Increase Effective Date. (i) Administrative Agent and Borrower shall determine the effective date for an Incremental Term Loan Facility or Revolving Commitment Increase pursuant to this Section 2.9 (an “Increase Effective Date”) and, if applicable, the final allocation of such Incremental Commitments among the Persons providing such Incremental Term Loan Facility or Revolving Commitment Increase; provided that such date shall be a Business Day at least ten (10) Business Days after delivery of the request for such Incremental Term Loan Facility or Revolving Commitment Increase (unless otherwise approved by the Administrative Agent) and at least thirty (30) days prior to the Maturity Date. [BGSF] Amended and Restated Credit Agreement (ii) In order to effect such Incremental Term Loan Facility or Revolving Commitment Increase, Borrower, the applicable Incremental Lender(s) and Administrative Agent (but no other Lenders or Persons) shall enter into one or more joinder agreements or incremental amendments, each in form and substance satisfactory to Borrower and Administrative Agent, pursuant to which the applicable Incremental Lender(s) will provide the applicable Incremental Commitment(s). (iii) Effective as of the applicable Increase Effective Date, subject to the terms and conditions set forth in this Section 2.9, (A) each Incremental Term Loan Commitment shall be a Term Loan Commitment hereunder and each Revolving Commitment Increase shall be a Revolving Credit Commitment hereunder and, in each case, Schedule 2.01 shall be updated accordingly to reflect such Incremental Commitment, each Incremental Lender providing such Incremental Commitment shall be, and have all the rights of, a Lender and a Term Loan Lender or Revolving Credit Lender, as applicable, and the Credit Extensions made by it on such Increase Effective Date pursuant to this Section 2.9 shall be Term Loans, Revolving Credit Loans or Letters of Credit, as applicable, for all purposes of this Agreement and (B) The amount of the installments due on the Term Loans as set forth in Section 2.7(b) shall be increased by Administrative Agent (but without the consent of any Lender) on a pro rata basis to reflect such increase.
Appears in 1 contract
Sources: Credit Agreement (Bgsf, Inc.)
Increase Effective Date. (i) 1.1.41.1. Administrative Agent and Borrower shall determine the effective date for an Incremental Term Loan Facility or Revolving Commitment Increase pursuant to this Section 2.9 (an “Increase Effective Date”) and, if applicable, the final allocation of such Incremental Commitments among the Persons providing such Incremental Term Loan Facility or Revolving Commitment Increase; provided that such date shall be a Business Day at least ten (10) Business Days after delivery of the request for such Incremental Term Loan Facility or Revolving Commitment Increase (unless otherwise approved by the Administrative Agent) and at least thirty (30) days prior to the Maturity Date.
1.1.41.2. [BGSF] Amended and Restated Credit Agreement
(ii) In order to effect such Incremental Term Loan Facility or Revolving Commitment Increase, Borrower, the applicable Incremental Lender(s) and Administrative Agent (but no other Lenders or Persons) shall enter into one or more joinder agreements or incremental amendments, each in form and substance satisfactory to Borrower and Administrative Agent, pursuant to which the applicable Incremental Lender(s) will provide the applicable Incremental Commitment(s).
(iii) 1.1.41.3. Effective as of the applicable Increase Effective Date, subject to the terms and conditions set forth in this Section 2.9, (A) each Incremental Term Loan Commitment shall be a Term Loan Commitment hereunder and each Revolving Commitment Increase shall be a Revolving Credit Commitment hereunder and, in each case, Schedule 2.01 shall be updated accordingly to reflect such Incremental Commitment, each Incremental Lender providing such Incremental Commitment shall be, and have all the rights of, a Lender and a Term Loan Lender or Revolving Credit Lender, as applicable, and the Credit Extensions made by it on such Increase Effective Date pursuant to this Section 2.9 shall be Term Loans, Revolving Credit Loans or Letters of Credit, as applicable, for all purposes of this Agreement and (B) The amount of the installments due on the Term Loans as set forth in Section 2.7(b) shall be increased by Administrative Agent (but without the consent of any Lender) on a pro rata basis to reflect such increase.
Appears in 1 contract
Sources: Credit Agreement (Bgsf, Inc.)
Increase Effective Date. The Increase Effective Date shall occur on the date that each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) The Increase Effective Date Acquisition shall have been consummated in all material respects in accordance with the terms of the Merger Agreement.
(b) The Target Debt Repayment shall have occurred.
(c) The Successor Borrower shall have delivered a Borrower Accession Agreement, and (i) solely to the extent that Nationstar Mortgage Holdings, Inc., the Target or any of the Target’s other subsidiaries (each, a “Target Obligor”) is an obligor under any of the Specified Target Notes or any refinancing Indebtedness in respect thereof that will remain outstanding following the Increase Effective Date, such Target Obligors shall have delivered a Guarantor Supplement and (ii) solely to the extent that Redfin Corporation is obligor under any of the Borrower’s senior debt securities as of the Increase Effective Date, Redfin Corporation shall have delivered a Guarantor Supplement, together with, in each case:
(i) a favorable written opinion (addressed to the Administrative Agent and Borrower shall determine the effective date for an Incremental Term Loan Facility or Revolving Commitment Increase pursuant to this Section 2.9 (an “Lenders and dated the Increase Effective Date”) andof ▇▇▇▇, if applicable▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the final allocation of Borrower, in form and substance acceptable to the Administrative Agent and covering matters relating to such Incremental Commitments among the Persons providing such Incremental Term Loan Facility or Revolving Commitment Increase; provided that such date shall be a Business Day at least ten (10) Business Days after delivery of the request for such Incremental Term Loan Facility or Revolving Commitment Increase (unless otherwise approved Successor Borrower and Guarantors as are reasonably requested by the Administrative Agent;
(ii) the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Successor Borrower and such Guarantors, and the authorization of this Agreement and the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel; and
(iii) (A) the Administrative Agent shall have received, at least thirty (30) five days prior to the Maturity Increase Effective Date. [BGSF] Amended , all documentation and Restated Credit Agreementother information regarding the Loan Parties requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least 15 Business Days prior to the Increase Effective Date and (B) to the extent the Successor Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Increase Effective Date, any Lender that has requested, in a written notice to the Borrower at least 15 Business Days prior to the Increase Effective Date, |US-DOCS\158634325.10|| a Beneficial Ownership Certification in relation to the Successor Borrower shall have received such Beneficial Ownership Certification.
(iid) In order to effect such Incremental Term Loan Facility or Revolving Commitment IncreaseSince the Merger Agreement Signing Date, Borrower, there shall not have occurred and be continuing a Maverick Material Adverse Effect (as defined in the applicable Incremental Lender(s) and Administrative Agent (but no other Lenders or Persons) shall enter into one or more joinder agreements or incremental amendments, each in form and substance satisfactory to Borrower and Administrative Agent, pursuant to which Merger Agreement as of the applicable Incremental Lender(s) will provide the applicable Incremental Commitment(sMerger Agreement Signing Date).
(iiie) Effective as of The Administrative Agent, the applicable Arrangers and the Lenders shall have received all fees and other amounts due and payable on or prior to the Increase Effective Date, subject including, to the terms extent invoiced, reimbursement or payment of all out of pocket expenses and fees of counsel to the Administrative Agent, the Arrangers and the Lenders required to be reimbursed or paid by the Borrower.
(f) The Administrative Agent shall have received a certificate, dated the Increase Effective Date and signed by the president or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in this Section 2.9, paragraphs (Aa) each Incremental Term Loan Commitment shall be a Term Loan Commitment hereunder and each Revolving Commitment Increase shall be a Revolving Credit Commitment hereunder and, in each case, Schedule 2.01 shall be updated accordingly to reflect such Incremental Commitment, each Incremental Lender providing such Incremental Commitment shall be, and have all the rights of, a Lender and a Term Loan Lender or Revolving Credit Lender, as applicable, and the Credit Extensions made by it on such Increase Effective Date pursuant to this Section 2.9 shall be Term Loans, Revolving Credit Loans or Letters of Credit, as applicable, for all purposes of this Agreement and (B) The amount of the installments due on the Term Loans as set forth in Section 2.7(b) shall be increased by Administrative Agent (but without the consent of any Lender) on a pro rata basis to reflect such increase.b)
Appears in 1 contract
Sources: Revolving Credit Agreement (Rocket Companies, Inc.)