in and/or (y) the establishment of one or more new term loans (each, an aggregate principal amount when combined with the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 Commitment” and all Incremental Equivalent Debt under Section 2.5 and together with any other Incremental Revolving Commitment, an “Incremental Commitment”), by an aggregate amount not in excess of the Available Incremental Amount$190,000,000. Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Commitment Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) assignee to whom the Borrower proposes any portion of such Incremental Revolving Commitment Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of not less than $10,000,000 and in integral multiples of $1,000,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

Appears in 1 contract

Samples: Credit Agreement (PharMerica CORP)

Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Credit Facility, an increase to the existing Revolving Credit Commitments (each, an “Incremental Revolving Commitment”) in and/or (y) the establishment of one or more new term loan commitments (each, an “Incremental Term Commitment”), by an aggregate principal amount when combined with the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess of the Available Incremental Amount$50,000,000. Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Commitment Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Revolving Commitment Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of at least $10,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

Appears in 1 contract

Samples: Credit Agreement (Quidel Corp /De/)

Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Restatement Date by written notice to the Administrative Agent elect to request an increase to the existing Revolving Commitments establishment of one or more new term loan facilities (each, an “Incremental Revolving Term Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) in an aggregate principal amount not in excess of $212,000,000 in the aggregate, when combined with the aggregate amount of all Incremental Term Loan Revolving Commitments under Section 2.4 3.16, and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess minimum increments of $10,000,000 (or such lesser minimum increments as the Available Incremental AmountAdministrative Agent shall agree in its sole discretion). Each such notice shall specify (i) the date (each, a “Revolving Commitment Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Term Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing LendersAgent) to whom the Borrower proposes any portion of such Incremental Revolving Term Loan Commitment be allocated and the amounts of such allocations.

Appears in 1 contract

Samples: Credit Agreement (Microsemi Corp)

Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect to request (x) prior to the Class A Revolving Maturity Date, an increase to the existing Class A Revolving Commitments (each, an “Incremental Revolving Loan Commitment”) and/or (y) the establishment of one or more new Term Loan Commitments (each, an “Incremental 84 Term Loan Commitment”) by an amount equal to $3,000,000 in an aggregate principal amount when combined with the aggregate; provided, that after giving effect to such increase, the aggregate amount of all Incremental Term Loan Revolving Loans, Swingline Loans, Letters of Credit and Revolving Commitments under Section 2.4 (without duplication) shall not exceed $40,000,000; provided, further, that after giving effect to such increase, the aggregate amount of all Loans and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, Commitments (without duplication) shall not in excess of the Available Incremental Amountexceeed $97,950,000. Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Commitment increased or new Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Revolving Commitment increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.

Appears in 1 contract

Samples: Credit Agreement (Jacobs Entertainment Inc)

Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Date Closing Datelast day of the Liquidity Testing Period by written notice to the Administrative Agent elect to request an increase to the existing Initial Revolving Commitments Commitment (each, an “Incremental Revolving Facility”) with revolving commitments (each, an “Incremental Revolving Commitment”) in an aggregate principal amount when combined with the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess of the Available Incremental AmountCap, and in minimum increments of $500,000 and a minimum amount of $5,000,000 (or such lesser amount equal to the remaining Incremental Cap). Each such notice shall specify (i) the date (each, a “Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Commitment shall be effective, which shall be a date not less than ten three (103) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing LendersLender (each such acceptance not to be unreasonably withheld or delayed)) to whom the Borrower proposes any portion of such Incremental Revolving Commitment be allocated and the amounts of such allocations.; provided, that any existing Lender approached to provide all or a portion of the Incremental Revolving Commitments may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment. (b)

Appears in 1 contract

Samples: Credit Agreement (Lantheus Holdings, Inc.)

Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect to request an increase to the establishment of one or more new Term Loan Commitments under a new term facility or under the existing Revolving Commitments term facility or any increase under an existing Tranche of Term Loans (each, an “Incremental Revolving Commitment”) , and collectively, the “Incremental Facilities”), in an aggregate principal amount when combined with not to exceed the aggregate amount Maximum Incremental Facilities Amount (the date of establishment of any such Incremental Facility, an “Increase Effective Date”). Any existing Lender approached to provide all or a portion of such Incremental Term Loan Commitments under Section 2.4 and all may elect or decline, in its sole discretion, to provide such Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, and, to the extent any such Incremental Commitments are not in excess of the Available Incremental Amount. Each provided by existing Lenders, each Lender providing such notice commitments shall specify otherwise constitute an Eligible Assignee hereunder; provided that (i) the date (each, a “Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) have consented to such Eligible Assignee providing such Incremental Commitment, as applicable, solely if and to the extent such consent would be required under Section 10.04 for an assignment of such Type of Term Loans or Commitments, as applicable, to such Eligible Assignee and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, any Incremental Facilities to be provided by Sponsor Investors shall be reasonably satisfactory subject to the Administrative Agent and terms of Section 10.04(b) as if such Incremental Facilities were being assigned to such Sponsor Investor; provided further that, for the Issuing Lenders) to whom avoidance of doubt, the Borrower proposes shall not be required to offer the opportunity to participate in any portion of such Incremental Revolving Commitment be allocated and the amounts of such allocationsFacility to any existing Lenders.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Allvue Systems Holdings, Inc.)

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Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect to request an increase to the existing Revolving Commitments establishment of one or more new term loan commitments (each, an “Incremental Revolving Term Loan Commitment” and the term loans made pursuant thereto, the “Incremental Term Loans”) by an amount such that, after giving effect to such Incremental Term Loans, the Aggregate Incremental Amount does not exceed the Incremental Cap and in an aggregate principal amount when combined with the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess of the Available Incremental Amountless than $5,000,000 individually. Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Commitment increased or new Commitments shall be effective, which shall be a date not less than ten (10) Business Days (or such shorter period as is acceptable to the Required Lenders) after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Revolving Commitment increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that each person who is not an existing Lender to which new Commitments are to be allocated must be a bank, financial institution or other institution (other than Holdings or any Subsidiary of Holdings) reasonably acceptable to the Required Lenders.

Appears in 1 contract

Samples: Second Lien Credit Agreement (CPI International Holding Corp.)

Borrower Request. The After the TIBCO Contribution Date, the Borrower may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect to request an increase to the establishment of one or more new Term Loan Commitments under a new term facility or under the existing Revolving Commitments term facility or any increase under an existing tranche of Loans (provided that the Borrower may not increase the Term B-1 Loans) (each, an “Incremental Revolving Term Loan Commitment” and collectively, the “Incremental Facilities) ), in an aggregate principal amount when combined with not to exceed the aggregate amount of all Maximum Incremental Term Loan Commitments under Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess of the Available Incremental Facilities Amount. Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the such Incremental Revolving Commitment Term Loan Commitments shall be effective, which shall be a date not less than ten five (105) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier different date as may be agreed to by the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person Eligible Assignee (which, if not a Lendereach such person, an Approved Fund or an Affiliate of a “Additional Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) to whom the Borrower proposes any portion of such Incremental Revolving Commitment Term Loan Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of such Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment.

Appears in 1 contract

Samples: Term Loan Credit Agreement

Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Credit Facility, an increase to the existing Revolving Credit Commitments (each, an “Incremental Revolving Commitment”) in and/or (y) the establishment of one or more new term loan commitments (each, an “Incremental Term Commitment”), by an aggregate principal amount when combined with the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess of the Available Incremental Permitted Increase Amount. Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Commitment Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Revolving Commitment Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. A maximum of five 67 Incremental Commitments shall be permitted. Each Incremental Commitment shall be in an aggregate amount of $20,000,000 or any whole multiple of $5,000,000 in excess thereof (provided that such amount may be less than $20,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

Appears in 1 contract

Samples: Credit Agreement (TopBuild Corp)

Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect to request (i) prior to the last day of the Revolving Availability Period, an increase to the existing Aggregate Revolving Commitments (each, an “Incremental Revolving CommitmentIncrease” and collectively, the “Incremental Revolving Increases”) and/or (ii) the establishment of one or more tranches of term loans (each, an “Incremental Term Loan Facility” and collectively the “Incremental Term Loan Facilities”; the Incremental Revolving Increases, together with the Incremental Term Loan Facilities, each an “Incremental Facility” and collectively the “Incremental Facilities”) in an aggregate principal amount when combined with the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess of the Available Incremental AmountAmount in the aggregate and not less than $10.0 million individually. Each such notice shall specify (iA) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the an Incremental Revolving Commitment Facility shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund Lender or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Revolving Commitment Facility be allocated and the amounts of such allocations; provided, that, any existing Lender approached to provide all or a portion of any Incremental Facility may elect or decline, in its sole discretion, to provide all or any portion of any Incremental Facility.

Appears in 1 contract

Samples: Credit Agreement (CSG Systems International Inc)

Borrower Request. The Borrower Representative may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Facility, an increase to the existing Revolving Commitments (each, an “Incremental Revolving Commitment”) in and/or (y) the establishment of one or more new term loan commitments (each, an “Incremental Term Commitment”), by an aggregate principal amount when combined with the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess of the Available Incremental Amount$50,000,000. Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Borrower Representative proposes that the Incremental Revolving Commitment Commitments shall be effective, which shall be a date not less than ten (10) 15 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund existing Lender or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) Eligible Assignee to whom the Borrower Representative proposes any portion of such Incremental Revolving Commitment Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $25,000,000 or any whole multiple of $5,000,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

Appears in 1 contract

Samples: Credit Agreement (Smith & Wesson Holding Corp)

Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect to request an increase to one or more increases in the existing amount of the Revolving Commitments (eacheach such increase, an a Incremental Revolving CommitmentCommitment Increase”) in an aggregate principal amount when combined with the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess of $10,000,000 in the Available Incremental Amountaggregate and not less than $5,000,000 individually. Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Incremental Effective Date”) on which the Borrower proposes that the Incremental Revolving Commitment Increase shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Revolving Commitment Increase be allocated and the amounts of such allocationsallocations; provided, that any existing Lender approached to provide all or a portion of the Revolving Commitment Increase may elect or decline, in its sole discretion, to provide such Revolving Commitment Increase. Upon each increase in the Revolving Commitments pursuant to this Section 2.16, if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid.

Appears in 1 contract

Samples: First Lien Credit Agreement (Global Geophysical Services Inc)

Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Credit Facility, an increase to the existing Revolving Credit Commitments (each, an “Incremental Revolving Commitment”) in and/or (y) the establishment of one or more new term loan commitments (each, an “Incremental Term Commitment”), by an aggregate principal amount when combined with incurred after the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, Second Amendment Effective Date not in excess of the Available Incremental Permitted Increase Amount. Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Commitment Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Revolving Commitment Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. A maximum of five Incremental Commitments after the Second Amendment Effective Date shall be permitted. Each Incremental Commitment shall be in an aggregate amount of $20,000,000 or any whole multiple of $5,000,000 in excess thereof (provided that such amount may be less than $20,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

Appears in 1 contract

Samples: Credit Agreement (TopBuild Corp)

Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Credit Facility, an increase to the existing Revolving Credit Commitments (each, an “Incremental Revolving Commitment”) in and/or (y) the establishment of one or more new term A loan commitments (each, an aggregate principal amount when combined with the aggregate amount of all Incremental Term Loan Commitments under Commitment”), subject to the conditions section forth in Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess of the Available Incremental Amount2.15(b). Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Commitment Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Revolving Commitment Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above). The Borrower may make a maximum of three requests for an Incremental Revolving Commitment or Incremental Term Commitment prior to the Maturity Date.

Appears in 1 contract

Samples: Credit Agreement (Halozyme Therapeutics, Inc.)

Borrower Request. The Borrower Agent may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect to request an increase to the establishment of one or more new Commitments under a new term facility or under the existing Revolving Commitments term facility or any increase under an existing tranche of Loans (each, an “Incremental Revolving Commitment” and collectively, the “Incremental Facilities) ), in an aggregate principal amount when combined with not to exceed the aggregate amount of all Maximum Incremental Term Loan Commitments under Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess of the Available Incremental Facilities Amount. Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Borrower Agent proposes that the such Incremental Revolving Commitment Commitments shall be effective, which shall be a date not less than ten five (105) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier different date as may be agreed to by the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person Eligible Assignee (which, if not a Lendereach such person, an Approved Fund or an Affiliate of a “Additional Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) to whom the Borrower Agent proposes any portion of such Incremental Revolving Commitment Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of such Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment.

Appears in 1 contract

Samples: Credit Agreement (Transfirst Holdings Corp.)

Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect to request (x) prior to the Final Loan Maturity Date, an increase to the existing Revolving Commitments (each, an “Incremental Revolving Commitment”) in and/or (y) the establishment of one or more new term loan commitments (each, an aggregate principal amount when combined “Incremental Term Commitment” and together with the Incremental Revolving Commitments, the “Incremental Commitments”), by an incremental aggregate amount of all Incremental Term Loan Commitments under Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess of the Available Incremental AmountUS$750,000,000 for total Commitments of up to US$3,250,000,000. Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Commitment Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Revolving Commitment Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of US$10,000,000 or any whole multiple of US$1,000,000 in excess thereof (provided that such amount may be less than US$10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

Appears in 1 contract

Samples: Revolving Credit Agreement (Nextera Energy Partners, Lp)

Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect to request (x) prior to the Revolving Maturity Date, an increase to the existing Revolving Commitments (each, an “Incremental Revolving Commitment”) in and/or (y) the establishment of one or more new Term Loan commitments (each, an aggregate principal amount when combined with the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 Commitment” and all Incremental Equivalent Debt under Section 2.5 and together with any other Incremental Revolving Commitment, an “Incremental Commitment.”), by an aggregate amount not in excess of the Available Incremental Amount$100,000,000. Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Commitment Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) assignee to whom the Borrower proposes any portion of such Incremental Revolving Commitment Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

Appears in 1 contract

Samples: Credit Agreement (PharMerica CORP)

Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Date may, by written notice to the Administrative Agent elect from time to time, request an increase to the existing Revolving Commitments Term Loan Facility (eachthe commitments thereunder, an the “Incremental Revolving CommitmentCommitments” and the Term Loans thereunder, the “Incremental Term Loans”) in an aggregate principal amount when combined with not less than $50,000,000 individually from one or more Incremental Lenders (which may include any existing Lender) willing to provide such Incremental Commitments in their sole discretion; provided that each Incremental Lender (which is not an existing Lender) shall be subject to the aggregate amount approval requirements of all Incremental Term Loan Commitments under Section 2.4 and all Incremental Equivalent Debt under Section 2.5 and any other Incremental Revolving Commitment, not in excess of the Available Incremental Amount10.02. Each such notice shall specify (i) the date (each, a an Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the proposed Incremental Revolving Commitment Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person (which, if not a Lender, an Approved Fund or an Affiliate of a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders) Eligible Assignee to whom the Borrower proposes any portion of such Incremental Revolving Commitment Commitments be allocated and the amounts of such allocationsallocations (each provider of the Incremental Commitments referred to herein as an “Incremental Lender”); provided that any existing Lender approached to provide all or a portion of the proposed Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Delta Air Lines, Inc.)

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