Increase in Commitments. (i) WPZ shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 4 contracts
Sources: Credit Agreement (Transcontinental Gas Pipe Line Company, LLC), Credit Agreement (Northwest Pipeline Gp), Credit Agreement (Williams Companies Inc)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, right at any time and from time to time during the period beginning on the Effective Date to cause one or more but excluding the Termination Date to request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the Issuing Banks (allocations of the increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to be unreasonably withheld)increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate and is continuing;
other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such certificates increase; (ii) an opinion of resolutions or other actioncounsel to the Borrower and the Guarantors, incumbency certificates and/or other certificates and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of a Responsible Officer such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably require evidencing request and (2) in the identity, authority and capacity case of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become or cease to be an Issuing Bank under this Agreement comply with “know your customer” and (B) increase or decrease anti-money laundering rules and regulations, including without limitation, the Letter of Credit Commitment of any Lender as an Issuing BankPatriot Act.
Appears in 4 contracts
Sources: Credit Agreement (Diversified Healthcare Trust), Credit Agreement (Diversified Healthcare Trust), Credit Agreement (Diversified Healthcare Trust)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,0001,800,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, and (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZthe Borrower, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Revolving Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ the Borrower shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner Borrower certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ the Borrower is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZthe Borrower, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any The Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 3 contracts
Sources: Credit Agreement (Williams Companies Inc), Credit Agreement (WPX Energy, Inc.), Credit Agreement (Williams Companies Inc)
Increase in Commitments. (a) The Borrower shall have the right to request increases in the aggregate amount of the Commitments of any Class or one or more additional tranches of commitments in the aggregate amount of $200,000,000 (each such increase in the Commitments of any Class or additional tranche, a “Commitment Increase”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall specify whether such request is for (i) WPZ an increase of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments or (ii) an additional tranche of commitments; provided that after giving effect to any and all such Commitment Increases, the aggregate amount of Commitments shall have not exceed One Billion Dollars ($1,000,000,000). Each such Commitment Increase must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the optionBorrower and the Administrative Agent may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, without in consultation with the Borrower, shall manage all aspects of the syndication of such Commitment Increase, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such Commitment Increase and the allocations thereof among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such Commitment Increase; provided that, the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks Borrower (such approval not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Commitment Increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement one or more financial institutions as Lenders (collectivelyin connection with any such requested Commitment Increase must be an Eligible Assignee subject to, and in accordance with, the “New Lenders”provisions of Section 13.5(b).
(b) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect The effectiveness of any Commitment Increase under this Section is subject to the increasefollowing conditions precedent (subject, in the case of a Commitment Increase incurred to finance a Limited Condition Transaction, to Section 1.6; provided, that any such request for a Commitment Increase by the Borrower shall specify that such condition is to apply): (w) no Default or Event of Default (or, in the case of a Commitment Increase incurred to finance a Limited Condition Transaction, no Event of Default described in clause (a), (e) or (f) of Section 11.1) shall have occurred hereunder exist and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and continuing on the effective date of such increase Commitment Increase, (x) the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section representations and warranties made or deemed made by the execution Borrower and delivery each other Loan Party in the Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such Commitment Increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder; provided, that in the case of a Commitment Increase incurred to finance a Limited Condition Transaction, such representations and warranties shall be limited to the Specified Representations, (y) payment of any and all Fees required in connection with such Commitment Increase, and (z) the Administrative Agent shall have received each of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) abovefollowing, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrower to authorize such increase and (B) all corporate or other necessary action taken by each Guarantor, if any, authorizing the guaranty of such Commitment Increase; (ii) an opinion of counsel to the Borrower and the other Loan Parties, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) to the extent requested by the applicable Lender, a certificate dated as new Note executed by the Borrower, payable to such new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders providing a Commitment Increase, in the amount of such ▇▇▇▇▇▇’s Commitment at the time of the Increase Effective Date, signed by a Responsible Officer effectiveness of the General Partner certifying that each of the conditions applicable Commitment Increase and a Beneficial Ownership Certification.
(c) In connection with any Commitment Increase pursuant to such increase set forth in this Section 2.01(c) 2.13, any Lender becoming a party hereto shall have occurred and been complied with and that, before and after giving effect to such increase, (1) execute such documents and agreements as the representations Administrative Agent may reasonably request and warranties (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent its name, address, tax identification number and/or such other than Added L/C Representationsinformation as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.
(d) contained Each Commitment Increase with respect to an additional tranche of Commitments may be made hereunder pursuant to an amendment or restatement (each, an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by Borrower, each Lender participating in such tranche and the Administrative Agent. Each Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier datemay be necessary or appropriate, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary reasonable opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause to effect the provisions of this Section 2.13. All such Lender incremental Term Loans (i) shall rank pari passu in right of payment with the other Loans, (ii) shall not mature earlier than the latest Term Loan Maturity Date then in effect for any then-existing Loans (but may have amortization prior to become or cease to be an Issuing Bank under this Agreement such date), and (Biii) increase shall be (x) treated substantially the same as (and in any event no more favorably than), and (y) consistent with the terms and conditions applicable to, the initial Loans made or decrease deemed made on the Letter Effective Date. Each applicable incremental Lender shall fund the applicable incremental Loans in accordance with the requirements of Credit Commitment of any Lender as an Issuing Bankthe applicable Incremental Term Loan Amendment.
Appears in 3 contracts
Sources: Term Loan Agreement (Realty Income Corp), Term Loan Agreement (Spirit Realty Capital, Inc.), Term Loan Agreement (Realty Income Corp)
Increase in Commitments. (ia) WPZ shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable Upon notice to the Administrative Agent and executed by WPZ(which shall promptly notify the Lenders), at any time after the Closing Date, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Company may on up to ten different occasions request additional Term Commitments and/or additional Revolving Credit Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase ; provided that (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16i) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase such addition, the aggregate amount of all additional Term Commitments and additional Revolving Credit Commitments that have been added pursuant to this Section 2.16 shall not exceed $600,000,000, and (ii) any such addition shall be in the Aggregate Commitments under this Sectionan aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof.
(b) Any loans made in respect of any such additional Term Commitments (the "ADDITIONAL TERM LOANS") may be made, at the option of the Company, either by (i) increasing the Term Loans with the same terms (including pricing) as the existing Term Loans, or (ii) As creating a condition precedent new tranche of terms loans (an "ADDITIONAL TERM LOAN TRANCHE"); provided that any Additional Term Loan Tranche (A) shall not mature prior to each increase the stated Maturity Date and (B) the Weighted Average Life to Maturity of any Additional Term Loan Tranche shall be no less than the Weighted Average Life to Maturity of the Term Loans.
(c) Any such additional Revolving Credit Commitments (the "ADDITIONAL REVOLVING CREDIT COMMITMENTS") may be made, at the option of the Company, by either (i) increasing the US Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments with the same terms (including pricing and currency) as the existing US Dollar Revolving Credit Commitments or Multicurrency Revolving Credit Commitments, as the case may be or (ii) creating a new tranche of the Multicurrency Revolving Credit Facility with the Additional Revolving Credit Commitments of Lenders willing to fund in an Additional Alternative Currency pursuant to subsection which Multicurrency Revolving Credit Loans under such new tranche may be denominated in such Additional Alternative Currency.
(c)(id) aboveAt the time of the sending of notice requesting additional Term Commitments and/or additional Revolving Credit Commitments, WPZ shall deliver to the Company (in consultation with the Administrative Agent, ) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the extent requested by Lenders). Each Lender shall notify the Administrative AgentAgent within such time period whether or not it agrees to provide an additional Term Commitment or Revolving Credit Commitment, as applicable, and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under all the Facilities held by each Lender). Any Lender not responding within such time period shall be deemed to have declined to provide an additional Term Commitment or Revolving Credit Commitment, as applicable. The Administrative Agent shall notify the Company and each Lender of the Lenders' responses to each request made hereunder. To achieve the full amount of a requested increase, the following Company may also invite additional Eligible Assignees to become Term Lenders or Revolving Credit Lenders, as applicable, pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent:Agent and its counsel.
(Ae) If any Term Commitments or Revolving Credit Commitments are added in accordance with this Section 2.16, the Administrative Agent and the Company shall determine the effective date (the "ADDITIONAL COMMITMENTS EFFECTIVE DATE") and the final allocation of such addition. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such addition and the Additional Commitments Effective Date. As a condition precedent to such addition, the Company shall deliver to the Administrative Agent a certificate of the Company dated as of the Increase Additional Commitments Effective Date, Date signed by a Responsible Officer of the General Partner Company certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1i) the representations and warranties (other than Added L/C Representations) contained in this Agreement Article 5 and the other Loan Documents are true and correct in all material respects on and as of the Increase Additional Commitments Effective Date after giving effect to such increaseDate, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.16(e), the representations and warranties contained in Section 5.05(a) and (2b) shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (ii) no Default exists before or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating after giving effect to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersaddition.
(iiif) Any Borrower shall have the optionOn each Additional Commitments Effective Date, by agreement with any (i) each Lender to or Eligible Assignee which is providing an additional Term Commitment (A) after consultation with the Administrative Agent, cause such Lender to shall become or cease to be an Issuing Bank under a "Term Lender" for all purposes of this Agreement and the other Loan Documents, and (B) increase shall make an Additional Term Loan to the Company in a principal amount equal to such additional Term Commitment, and such Additional Term Loan shall be a "Term Loan" for all purposes of this Agreement and the other Loan Documents (except that the interest rate applicable to any Additional Term Loan under an Additional Term Loan Tranche may be as agreed by the Company and the applicable Lenders providing the additional Term Commitments) and (ii) each Lender or decrease the Letter of Eligible Assignee which is providing an additional Revolving Credit Commitment shall become a "Revolving Credit Lender" for all purposes of any Lender as this Agreement and the other Loan Documents with a Revolving Credit Commitment that is increased by (in the case of an Issuing Bankexisting Revolving Credit Lender) or equal to (in the case of a new Revolving Credit Lender) such additional Revolving Credit Commitment.
Appears in 2 contracts
Sources: Credit Agreement (Fidelity National Information Services, Inc.), Credit Agreement (Fidelity National Information Services, Inc.)
Increase in Commitments. (ia) WPZ shall have At any time prior to the optionBusiness Day immediately preceding the Maturity Date, without the consent of the Lenders, from time to time to cause Borrower may effectuate one or more increases in the Aggregate Commitments (each such increase being a “Commitment Increase”), by addingdesignating either one or more of the existing Lenders (each of which, subject in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its Commitment as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase shall be equal to at least $5,000,000, (ii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the prior approval corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrower and such Increasing Lender or Additional Lender, as the case may be, and (iii) the aggregate of all such Commitment Increases shall not exceed $50,000,000. The Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.16 to the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase . This Section 2.16 shall not result in the increase of be construed to create any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to obligation on the Administrative Agent and executed by WPZ, or any Lender to advance or to commit to advance any credit to the Administrative Agent, Borrower or to arrange for any other Person to advance or to commit to advance any credit to the New Lenders, if any, and Lenders increasing their Commitments, if any, and which Borrower.
(b) The Commitment Increase shall indicate become effective on the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant ) on or prior to this Section which each of following conditions shall have been satisfied: (i) the receipt by the execution and delivery to the Administrative Agent of the applicable commitment increase (A) an agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
Agent signed by the Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Borrower with respect to such Commitment Increase and such legal opinions as the Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.6(c), (iii) receipt by the Administrative Agent of a certificate of an authorized officer of the Borrower certifying (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, both before and after giving effect to such increaseCommitment Increase, no Default has occurred and is continuing, (1B) the all representations and warranties (other than Added L/C Representations) contained made by the Borrower in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties specifically refer that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date, in date which case they were remains true and correct in all material respects as of such earlier datedate (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (2C) no Default or Event of Default exists the pro forma compliance with the covenants in Section 6.16 and is continuing;
(B) Section 6.17, after giving effect to such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreementCommitment Increase, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(Civ) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested receipt by the Administrative Agent Increasing Lender or Additional Lender, as applicable, of all such Lendersfees as agreed to between such Increasing Lender and/or Additional Lender and the Borrower.
(iiic) Any Borrower Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall have take into account the option, actual Commitments of each Lender and the principal amount outstanding of each Advance made by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and during the relevant period of time.
(Bd) increase or decrease On any Increase Date, each Revolving Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Revolving Lender’s Pro Rata Share of such Letter of Credit Obligations (such Pro Rata Share for such Revolving Lender to be determined as of the Increase Date after giving effect to such Commitment of Increase) without further action by any Lender as an Issuing Bankparty.
Appears in 2 contracts
Sources: Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,500,000,000 less the amount of any voluntary reduction of the Commitments pursuant to Section 2.12. Each such increase in the Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the Issuing Banks (allocations of the increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to be unreasonably withheld)increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuingin existence on the effective date of such increase, (By) no the representations and warranties made or deemed made by the Parent, the Borrower or any other Loan Party in any Loan Document to which such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment Loan Party is a party shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit true and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and correct on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing;
(B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) if requested by the Administrative Agent, incumbency certificates and/or other certificates an opinion of a Responsible Officer counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.16. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 2 contracts
Sources: Credit Agreement (Regency Centers Lp), Credit Agreement (Regency Centers Lp)
Increase in Commitments. (i) WPZ The Borrower shall have the optionright to request, without the consent of the Lenders, at any time and from time to time to cause one or more time, increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $400,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $25,000,000 in excess thereof. The Administrative Agent Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the Issuing Banks (allocations of the increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to be unreasonably withheld)increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4 as a result of the prepayment of any such Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement made or deemed made by the Borrower and the any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing;
(B) such certificates of resolutions all partnership or other action, incumbency certificates and/or other certificates of a Responsible Officer of necessary action taken by the General Partner as Guarantor authorizing the Administrative Agent may reasonably require evidencing the identity, authority and capacity guaranty of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, increase; and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(Cii) a favorable customary an opinion of counsel to WPZ, relating to such increase agreementthe Guarantor and general partner of the Borrower, addressed to the Administrative Agent and each Lender if the Lenders covering such matters as reasonably requested by the Administrative Agent or such Lenders.
Agent; and (iii) Any Borrower shall have new Notes executed by the optionBorrower, payable to any new Lenders and replacement Notes executed by agreement the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.17 any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become or cease to be an Issuing Bank under this Agreement comply with “know your customer” and (B) increase or decrease anti-money laundering rules and regulations, including without limitation, the Letter of Credit Commitment of any Lender as an Issuing BankPatriot Act.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Ps Business Parks Inc/Ca), Revolving Credit Agreement (Ps Business Parks Inc/Ca)
Increase in Commitments. (i) WPZ shall have the option, without the consent of the Lenders, Borrowers may request an increase in Commitments from time to time upon notice to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), by adding to this Agreement one or more financial institutions as Eligible Assignees that are not already Lenders (collectively, the “New Lenders”) hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments; provided however that: ), as long as (Aa) prior to the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) below) and after giving effect to is offered on the increasesame terms as existing Commitments, no Default or Event of Default shall have occurred hereunder and be continuingexcept for a closing fee specified by Borrowers, (Bb) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no such increase shall cause the Aggregate more than three (3) reductions in Commitments pursuant to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit Section 2.1.4 and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender increases pursuant to this Section by the execution 2.1.7, taken together, shall be made, and delivery to the Administrative Agent in no event shall any reduction or increase occur within 6 months of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on date of any previous reduction or increase, as the applicable Increase Effective Date. The Borrowers shall borrow case may be, (d) no Event of Default has occurred and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated is continuing as of the Increase Effective Date, signed by a Responsible Officer date of the General Partner certifying that each of the conditions to such request for increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, immediately before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier datethereto, and (2e) no Default or Event the requested increase does not cause the Commitments to exceed any applicable cap under the terms of Default exists and is continuing;
(B) such certificates of resolutions any indenture, note agreement or other actionagreement governing the Secured Notes, incumbency certificates and/or other certificates of a Responsible Officer the Senior Notes, any Debt permitted under Section 10.2.1(g), and any Refinancing Debt in respect of the General Partner as the foregoing. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may reasonably require evidencing issue additional Commitments and become Lenders hereunder. Administrative Agent and Borrower Agent shall determine the identityallocation of the increased Commitments among committing Lenders and, authority if necessary, Eligible Assignees. Provided the conditions set forth in clauses (a) and capacity of such Responsible Officer thereof authorized (b) (and if a Borrowing is to act as a Responsible Officer be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase agreementrequest. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and certifications agreements as the Administrative Agent may reasonably require requests to evidence that WPZ is validly existing the increase in and in good standing in its jurisdiction allocations of organization; and
(C) a favorable customary opinion Commitments. On the effective date of counsel to WPZan increase, relating to such increase agreementthe Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, addressed to the and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments and each Lender if requested the total Commitments under, and for all purposes of, this Agreement shall be increased by the Administrative Agent or aggregate amount of such Lendersincrease.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 2 contracts
Sources: Loan and Security Agreement (CSI Compressco LP), Loan and Security Agreement (CSI Compressco LP)
Increase in Commitments. (ia) WPZ Provided no Default has occurred and is continuing, upon notice to the Administrative Agent (which shall have the option, without the consent of promptly notify the Lenders), the Borrower may from time to time to cause one or more increases after the Closing Date request an increase in the Aggregate aggregate amount of the Commitments by addingan amount (for all such requests) not exceeding $100,000,000 in the aggregate; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000 and (ii) the Borrower may make a maximum of three such requests. Any such increase in the aggregate Commitments may be provided by any Lender willing to participate in any such increase (each such Lender, a “Participating Lender”), or, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, Eligible Assignees designated by the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase Borrower that are willing to participate in the Aggregate Commitments and the effective date of such increase (the each, an “Increase Effective DateIncreasing Lender”). Each financial institution that becomes a New Lender ) and to become Lenders pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “LenderJoinder Agreement,” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:, pursuant to which such Increasing Lender shall become a party to this Agreement. The Administrative Agent and the Borrower shall determine (i) the final allocation of such increase among the Participating Lenders and Increasing Lenders and Schedule 2.01 attached hereto shall be automatically updated to reflect the same, and (ii) the effective date (the “Increase Effective Date”) of any such increase. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder.
(Ab) As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date, Date (in sufficient copies for each Lender) signed by a Responsible Officer duly authorized officer of the General Partner Borrower (i) certifying that each of and attaching the conditions resolutions adopted by the Borrower approving or consenting to such increase set forth (which may be covered in this Section 2.01(cresolutions authorizing Borrowings on and after the Closing Date), and (ii) shall have occurred and been complied with and certifying that, before and after giving effect to such increase, (1A) the representations and warranties (other than Added L/C Representations) contained in this Agreement Article III and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increaseDate, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were are true and correct in all material respects as of such earlier date, and (2except that for purposes of this Section 2.17, the representations and warranties contained in Section 3.04(a) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of shall be deemed to refer to the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer most recent financial statements furnished in connection with such increase agreementthe statements delivered pursuant to clauses (a) and (b) of Section 5.01, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) no Default has occurred and is continuing. The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.
(c) This Section 2.17 shall supersede any provisions in Section 2.15(c) or decrease Section 9.02 to the Letter of Credit Commitment of any Lender as an Issuing Bankcontrary.
Appears in 2 contracts
Sources: Credit Agreement (Waddell & Reed Financial Inc), Credit Agreement (Waddell & Reed Financial Inc)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Administrative Commitments shall not exceed $400,000,000, less the amount of any voluntary reduction of the Commitments pursuant to Section 2.10. Each such increase in the Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof and shall be allocated among Revolving Commitments and Term Loan Commitments as determined by the Agent and after consultation with the Issuing Banks (Borrower. The Agent shall promptly notify each Lender of any such approval not request. No Lender shall be obligated in any way whatsoever to be unreasonably withheld), increase its Commitment. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ relative Revolving Commitments and after giving effect to the increaseincrease of Revolving Commitments) or Term Loan Share (determined with respect to the Lenders’ relative Term Loans and after giving effect to the increase of Term Loans), no as the case may be, of any outstanding Loans, by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and or would occur after giving effect to such increase, increase or (1y) any representation or warranty made or deemed made by the representations and warranties (other than Added L/C Representations) contained in this Agreement and the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party is not (or would not be) true and or correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request, (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of Commitments, and (2c) no Default or Event any Term Loan Commitment resulting from an exercise of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of this Section shall be fully funded on the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity effective date of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersincrease.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 2 contracts
Sources: Credit Agreement (Regency Centers Lp), Credit Agreement (Regency Centers Corp)
Increase in Commitments. (ia) WPZ shall have the option, without the consent of the LendersThe Company may, from time to time time, by means of a letter delivered to cause one or more increases the Administrative Agent substantially in the form of Exhibit K, request that the Aggregate Commitments be increased; provided that (i) any such increase in the Aggregate Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 and (ii) the aggregate amount of all such increases shall not exceed $200,000,000.
(b) Any increase in the Aggregate Commitments may be effected by adding, subject to (i) increasing the prior approval Commitment of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders that have agreed to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.
(c) Any increase in the Aggregate Commitments pursuant to exceed $2,400,000,000, (C) no Lender’s Commitment this Section 2.14 shall be increased without effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender’s consent) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and executed by WPZ, accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender).
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the New Lenders, if anyL/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists.
(e) The Administrative Agent shall promptly notify the Company and the effective Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery any such prepayment or conversion shall be without premium or penalty but subject to the Administrative Agent provisions of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section3.4).
(iif) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ This Section shall deliver supersede any provision in Section 10.1 to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenderscontrary.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 2 contracts
Sources: Credit Agreement (Abm Industries Inc /De/), Credit Agreement (Abm Industries Inc /De/)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Administrative Commitments shall not exceed $750,000,000, less the amount of any voluntary reduction of the Commitments pursuant to Section 2.12. Each such increase in the Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. The Agent and the Issuing Banks (shall promptly notify each Lender of any such approval not request. No Lender shall be obligated in any way whatsoever to be unreasonably withheld), increase its Commitment. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Loans, no by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and or would occur after giving effect to such increase, increase or (1y) any representation or warranty made or deemed made by the representations and warranties (other than Added L/C Representations) contained in this Agreement and the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party is not (or would not be) true and or correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date, ) and (2) no Default or Event of Default exists except for changes in factual circumstances specifically and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer expressly permitted hereunder. In connection with any increase in the aggregate amount of the General Partner Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing request and (b) the identityBorrower shall make appropriate arrangements so that each new Lender, authority and capacity any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Responsible Officer thereof authorized to act as a Responsible Officer Lender’s Commitment at the time of the effectiveness of the applicable increase in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction aggregate amount of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCommitments.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 2 contracts
Sources: Credit Agreement (Regency Centers Lp), Credit Agreement (Regency Centers Corp)
Increase in Commitments. (a) At any time prior to the Revolving Maturity Date, the Borrower may effectuate increases in the aggregate Revolving Commitments (each such increase being a “Commitment Increase”), by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its Revolving Commitment as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Revolving Lender; provided, however, that (i) WPZ each Commitment Increase shall have be of at least $1,000,000, (ii) the optionaggregate amount of all Commitment Increases shall not exceed $15,000,000 and the aggregate Revolving Commitments, without after giving effect to all Commitment Increases, shall not exceed $40,000,000, and (iii) all Revolving Commitments and Revolving Advances provided pursuant to a Commitment Increase shall be available on the consent same terms as those applicable to the existing Revolving Commitments and Revolving Advances. The sum of the Lenders, from time to time to cause one or more increases in the Aggregate Revolving Commitments by addingof the Increasing Lenders plus the Revolving Commitments of the Additional Lenders upon giving effect to a Commitment Increase shall not, subject in the aggregate, exceed the amount of such Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to the prior approval of this Section 2.15 to the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase . This Section 2.15 shall not result in the increase of be construed to create any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to obligation on the Administrative Agent and executed by WPZ, or any of the Administrative Agent, Lenders to advance or to commit to advance any credit to the New Lenders, if any, and Lenders increasing their Commitments, if any, and which Borrower or to arrange for any other Person to advance or to commit to advance any credit to the Borrower.
(b) A Commitment Increase shall indicate become effective on the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant ) on or prior to this Section which the following conditions shall have been satisfied: (i) the receipt by the execution and delivery to the Administrative Agent of the applicable commitment increase (A) an agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the Revolving Commitments, if any, of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (AB) a certificate dated as such evidence of appropriate authorization on the part of the Borrower with respect to such Commitment Increase Effective Dateas the Administrative Agent may reasonably request, signed (ii) the funding by a Responsible Officer each Increasing Lender and Additional Lender of the General Partner certifying that Advances to be made by each of such Lender to effect the conditions to such increase prepayment requirement set forth in this Section 2.01(c2.4(c)(vii), and (iii) shall have occurred and been complied with and receipt by the Administrative Agent of a certificate of an authorized officer of the Borrower stating that, both before and after giving effect to such increaseCommitment Increase, (1) the no Default has occurred and is continuing, and that all representations and warranties (other than Added L/C Representations) contained made by the Borrower in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to respects, unless such increase, except to the extent that such representations and warranties specifically refer representation or warranty relates to an earlier date, in date which case they were remains true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iiic) Any Borrower Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase, all calculations and payments of interest on the Revolving Advances shall have take into account the option, actual Revolving Commitment of each Lender and the principal amount outstanding of each Revolving Advance made by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and during the relevant period of time.
(Bd) increase or decrease On each Increase Date, each Lender’s share of the Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s applicable pro rata share of such Letter of Credit Obligations (such pro rata share for such Lender to be determined as of the Increase Date in accordance with its Revolving Commitment on such date as a percentage of the aggregate Revolving Commitment on such date) without further action by any Lender as an Issuing Bankparty.
Appears in 2 contracts
Sources: Credit Agreement (Flotek Industries Inc/Cn/), Credit Agreement (Flotek Industries Inc/Cn/)
Increase in Commitments. (ia) WPZ shall have At any time prior to the optionBusiness Day immediately preceding the Maturity Date, without the consent of the Lenders, from time to time to cause Borrowers may effectuate one or more increases in the Aggregate aggregate US Commitments and/or the Canadian Commitments (each such increase being a “Commitment Increase”), by adding, subject to the prior approval designating either one or more of the Administrative Agent existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the Issuing Banks time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall so select (such approval an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not to be unreasonably withheldan existing Lender (an “Additional Lender”), to become a party to this Agreement one as a Lender; provided, however, that (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or more financial institutions Additional Lender, as Lenders the case may be, (collectivelyiv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, the “New Lenders”and (v) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to each such Commitment Increase, the increase, no Default or Event of Default aggregate Canadian Commitments shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to not exceed $2,400,000,000, (C40,000,000. The Applicable Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Applicable Administrative Agent(s) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase and the applicable Lenders. This Section 2.17 shall not result in the increase of be construed to create any obligation on either Administrative Agent or any Lender to advance or to commit to advance any credit to any Borrower Sublimit and or to arrange for any other Person to advance or to commit to advance any credit to any Borrower.
(Eb) such increase The Commitment Increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to become effective on the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant ) on or prior to this Section which each of following conditions shall have been satisfied: (i) the receipt by the execution and delivery to the Applicable Administrative Agent of the applicable commitment increase (A) an agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Applicable Administrative Agent:
Agent signed by the Applicable Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Applicable Borrower with respect to such Commitment Increase and such legal opinions as the Applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iii), (iii) receipt by the Applicable Administrative Agent of a certificate of an authorized officer of the Applicable Borrower certifying (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, both before and after giving effect to such increaseCommitment Increase, no Default has occurred and is continuing, (1B) the all representations and warranties (other than Added L/C Representations) contained made by the Applicable Borrowers in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties specifically refer that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date, in date which case they were remains true and correct in all material respects as of such earlier datedate (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (2C) no Default or Event of Default exists the pro forma compliance with the covenants in Section 6.15 and is continuing;
(B) Section 6.16, after giving effect to such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreementCommitment Increase, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(Civ) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested receipt by the Administrative Agent Increasing Lender or Additional Lender, as applicable, of all such Lendersfees as agreed to between such Increasing Lender and /or Additional Lender and the Applicable Borrower.
(iiic) Any Borrower Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Advances shall have take into account the optionactual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
(d) On such Increase Date, by agreement with any Lender each Lender’s share of the applicable Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of such Letter of Credit Obligations (A) after consultation with the Administrative Agent, cause such Applicable Percentage for such Lender to become or cease be determined as of the Increase Date after giving effect to be an Issuing Bank under this Agreement and (Bsuch Commitment Increase) increase or decrease the Letter of Credit Commitment of without further action by any Lender as an Issuing Bankparty.
Appears in 2 contracts
Sources: Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, right at any time and from time to time during the period beginning on the Effective Date to cause one or more but excluding the Revolving Termination Date to request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Administrative Agent Commitments shall not exceed $1,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11. and the Issuing Banks (aggregate principal amount of the Revolving Loans converted into Term Loans pursuant to Section 2.15.). Each such approval not increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be unreasonably withheld)approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans and Term Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans and Term Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans and Term Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate and is continuing;
other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such certificates increase; (ii) an opinion of resolutions or other actioncounsel to the Borrower and the Guarantors, incumbency certificates and/or other certificates and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of a Responsible Officer such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.16. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 2 contracts
Sources: Credit Agreement (Select Income REIT), Closing Agreement (Select Income REIT)
Increase in Commitments. (a) At any time and from time to time after the Closing Date, the Borrowers may request an increase in the Aggregate Commitment, provided that (i) WPZ each increase in the Aggregate Commitment shall be in the minimum amount of $5,000,000 (or in multiples of $5,000,000 in excess thereof), and (ii) in no event may the Aggregate Commitment be increased to an amount greater than $40,000,000. If the Borrowers desire an increase in the Aggregate Commitment, it shall first deliver a written request (“Request for Aggregate Commitment Increase”) to the Agent and each of the Lenders specifying the amount of the proposed increase in the Aggregate Commitment and the proposed effective date of such increase and requesting that the Lenders severally increase their respective Commitments. Upon the Borrowers’ delivery of any Request for Aggregate Commitment Increase, each of the Lenders will have the optionright, but not the obligation, to increase its Commitment in accordance with its Pro Rata Share of the requested increase in the Aggregate Commitment. Each of the Lenders shall notify the Borrowers and the Agent of its determination within ten (10) days after receipt of the Request for Aggregate Commitment Increase. If one or more of the Lenders elects not to increase its Commitment (or to increase its Commitment by an amount less than its Pro Rata Share of the requested increase in the Aggregate Commitment), the Borrowers may request that the other Lenders increase their Commitments by the amount of the shortfall or seek to obtain Commitments from other financial institutions to become additional Lenders under this Agreement (subject to the consent of the Agent, but without the consent of any other Lenders). The Borrowers shall notify the Lenders, from time Agent of any financial institution that shall have agreed to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), become an additional Lender party to this Agreement one or more financial institutions as Lenders (collectively, the a “New LendersLender”) in connection with a Request for Aggregate Commitment Increase and the amount of its proposed Commitment, and the Agent shall then have a period of five Business Days in which to consent or by allowing one or more withhold consent to the admission of the proposed New Lender. If the Borrowers are unable within thirty (30) days after delivering any Request for Aggregate Commitment Increase to obtain approval from the Lenders to increase their respective Commitments; provided however thatCommitments and/or to secure Commitments from New Lenders for the full amount of the requested increase in the Aggregate Commitment, the Request for Aggregate Commitment Increase shall become effective to the extent of the increased or new Commitments actually obtained. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment at any time, and no Lender shall be obligated to agree to any increase in its Commitment.
(b) If any Request for Aggregate Commitment Increase is approved by the requisite Lenders (including any New Lenders approved by the Agent), the Agent shall notify the Borrowers, the Lenders and any New Lenders of the effective date (“Increase Effective Date”) proposed by the Borrowers for the increase in the Aggregate Commitment and the Commitments which will be in effect for each of the applicable Lenders and any New Lenders as of the Increase Effective Date.
(c) Any increase in the Aggregate Commitment shall be subject to the satisfaction of the following conditions precedent at or as of the Increase Effective Date: (Ai) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and then be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
; (ii) As a condition precedent to each increase pursuant to subsection (c)(i) aboveall representations, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form warranties and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) covenants contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were shall be true and correct in all material respects as of though made on such earlier date, ; (iii) each Lender that shall have agreed to provide an increase in its Commitment shall have confirmed such increase to the Borrowers and the Agent in writing; (2iv) no Default or Event of Default exists each New Lender shall have executed and is continuing;
(B) delivered such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner documents as the Administrative Agent may shall have reasonably require evidencing required in order for it to subscribe to the identity, authority terms and capacity conditions of such Responsible Officer this Agreement and the other Loan Documents and agree to be bound by the terms and provisions hereof and thereof authorized to act or as a Responsible Officer the Agent shall have reasonably requested in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organizationincrease; and
(Cv) a favorable customary opinion secretary or assistant secretary of counsel each of the Borrowers shall have provided to WPZ, relating the Agent a certified copy of directors’ resolutions authorizing such increase in the Commitments; (vi) the outstanding Loans shall have been reallocated ratably among the Lenders (including the New Lenders) after giving effect to such increase; and (vii) all legal matters incident to such increase agreement, addressed and the admission of any New Lenders under this Agreement shall be satisfactory to the Administrative Agent and its counsel. The Borrowers hereby agree to compensate each Lender, as and to the extent provided in Section 4.02, for all losses, expenses and liabilities incurred by such Lender if requested in connection with the reallocation of any outstanding Loans. Upon delivery of the documents contemplated by clause (iv) of the Administrative Agent or such Lenders.
(iii) Any Borrower first sentence of this Subsection 2.17(c), each New Lender shall become for all purposes a Lender party to this Agreement and all other Loan Documents and shall have all the option, by agreement with any rights and obligations of a Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) all other Loan Documents, to the same extent as if it were an original party thereto. No increase or decrease in the Letter Aggregate Commitments shall become effective unless and until each of Credit Commitment of any Lender as an Issuing Bankthe foregoing conditions precedent has been satisfied.
Appears in 2 contracts
Sources: Credit Agreement (North American Galvanizing & Coatings Inc), Credit Agreement (North American Galvanizing & Coatings Inc)
Increase in Commitments. (ia) WPZ shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may request: (i) additional Revolving Credit Commitments pursuant to any Commitment Increase and executed Joinder Agreement on one or more occasions after the Fifth Restatement Effective Date, additional Revolving Credit Commitments, by WPZan aggregate amount not to exceed $1,000,000,000. Each such addition under this Section 2.16(a) shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof.
(b) [Reserved].
(c) Any such additional Revolving Credit Commitments (the “Additional Revolving Credit Commitments”) may be made, at the option of the Company, by either (i) increasing the Revolving Credit Commitments with the same terms (including pricing and currency) as the existing Revolving Credit Commitments or (ii) creating a new tranche of the Revolving Credit Facility with the Additional Revolving Credit Commitments of Lenders willing to fund in an Additional Alternative Currency pursuant to which Revolving Credit Loans under such new tranche may be denominated in such Additional Alternative Currency.
(d) At the time of the sending of notice requesting additional Revolving Credit Commitments, the Company (in consultation with the Administrative Agent, ) shall specify the New Lenders, if any, and Lenders increasing their Commitments, if any, and time period within which each Lender is requested to respond (which shall indicate in no event be less than ten Business Days from the amount and allocation date of delivery of such increase in notice to the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”Lenders). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to shall notify the Administrative Agent within such time period whether or not it agrees to provide an additional Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase (which shall be calculated on the basis of the applicable amount of the funded and unfunded exposure under all the Facilities held by each Lender). Any Lender not responding within such time period shall be deemed to have declined to provide an additional Revolving Credit Commitment. The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees to become Revolving Credit Lenders, as applicable, pursuant to a commitment increase and joinder agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:Agent and its counsel (each, a “Commitment Increase and Joinder Agreement”).
(Ae) If any Revolving Credit Commitments are added in accordance with this Section 2.16, the Administrative Agent and the Company shall determine the effective date (the “Additional Commitments Effective Date”) and the final allocation of such addition. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such addition and the Additional Commitments Effective Date. As a condition precedent to such addition, the Company shall deliver to the Administrative Agent a certificate of the Company dated as of the Increase Additional Commitments Effective Date, Date signed by a Responsible Officer of the General Partner Company certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1i) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents Article 5 are true and correct in all material respects on and as of the Increase Additional Commitments Effective Date after giving effect to such increaseDate, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.16(e), the representations and warranties contained in Section 5.05(a) and (2b) shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (ii) no Default exists before or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating after giving effect to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersaddition.
(iiif) Any Borrower On each Additional Commitments Effective Date, each Lender or Eligible Assignee which is providing an additional Revolving Credit Commitment shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under a “Revolving Credit Lender” for all purposes of this Agreement and (B) increase or decrease the Letter of other Loan Documents with a Revolving Credit Commitment that is increased by (in the case of any Lender as an Issuing Bankexisting Revolving Credit Lender) or equal to (in the case of a new Revolving Credit Lender) such additional Revolving Credit Commitment.
Appears in 2 contracts
Sources: Amendment Agreement (Fidelity National Information Services, Inc.), Fifth Amendment and Restatement Agreement (Fidelity National Information Services, Inc.)
Increase in Commitments. (ia) WPZ shall have The Company may, by written notice to the option, without the consent of the Lenders, General Administrative Agent from time to time (which notice the General Administrative Agent shall promptly forward to cause the Lenders), request that the Commitment of any Class be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount), the Class or Classes of the requested increase and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender of the affected Class the opportunity to increase its Commitment by its Applicable Percentage of such Class of the proposed increased amount. Each Lender of the affected Class shall, by notice to the Company and the General Administrative Agent given not more than 10 days after the date of the General Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the General Administrative Agent’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Company, the Company may arrange for one or more increases banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments of the affected Class in an aggregate amount equal to the Aggregate Commitments by addingunsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the prior approval of the Administrative Agent and the Issuing Banks Agents (such which approval shall not to be unreasonably withheld), to this Agreement one or more financial institutions and the Borrowers and each Augmenting Lender shall execute all such documentation as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the General Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Aggregate Commitments and of any Class may be made in an amount which is less than the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative AgentCompany if the Company is unable to arrange for, the following in form and substance reasonably satisfactory or chooses not to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Datearrange for, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Augmenting Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 2 contracts
Sources: Credit Agreement (Zimmer Holdings Inc), Credit Agreement (Zimmer Holdings Inc)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, right at any time and from time to time during the period beginning on the Effective Date to cause one or more but excluding the Termination Date to request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $1,500,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the Issuing Banks (allocations of the increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to be unreasonably withheld)increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuingin existence on the effective date of such increase, (By) no the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment Loan Party is a party shall be increased without such Lender’s consent, (D) such increase shall not result true and correct in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and all material respects on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) except to the extent necessary to keep the outstanding Loans of each Lender ratable with that such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties expressly relate solely to an earlier date (other than Added L/C Representations) contained in this Agreement which case such representations and the other Loan Documents are warranties shall have been true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate and is continuing;
other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such certificates increase; (ii) an opinion of resolutions or other actioncounsel to the Borrower and the Guarantors, incumbency certificates and/or other certificates and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of a Responsible Officer such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 2 contracts
Sources: Credit Agreement (Hospitality Properties Trust), Credit Agreement (Senior Housing Properties Trust)
Increase in Commitments. (i) WPZ shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions 2.9.1. So long as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default exists, Borrowers may request that the Commitments be increased and, upon such request, Administrative Agent shall have occurred hereunder and be continuinguse reasonable efforts in light of then current market conditions to solicit additional financial institutions to become Lenders for purposes of this Agreement, or to encourage any Lender to increase its Commitment; provided that (Ba) no each Lender which is a party to this Agreement immediately prior to such increase shall cause have the Aggregate Commitments first option, and may elect, to exceed $2,400,000,000fund its Pro Rata share of the amount of the increase in the Commitment (or any such greater amount in the event that one or more Lenders does not elect to fund its respective Pro Rata share of the amount of the increase in the Commitment), thereby increasing its Commitment hereunder, but no Lender shall have any obligation to do so; (Cb) in the event that it becomes necessary to include a new financial institution to fund the amount of the requested increase in the Commitment, each such financial institution shall be an Eligible Assignee and each such financial institution shall become a Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof; (c) no Lender’s Lender shall have an obligation to Borrowers, Agents or any other Lender to increase its Commitment or its Pro Rata share of the Commitments, which decision shall be increased without such Lender’s consent, (D) such increase shall not result made in the increase sole discretion of each Lender; and (d) in no event shall the addition of any Borrower Sublimit and Lender or Lenders or the increase in the Commitment of any Lender under this Section 2.9.1 increase the aggregate Commitments (Ei) such in any single instance by less than $100,000,000 or (ii) by an aggregate amount greater than $400,000,000 less the amount of any voluntary reductions under Section 5.3 hereof. Upon the addition of any Lender, or the increase in the Commitment of any Lender, Schedule 1 shall be evidenced amended by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZBorrowers to reflect such addition or such increase, and Administrative Agent shall deliver to the Administrative Lenders, Agents and Borrowers copies of such amended Schedule 1. Borrowers shall not be required to pay to the applicable Agent, for its own account, an administrative or arrangement fee for the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such foregoing increase in the Aggregate Commitments even if such fee requires the processing of any new Lender. Lenders shall be entitled to receive and Borrowers shall be obligated to pay a mutually agreeable amendment fee to the applicable Agent for the Pro Rata benefit of those Lenders who increase their Commitment and any new Lenders, such fee to be based upon the increase in their Commitments only and not on their aggregate Commitments after giving effect to such increase.
2.9.2. If any requested increase in the Commitments is agreed to in accordance with Section 2.9.1 above, Administrative Agent and Borrowers shall determine the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by Administrative Agent, with the execution consent and delivery approval of Borrowers, shall promptly confirm in writing to the Administrative Agent Lenders the final allocation of such increase as of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers , and each new Lender and each existing Lender that has increased its Commitment shall borrow purchase Loans and prepay Loans on L/C Obligations from each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to other Lender in an amount such that, after such purchase or purchases, the extent necessary to keep the amount of outstanding Loans of and L/C Obligations from each Lender ratable with shall equal such Lender’s revised Applicable Percentage after giving respective Pro Rata share of the U.S. Revolver Commitments and Canadian Revolver Commitments, as applicable, as modified to give effect to any nonratable increase in such increase, multiplied by the Aggregate Commitments under this Section.
(ii) aggregate amount of Loans outstanding and L/C Obligations from all Lenders. As a condition precedent to each increase pursuant to subsection (c)(i) abovethe effectiveness of such increase, WPZ Borrowers shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) Agent a certificate dated as of the Increase Effective Date, Date (in sufficient copies for each Lender) signed by a Responsible Senior Officer of Borrower Agent on behalf of Borrowers, including a Compliance Certificate demonstrating compliance with the General Partner certifying that each terms of the conditions to such increase set forth in this Section 2.01(c) shall have occurred Agreement and been complied with and certification that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Section 9 of the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, (except to the extent that any such representations and warranties specifically refer representation or warranty is stated to relate solely to an earlier date, in which case they were true ) and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates exists. Upon the request of resolutions any Lender, Borrowers shall deliver a new or other actionamended U.S. Revolver Note or Canadian Revolver Note, incumbency certificates and/or other certificates as applicable, reflecting the new or increased Commitment of a Responsible Officer each new or affected Lender, as of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersIncrease Effective Date.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 2 contracts
Sources: Credit Agreement (Ryerson Inc.), Credit Agreement (J.M. Tull Metals Company, Inc.)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, right at any time and from time to time (a) during the period beginning on the Effective Date to cause one or more but excluding the Revolving Credit Termination Date to request increases in the Aggregate Commitments aggregate amount of the Revolving Commitments, (b) during the period from the Effective Date to but excluding the Termination Date for the 2020 Term Loans, to request the making of additional 2020 Term Loans (the “Additional 2020 Term Loans”), and (c) during the period from the Effective Date to by addingexcluding the Termination Date for the 2022 Term Loans to request the making of additional 2022 Term Loans (the “Additional 2022 Term Loans”; together with the Additional 2020 Term Loans, subject the “Additional Term Loans”), in each case, by providing written notice to the prior approval Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases of the Administrative Agent Revolving Commitments and the Issuing Banks making of Additional Term Loans, the aggregate amount of the Revolving Commitments and the aggregate outstanding principal balance of the Term Loans shall not exceed $2,500,000,000 (less the amount of any prepayments of the Term Loans). Each such approval not increase in the Revolving Commitments or borrowing of Additional Term Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments and/or the making of any Additional Term Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be unreasonably withheld)approached with respect to any such increase in the Revolving Commitments or making of Additional Term Loans and the allocations of any increase in the Revolving Commitments or making of Additional Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment, to provide a new Revolving Commitment, or to make an Additional Term Loan, and any new Lender becoming a party to this Agreement one in connection with any such requested increase of the Revolving Commitments or more financial institutions making of Additional Term Loans must be an Eligible Assignee. If a new Revolving Lender becomes a party to this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Commitment Percentage (collectively, determined with respect to the “New Revolving Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Revolving Commitments and after giving effect to the increaseincrease of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting any increase of the Revolving Commitments or making of Additional Term Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans Revolving Commitments or making of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increaseAdditional Term Loans, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as the effective date of any such increase in the Increase Effective Date after giving effect to such increase, Revolving Commitments or making of Additional Term Loans except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate and is continuing;
other necessary action taken by the Borrower to authorize such increase of the Revolving Commitments or Additional Term Loans and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer increase of the General Partner Revolving Commitments or Additional Term Loans; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii)(A) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments and/or (B) a new Term Note of the applicable Class of Term Loans made by such Term Loan Lender executed by the Borrower, payable to such new Term Loan Lenders, and replacement Term Notes of the applicable Class executed by the Borrower payable to such existing Term Loan Lenders making such Additional Term Loans of such Class, in each case, in the aggregate outstanding principal amount of such Term Loan Lender’s Term Loan of the applicable Class at the time of the making of such Additional Term Loans (excluding, in the case of the preceding clauses (A) and (B), any Lender that has requested that it not receive Notes). In connection with any increase in the aggregate amount of the Revolving Commitments or the making of the Additional Term Loans pursuant to this Section 2.16., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably require evidencing request and (2) in the identity, authority and capacity case of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become or cease to be an Issuing Bank under this Agreement comply with “know your customer” and (B) increase or decrease anti-money laundering rules and regulations, including without limitation, the Letter of Credit Commitment of any Lender as an Issuing BankPatriot Act.
Appears in 2 contracts
Sources: Credit Agreement (Government Properties Income Trust), Credit Agreement (Government Properties Income Trust)
Increase in Commitments. (ia) WPZ shall have Anything in this Agreement to the optioncontrary notwithstanding, without the consent of the Lenders, at any time and from time to time prior to cause the Maturity Date, the Company may, by written notice to the Administrative Agent (which the Administrative Agent shall promptly furnish to each Lender in the applicable Tranche), request that one or more increases Persons (which may include any Lender, as provided below) offer to increase their Commitments under any Tranche (if they are Lenders) or to make additional Commitments under any Tranche (if they are not already Lenders) (such increased and/or additional Commitments being, in the Aggregate Commitments case of any Tranche, a “Tranche Increase”) under this paragraph (a), it being understood that if such offer is to be made by addinga Person that is not already a Lender, subject to the prior approval of the Administrative Agent and shall have consented to such Person being a Lender hereunder to the Issuing Banks extent such consent would be required pursuant to Section 11.04(b) in the event of an assignment to such Person (such approval consent not to be unreasonably withheld). The minimum aggregate amount of any Tranche Increase shall be $10,000,000 in the case of the US Tranche and $5,000,000 in the case of the European Tranche. In no event shall the aggregate amount of all Tranche Increases pursuant to this paragraph (a) exceed $75,000,000. No more than two Tranche Increases shall be made during the term of this Agreement. The Company may arrange for one or more banks or other financial institutions, which may include any Lender, to extend applicable Commitments or increase their existing applicable Commitments in an aggregate amount equal to the amount of the Tranche Increase. In the event that one or more of such Persons offer to increase or enter into such Commitments, and such Persons, the Company, any other applicable Borrower and the Administrative Agent agree as to the amount of such Commitments to be allocated to the respective Persons making such offers and the fees (if any) to be payable by the Company in connection therewith, the Company, any other applicable Borrower, such Persons, the Administrative Agent and any other Applicable Agent shall execute and deliver an appropriate amendment to this Agreement one (or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance other appropriate documentation reasonably acceptable to the Administrative Agent and executed by WPZthe Company to effectuate the Tranche Increase), which amendment or other documentation shall specify, among other things, the procedures for reallocating any outstanding Revolving Credit Exposure under the Tranche that is subject to the Tranche Increase effected by such amendment or other documentation and the Company shall deliver such authorization documentation and opinions of counsel as the Administrative AgentAgent shall reasonably request; provided, that no consent of any Lender not participating in such Tranche Increase shall be required. Notwithstanding anything to the contrary set forth herein, the New LendersAgents shall have at least 15 Business Days, but no more than 20 Business Days, prior to the proposed effective date for such Tranche Increase to obtain administrative details from Lenders increasing their Commitments or Persons becoming new Lenders hereunder and to otherwise administer such Tranche Increase, including processing Borrowing Requests and determining whether breakage amounts, if any, and Lenders increasing their Commitmentswill be required to be paid by the Borrowers. No such increase shall be effective until such administration period has expired.
(b) Notwithstanding the foregoing, if any, and which shall indicate the amount and allocation of such no increase in the Aggregate Commitments and (or in the Commitment of any Lender) or addition of a new Lender shall become effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to under this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay if any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists has occurred and is continuing;
(B) such certificates continuing prior to the effectiveness of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with any such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenderswould arise after giving effect thereto.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 2 contracts
Sources: Credit Agreement (Insight Enterprises Inc), Credit Agreement (Insight Enterprises Inc)
Increase in Commitments. (i) WPZ shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,0002,000,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(ia)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuingexists;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersLender.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 2 contracts
Sources: Credit Agreement (Williams Pipeline Partners L.P.), Credit Agreement (Williams Partners L.P.)
Increase in Commitments. (ia) WPZ At any time after the Effective Date and no more than two times during any calendar year, the Borrower may, by written notice to the Paying Agent (which shall have the option, without the consent promptly deliver a copy to each of the Lenders), request at any time or from time to time that the Total Commitments be increased; provided that (i) the aggregate amount of each such increase pursuant to cause this Section 2.20 shall not be less than $50,000,000 and the aggregate amount of all such increases pursuant to this Section 2.20 shall not exceed $500,000,000, (ii) each such request of the Borrower shall be deemed to be an offer to each Lender to increase its Commitment by its Applicable Percentage of the proposed increased amount and (iii) each Lender, in its sole discretion, may either (A) agree to increase its Commitment by all or a portion of the offered amount or (B) decline to increase its Commitment. Any such notice shall set forth the amount of the requested increase in the Total Commitments and the date on which such increase is requested to become effective. In the event that the Lenders shall have agreed to increase their Commitments by an aggregate amount less than the increase in the Total Commitments requested by the Borrower, the Borrower may arrange for one or more increases banks or other financial institutions (any such bank or other financial institution being called an "Augmenting Lender"), which may include any Lender, to extend Commitments or increase its existing Commitment in an aggregate amount equal to the Aggregate Commitments by addingunsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the prior approval of the Administrative Paying Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event . Increases of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender new Commitments created pursuant to this Section by paragraph (a) shall become effective upon the execution and delivery by FDSI, the Borrower, the Paying Agent and any Lenders (including any Augmenting Lenders) agreeing to increase their existing Commitments or extend new Commitments, as the case may be, of an agreement providing for such increased or additional Commitments, subject to the Administrative Agent satisfaction of any conditions set forth in such agreement. Notwithstanding the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable foregoing, no increase in the Aggregate Total Commitments (or in the Commitment of any Lender) shall become effective under this Section.
paragraph (iia) As a condition precedent to each increase pursuant to subsection (c)(i) aboveunless, WPZ shall deliver to on the Administrative Agent, to the extent requested by the Administrative Agentdate of such increase, the following conditions set forth in form paragraphs (a) and substance reasonably satisfactory to (b) of Sections 4.02 shall be satisfied (as though a Borrowing were being made on such date) and the Administrative Agent:
(A) Paying Agent shall have received a certificate to that effect dated as of the Increase Effective Date, signed such date and executed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Financial Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersLoan Party.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
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Sources: Credit Agreement (Federated Department Stores Inc /De/), Credit Agreement (Federated Department Stores Inc /De/)
Increase in Commitments. (ia) WPZ shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject Subject to the prior approval written consent of the Administrative Agent and the Issuing Banks (such approval not to which consent may be unreasonably withheld), contingent on effectuating certain amendments to this Agreement one and the other Loan Documents applicable to some or more financial institutions as Lenders (collectivelyall of the Loans, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment which amendments shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZAgent), the Administrative Agent, Borrowers shall have the New Lenders, if any, and Lenders increasing their right to request an increase the Delay Draw Commitments by obtaining additional Delay Draw Commitments, if anyeither from one or more of the existing Lenders or, solely to the extent that the existing Lenders do not agree to furnish the entire amount of any requested increase, another lending institution (which Commitments may be provided on the same, or as and which shall indicate to the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section extent required by the execution and delivery to the Administrative Agent of and applicable Lenders, different terms and conditions from the applicable commitment existing Delay Draw Commitments) provided that (i) any such request for an increase agreement shall be in a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans minimum amount of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
$10,000,000, (ii) As a condition precedent to each increase pursuant to subsection the aggregate amount of all additional Delay Draw Commitments obtained under this Section 2.08 shall not exceed $50,000,000, (c)(iiii) above, WPZ the identity of any such new Lender shall deliver be reasonably acceptable to the Administrative Agent, such approval not to be unreasonably withheld or delayed, (iv) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, (v) the procedures and requirements described in Section 2.08 have been satisfied, and (vi) the Borrowers shall have paid to the extent requested Administrative Agent and applicable Lenders any fees required by Administrative Agent and such Lender in connection therewith. Nothing contained in this Section 2.08 shall constitute, or otherwise be deemed to be, a commitment on the Administrative Agent, the following part of any Lender to increase its Delay Draw Commitment hereunder at any time.
(b) Any amendment hereto for such an increase shall be in form and substance reasonably satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent:
, the Borrowers and each Lender being added or increasing its Delay Draw Commitment. As a condition precedent to such an increase or addition, the Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Party signed by an Responsible Officer of such Loan Party (A) a certificate dated as certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Increase Effective DateBorrowers, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increaseincrease or addition, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement Article III and the other Loan Documents are true and correct in all material respects on and (except that any representation or warranty which by its terms is made as of the Increase Effective Date after giving effect a specified date shall be required to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were be true and correct in all material respects only as of such earlier specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects) and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreementexists, and such (ii) legal opinions and documents and certifications as consistent with those delivered on the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZClosing Date, relating to such increase agreement, addressed to the Administrative Agent and each Lender if extent reasonably requested by the Administrative Agent or such LendersAgent.
(iiic) Any Borrower shall have Within a reasonable time after the optioneffective date of any increase or addition, by agreement with any Lender to (A) after consultation with the Administrative AgentAgent shall, cause and is hereby authorized and directed to, revise the Commitment Schedule to reflect such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease addition and shall distribute such revised Commitment Schedule to each of the Letter Lenders and the Borrower Representative, whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and become part of Credit Commitment of any Lender as an Issuing Bankthis Agreement.
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Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing notice to the prior approval Agent; provided, however, that after giving effect to any such increases the aggregate amount of the Administrative Commitments shall not exceed $350,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent and the Issuing Banks (shall promptly notify each Lender of any such approval not request. No Lender shall be obligated in any way whatsoever to be unreasonably withheld), increase its Commitment. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders' relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Loans, by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section (x) unless no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result is in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase increase, (y) unless the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery Borrower can demonstrate to the Administrative Agent reasonable satisfaction of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and Agent that, before and after giving effect to such increase, the Borrower will be in compliance with Section 10.1. and (1z) if any representation or warranty made or deemed made by the representations and warranties (other than Added L/C Representations) contained in this Agreement and the Borrower, any other Loan Documents are Party or the Parent, in any Loan Document to which such Person is a party is not (or would not be) materially true and or correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date, ) and (2) no Default or Event of Default exists except for changes in factual circumstances specifically and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer expressly permitted hereunder. In connection with any increase in the aggregate amount of the General Partner Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing request, (b) the identityAgent shall make appropriate arrangements so that the Borrower executes and delivers (which the Borrower agrees to do) a new or replacement Note, authority as appropriate, in favor of each new Lender, and capacity any existing Lender increasing its Commitment, in the amount of such Responsible Officer thereof authorized to act as a Responsible Officer Lender's Commitment at the time of the effectiveness of the applicable increase in connection with such increase agreementthe aggregate amount of Commitments and (c) the Borrower shall, and shall cause each Subsidiary that owns any Collateral Property, to execute such documents documents, instruments and certifications agreements as the Administrative Agent may reasonably require deem necessary or appropriate to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZpreserve, relating to such increase agreementprotect, addressed to or maintain the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the optionpriority of, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease Lien purported to be an Issuing Bank granted under this Agreement and (B) increase or decrease any of the Letter of Credit Commitment of any Lender as an Issuing BankCollateral Documents.
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Increase in Commitments. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Maximum Revolving Amount or the principal amount outstanding on the Term Loan B (any increase to the Term Loan B shall be subject to subsection (c) below), up to an aggregate amount not to exceed, for all such increases, Thirty-Five Million Dollars ($35,000,000). Each such increase shall be in increments of at least Five Million Dollars ($5,000,000), and may be made by either (i) WPZ shall have the optionincreasing, without the consent of the Lenders, from time to time to cause for one or more increases in the Aggregate Commitments by addingLenders, subject to the with their prior approval written consent, their respective portions of the Administrative Agent and Revolving Credit Commitment or the Issuing Banks Term Loan B Commitment, as applicable, or (such approval not to be unreasonably withheld), to this Agreement ii) including one or more financial institutions Additional Lenders, each with a portion of the Revolving Credit Commitment or the Term Loan B Commitment, as Lenders applicable (collectively, the “New LendersAdditional Commitment”) or by allowing ). During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Lenders to increase their respective Commitments; provided however thatAdditional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Lenders, if appropriate, prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and after giving effect (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Notes as shall be required by Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date with respect to the increaseSpecific Commitment being increased, no the appropriate Lenders shall make adjustments among themselves with respect to the Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.10(b). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.10(a) hereof) without the prior written consent of such Lender. Borrower shall not request any increase pursuant to this Section 2.10(b) if a Default or an Event of Default shall have occurred hereunder and be continuingthen exist, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage or immediately after giving effect to any nonratable such increase in would exist. At the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) abovetime of any such increase, WPZ shall deliver to at the Administrative Agent, to the extent requested by the Administrative request of Agent, the following in form Credit Parties and substance reasonably satisfactory the Lenders shall enter into an amendment to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to evidence such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
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Increase in Commitments. (ia) WPZ shall have At any time prior to the optionBusiness Day immediately preceding the Maturity Date, without the consent of the Lenders, from time to time to cause Borrower may effectuate one or more increases in the Aggregate aggregate Commitments (each such increase being a “Commitment Increase”), by addingdesignating either one or more of the existing Lenders (each of which, subject in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its Commitment as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase shall be equal to at least $25,000,000, (ii) all Commitments and Revolving Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the prior approval existing Commitments and Revolving Advances except as to upfront fees which may be as agreed to between the Borrower and such Increasing Lender or Additional Lender, as the case may be, and (iii) the aggregate of all such Commitment Increases shall not exceed $150,000,000. The Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.15 to the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase . This Section 2.15 shall not result in the increase of be construed to create any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to obligation on the Administrative Agent and executed by WPZ, or any of the Administrative Agent, Lenders to advance or to commit to advance any credit to the New Lenders, if any, and Lenders increasing their Commitments, if any, and which Borrower or to arrange for any other Person to advance or to commit to advance any credit to the Borrower.
(b) The Commitment Increase shall indicate become effective on the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant ) on or prior to this Section which each of following conditions shall have been satisfied: (i) the receipt by the execution and delivery to the Administrative Agent of the applicable commitment increase (A) an agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
Agent signed by the Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Borrower with respect to such Commitment Increase and such legal opinions as the Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.5(c)(ii), (iii) receipt by the Administrative Agent of a certificate of an authorized officer of the Borrower certifying (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, both before and after giving effect to such increaseCommitment Increase, no Default has occurred and is continuing, (1B) the all representations and warranties (other than Added L/C Representations) contained made by the Borrower in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent respects(except that such materiality qualifier shall not be applicable to any representations and warranties specifically refer that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date, in date which case they were remains true and correct in all material respects as of such earlier datedate (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (2C) no Default or Event of Default exists the pro forma compliance with the covenants in Sections 6.17, 6.18 and is continuing;
(B) 6.19, after giving effect to such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreementCommitment Increase, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(Civ) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested receipt by the Administrative Agent Increasing Lender or Additional Lender, as applicable, of all such Lendersfees as agreed to between such Increasing Lender and /or Additional Lender and the Borrower.
(iiic) Any Borrower Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Revolving Advances shall have take into account the option, actual Commitment of each Lender and the principal amount outstanding of each Revolving Advance made by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and during the relevant period of time.
(Bd) increase or decrease On such Increase Date, each Lender’s share of the Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s applicable pro rata share of such Letter of Credit Obligations (such pro rata share for such Lender to be determined as of the Increase Date in accordance with its Commitment on such date as a percentage of the aggregate Commitment on such date) without further action by any Lender as an Issuing Bankparty.
Appears in 1 contract
Increase in Commitments. (ia) WPZ shall have At any time after the optionEffective Date and no more than two times during any calendar year, without the consent of Borrower may, by written notice to the LendersAdministrative Agent, request at any time or from time to time that the Total Commitments be increased; provided that the aggregate amount of each such increase pursuant to this Section 2.19 shall not be less than $20,000,000 and the aggregate amount of all such increases pursuant to this Section 2.19 shall not cause the aggregate amount of Total Commitments to exceed $1,750,000,000; and provided further that if the Bank of America Commitment is effective, any increase in Commitments pursuant to this Section 2.19 shall be agreed and consented to by Bank of America, N.A. (unless, for the avoidance of doubt, the Bank of America Commitment is being terminated in connection with such increase). Any such notice shall set forth the amount of the requested increase in the Total Commitments and the date on which such increase is requested to become effective. The Borrower may arrange for one or more increases banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lenders, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the requested amount of the increase in the Aggregate Commitments by addingTotal Commitments; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), . Increases of Commitments and new Commitments created pursuant to this Agreement one or more financial institutions as Lenders paragraph (collectivelya) shall become effective upon the execution and delivery by the Parent, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increaseBorrower, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New any Lenders (including any Augmenting Lenders, if any, and Lenders increasing ) agreeing to increase their existing Commitments or extend new Commitments, if anyas the case may be, and which shall indicate of an agreement providing for such increased or additional Commitments, subject to the amount and allocation satisfaction of any conditions set forth in such agreement. Notwithstanding the foregoing, no increase in the Aggregate Total Commitments (or in the Commitment of any Lender) shall become effective under this paragraph (a) unless, on the date of such increase, (i) the conditions set forth in paragraphs (a) and (b) of Sections 4.02 shall be satisfied (as though a Borrowing were being made on such date); provided that for purposes of this Section, the effective representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent audited financial statements available on the date of such increase and (ii) the “Increase Effective Date”)Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer or a Financial Officer of the Parent and the Borrower. Each financial institution that becomes a New The Borrower is not required to offer any Lender an opportunity to participate in any increase pursuant to this Section by the execution and delivery 2.19 and, if offered an opportunity to the Administrative Agent of the applicable commitment increase agreement participate, a Lender shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay not have any additional amounts required pursuant obligation to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Sectionparticipate.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Sources: Credit Agreement (Macy's, Inc.)
Increase in Commitments. (ia) WPZ shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks So long as (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”x) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall has occurred and is continuing or would result therefrom and (y) after giving effect thereto, on a Pro Forma Basis the Consolidated Senior Secured Leverage Ratio as of the last day of the most recently ended Measurement Period for which financial statements have occurred hereunder and be continuingbeen provided (or in the case of periods on or prior to October 3, (B2010, filed with the SEC) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consentequal to or less than 3.75:1.00, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable upon notice to the Administrative Agent and executed by WPZ, the Administrative Agent, at any time after the New LendersClosing Date, the Borrower may request one or more Additional Term Commitments or one or more Additional Revolving Credit Commitments (it being understood and agreed that (i) at the election of the Borrower, such additional commitments in respect of any term loans or revolving loans may be implemented through the addition of additional new tranches of such loans instead of being implemented as increases in the applicable Commitments and loans and (ii) if anythe Borrower makes such election, the provisions of this Section shall be read in a manner that permits such election to be implemented); provided that (i) after giving effect to any such addition, the aggregate amount of Additional Term Commitments and Lenders increasing their Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not exceed the Permitted Incremental Amount (provided that the aggregate amount of Revolving Credit Commitment (inclusive of any Additional Revolving Credit Commitments)) shall not exceed the lesser of (x) the Permitted Incremental Amount and (y) $150,000,000); (ii) any such addition shall be in an aggregate amount of $25,000,000 or any whole multiple of $500,000 in excess thereof (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 Additional Term Commitments and Additional Revolving Credit Commitments set forth in clause (i) to this proviso), (iii) the final maturity date of any Additional Term Loans shall be no earlier than the Maturity Date for the Term Loans, (iv) the weighted average life to maturity of the Additional Term Loans shall be no shorter than the remaining weighted average life to maturity of the Term Loans and the final maturity date of any Additional Revolving Credit Commitments shall be no earlier than the Maturity Date for the Revolving Credit Facility, (v) no Lender shall be required to participate in the Additional Term Commitments or the Additional Revolving Credit Commitments, if any(vi) the amortization schedule applicable to the Additional Term Commitments shall be determined by the Borrower and the lenders thereof, and which shall indicate (vii) the amount and allocation of such increase in interest rate applicable to the Aggregate Additional Term Commitments and the Additional Revolving Credit Commitments shall be determined by the Borrower and the lenders thereof; provided that (x) in the event that the all-in yield (whether in the form of interest rate margins, original issue discount, upfront fees, or Eurodollar Rate or Base Rate floors (but not arranger, underwriting, commitment or similar fees), assuming, in the case of original issue discount and upfront fees, four-year life to maturity and assuming the Additional Revolving Credit Commitments and the Revolving Credit Facility are fully drawn) applicable to such Additional Term Commitments are greater than the all-in yield (giving effect to interest rate margins, original issue discount paid in the initial primary syndication thereof, upfront fees and Eurodollar Rate and Base Rate floors) for the Term Facility by more than 50 basis points, then the all-in yield for the Term Facility shall be increased to the extent necessary so that the all-in yield for such Additional Term Commitments are no more than 50 basis points greater than the all-in-yield for the Term Facility, and (y) in the event that the all-in yield (whether in the form of interest rate margins, original issue discount, upfront fees, or Eurodollar Rate or Base Rate floors (but not arranger, underwriting, commitment or similar fees), assuming, in the case of original issue discount and upfront fees, four-year life to maturity) applicable to such Additional Revolving Credit Commitments are greater than the all-in yield (giving effect to interest rate margins, original issue discount paid in the initial primary syndication thereof, upfront fees and Eurodollar Rate and Base Rate floors) for the Revolving Credit Facility by more than 50 basis points, then the all-in yield for the Revolving Credit Facility shall be increased to the extent necessary so that the all-in yield for such Additional Revolving Credit Commitments are no more than 50 basis points greater than the all-in yield for the Revolving Credit Facility, (viii) the Additional Term Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, and (ix) the Additional Revolving Credit Commitments and loans and letters of credit made or issued thereunder shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans.
(b) If any Additional Term Commitments or Additional Revolving Credit Commitments are added in accordance with this Section 2.14, such commitments shall become effective date of such increase in accordance with the definitive documentation regarding any Additional Term Commitments or Additional Revolving Credit Commitments (the “Increase Additional Commitments Effective Date”). Each Additional Term Loans may be made, and Additional Revolving Credit Commitments may be provided, by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant have consented to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect or Additional Lender’s providing such Additional Term Commitments or such Additional Revolving Credit Commitments if such consent would be required under Section 10.06(b) for an assignment of Commitments or Loans to any nonratable increase in the Aggregate Commitments under this Section.
(ii) such Lender or Additional Lender. As a condition precedent to each increase pursuant to subsection (c)(i) abovesuch addition, WPZ the Borrower shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) Agent a certificate dated as of the Increase Additional Commitments Effective Date, Date signed by a Responsible Officer of the General Partner Borrower certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1i) the representations and warranties (other than Added L/C Representations) contained in this Agreement Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Additional Commitments Effective Date after giving effect to such increaseDate, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were shall have been true and correct in all material respects as of such earlier date, and (2ii) no Default or Event of Default exists immediately before or immediately after giving effect to such addition, and (iii) the Borrower shall be in compliance, on a Pro Forma Basis, with the financial covenants set forth in Section 7.11 for the most recently completed Measurement Period for which financial statements have been provided (or in the case of periods on or prior to October 3, 2010, filed with the SEC) after giving effect to the making of Additional Term Loans or Additional Revolving Credit Loans (to the extent any are to be made on the Additional Commitment Effective Date), as applicable. On each Additional Commitments Effective Date, each applicable Lender or other Person which is continuing;providing an Additional Term Commitment or an Additional Revolving Credit Commitment (i) in the case of any Additional Revolving Credit Commitment, shall become a “Revolving Credit Lender” for all purposes of this Agreement and the other Loan Documents (though such Revolving Credit Lenders may constitute an additional class of revolving lenders) and (ii) in the case of any Additional Term Commitment, shall make (or become obligated to make) an Additional Term Loan to the Borrower in a principal amount equal to such Lender’s or Person’s Additional Term Commitment. Any Additional Revolving Credit Loan shall be a “Revolving Credit Loan” for all purposes of this Agreement and the other Loan Documents and any Additional Term Loan shall be a “Term Loan” for all purposes of this Agreement and the other Loan Documents (though such Revolving Credit Loans may constitute a separate tranche of revolving loans, it being understood that all borrowings and repayments will be made pro rata between such revolving loan tranches, except as provided below). The Borrower shall prepay any Revolving Credit Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Revolving Credit Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments. If the Additional Revolving Credit Commitments expire after the Maturity Date of the Revolving Credit Facility, then (i) the Revolving Credit Facility and related Obligations may be repaid on the Maturity Date for the Revolving Credit Facility on a non-ratable basis with the Additional Revolving Credit Commitments and (ii) Letters of Credit may have an expiration date after the Maturity Date of the Revolving Credit Facility if participations therein will be assumed by the Lenders with the Additional Revolving Credit Commitments after the Maturity Date of the Revolving Credit Facility. Any Additional Revolving Credit Commitments may permit a letter of credit sub-facility not to exceed 50% of the amount of such Additional Revolving Credit Commitments, subject to the consent of one or more L/C Issuers which agrees to issue letters of credit thereunder.
(Bc) such certificates Any other terms of resolutions and documentation entered into in respect of any Additional Term Loans made or any Additional Revolving Credit Commitments provided, in each case pursuant to this Section 2.14, shall be consistent with the Term Loans or the Revolving Credit Commitments, as the case may be, (including with respect to voluntary and mandatory prepayments), other actionthan as contemplated by Section 2.14(a) above. Any Additional Term Loans or Additional Revolving Credit Commitments, incumbency certificates and/or other certificates of a Responsible Officer of as applicable, made or provided pursuant to this Section 2.14 shall be evidenced by one or more entries in the General Partner as accounts or records maintained by the Administrative Agent may reasonably require evidencing in accordance with the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer provisions set forth in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; andSection 2.11.
(Cd) a favorable customary opinion This Section 2.14 shall supersede any provisions in Section 10.01 to the contrary. Notwithstanding any other provision of counsel to WPZany Loan Document, relating to such increase agreement, addressed to the Loan Documents may be amended by the Administrative Agent and the Loan Parties to provide for terms applicable to each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the optionAdditional Term Commitment, by agreement with any Lender to (A) after consultation with the Administrative AgentAdditional Term Loans, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Additional Revolving Credit Commitment of any Lender and/or Additional Revolving Credit Loans, as an Issuing Bankthe case may be.
Appears in 1 contract
Sources: Credit Agreement (DineEquity, Inc)
Increase in Commitments. Page 77 NAI-5000431466v13
(ia) WPZ The Borrower shall have the option, without the consent of the Lenders, option at any time and from time to time before the Revolving Credit Maturity Date (as the same may be extended pursuant to cause one Section 2.12 below) or more increases the Initial Term Loan Maturity Date, as applicable, to request (i) an increase in the Aggregate Commitments by addingTotal Dollar Revolving Credit Commitments, subject (ii) an increase in the Total Alternative Currency Revolving Commitments, and/or (iii) an increase in the Initial Term Loan Commitment or additional term loan facilities (each, an “Incremental Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”; any such increase pursuant to the prior approval of the Administrative Agent and the Issuing Banks foregoing clause (such approval not to be unreasonably withheldi), to this Agreement one (ii) or more financial institutions as Lenders (iii), each individually, an “Incremental Facility” and, collectively, the “New LendersIncremental Facilities”) by giving written notice to the Agent (an “Increase Notice”), provided that any such individual increase must be in a minimum amount of $50,000,000.00 and increments of $5,000,000.00 in excess thereof, and the aggregate Commitments and Loans hereunder shall not exceed $5,000,000,000.00.
(b) The Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facility, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such Incremental Facility and the allocations of any increase in the Dollar Revolving Credit Commitments, the Alternative Currency Revolving Commitments and/or the Initial Term Loan Commitments or by allowing one or more making of Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders (it being understood and agreed that the Borrower shall not be required to approach any existing Lender with respect to any Incremental Facility). No Lender shall be obligated in any way whatsoever to increase their respective its Dollar Revolving Credit Commitment, its Alternative Currency Revolving Commitment or its Initial Term Loan Commitment, to provide a new Term Loan Commitment or to make an additional Term Loan. Each such Lender approached by the Agent shall notify the Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its applicable Commitment Percentage of such requested increase for the Dollar Revolving Credit Commitments, the Alternative Currency Revolving Commitments and/or Term Loan Facility, as the case may be. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment.
(c) In the case of any Class of Incremental Term Loans, except for (1) the Applicable Margin and any unused commitment fees, upfront fees, arranger fees, or other similar fees applicable to such Class of Incremental Term Loans, (2) the period available and procedure for borrowing such Class of Incremental Term Loans, amortization in respect thereof and any additional mandatory prepayment events applicable thereto, and (3) the Maturity Date for such Class of Incremental Term Loans, the terms and conditions therefor shall be identical to the terms and conditions applicable to the Revolving Credit Loans; provided however that: that (A) prior no Class of Incremental Term Loans shall have a final maturity date that is earlier than the latest Term Loan Maturity Date then in effect, and (B) the weighted average life to maturity of any Class of Incremental Term Loans shall be no shorter than the weighted average life to maturity of any Class of Term Loans then outstanding.
(d) If a new Revolving Credit Lender becomes a party to this Agreement, or if any existing Revolving Credit Lender is increasing its Revolving Credit Commitment of any given Class, such Lender shall on the date it becomes a Revolving Credit Lender hereunder (or in the case of an existing Revolving Credit Lender, increases its applicable Revolving Credit Commitment) (and as a condition thereto) purchase from the other applicable Revolving Credit Lenders its Commitment Percentage (determined with respect to the Dollar Revolving Credit Lenders’ respective Dollar Revolving Credit Commitments or with respect to the Alternative Currency Revolving Lenders’ respective Alternative Currency Revolving Commitments, as applicable) after giving effect to the increaseincrease of the Revolving Credit Commitments of such Class) of any outstanding Dollar Revolving Credit Loans or Alternative Currency Loans, as NAI-5000431466v13 applicable, by making available to the Agent for the account of such other applicable Revolving Credit Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such applicable Revolving Credit Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other applicable Revolving Credit Lenders under Section 2.10(f) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such applicable Revolving Credit Loans. The Borrower shall pay to the applicable Revolving Credit Lenders amounts payable, if any, to such Revolving Credit Lenders under Section 4.10 as a result of the prepayment of any such applicable Revolving Credit Loans.
(e) Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increaseIncremental Facility, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as the effective date of the Increase Effective Date after giving effect to any such increase, Incremental Facility except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances permitted hereunder, and (z) the Agent shall have received each of the following, in form and substance satisfactory to the Agent: (i) if not previously delivered to the Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate or other necessary action taken by each Guarantor authorizing the guaranty of such Incremental Facility; (ii) unless the Agent has notified the Borrower that it does not require delivery of such item, an opinion of counsel to the Borrower, the REIT and the other Guarantors, and addressed to the Agent and the Lenders covering such matters as reasonably requested by the Agent; and (iii) in the case of a Lender that has notified the Agent in writing that it wants to receive Notes, (A) new Revolving Credit Notes, as applicable, executed by the Borrower, payable to any such new Revolving Credit Lenders and replacement Revolving Credit Notes, as applicable, executed by the Borrower, payable to any such existing Revolving Credit Lenders increasing any of their Revolving Credit Commitments, in the amount of such Revolving Credit Lender’s Dollar Revolving Credit Commitment and/or Alternative Currency Revolving Commitment, as applicable, at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Credit Commitments of the applicable Class and/or (B) a new Term Loan Note executed by the Borrower, payable to any such new Term Loan Lenders making Term Loans in the aggregate amount of such Term Loan Lender’s Term Loans, and replacement Term Loan Notes executed by the Borrower payable to any such existing Term Loan Lenders making additional Term Loans in the aggregate outstanding principal amount of such Term Loan Lender’s Term Loans at the time of the making of such additional Term Loans.
(f) In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Agent may reasonably request and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of in the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Agent, its name, address, tax identification number and/or such other information as an Issuing Bankshall be necessary for the Agent to comply with “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act.
Appears in 1 contract
Sources: Credit Agreement (Blue Owl Real Estate Net Lease Trust)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without right to increase the consent aggregate amount of the LendersCommitments up to three (3) times by providing written notice to the Administrative Agent, from time which notice shall be irrevocable once given; provided, however, that after giving effect to time any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000. Each such increase in Commitments of the same Class, each as applicable, must be in an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 in excess thereof (or the maximum amount of the incremental Commitments available pursuant to cause one or more increases this Section 2.17). The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Aggregate Commitments by addingCommitments, subject including decisions as to the prior approval selection of the Administrative Agent existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the Issuing Banks (allocations of the increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be unreasonably withheld)paid for such increased Commitments. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one or more financial institutions as Lenders (collectivelyin connection with any such requested increase must be an Eligible Assignee. In connection with any increase in the Term Loan Commitments of a given Class, the “New applicable Term Loan Availability Period for such Class shall not apply to such increased Term Loan Commitments. If a new Lender of a given Class becomes a party to this Agreement, or if any existing Lender is increasing its Commitment of a given Class or obtains a new Class of Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment of such Class or obtains a new Class of Commitment) (and as a condition thereto) purchase from the other Lenders of such Class its applicable Commitment Percentage of such Class (determined with respect to the Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments of such Class, as applicable, and after giving effect to the increaseincrease of Commitments of such Class, as applicable) of any outstanding Loans of such Class, as applicable, by making available to the Administrative Agent for the account of such other Lenders of such Class, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans of such Class to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders of such Class under Section 2.4(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans of such Class. Notwithstanding the foregoing and any other provision of this Agreement to the contrary, the parties hereto agree that, in connection with any increase in Commitments under this Section, the Administrative Agent, the Borrower, and each relevant new or increasing Lender shall endeavor to make arrangements satisfactory to such parties to cause each such new or increasing Lender to temporarily hold risk participations in the outstanding Loans, of the applicable Class, of the other Lenders of such Class (rather than fund its Commitment Percentage of such Class of all outstanding Loans of such Class concurrently with the effectiveness of such increase of Commitments of such Class) with a view toward minimizing breakage costs and transfers of funds in connection with such increase of Commitments. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4 as a result of the prepayment of any such Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (w) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and exist on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1x) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, (y) payment of any and all fees required in connection with such increased Commitments and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing;
(B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor that is a party to the Guaranty authorizing the guaranty of such increase; and (ii) if requested by the Administrative Agent, incumbency certificates and/or other certificates an opinion of counsel to the Borrower and any Guarantor party to the Guaranty, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Notes executed by the Borrower, payable to any new Lenders and existing Lenders obtaining a Responsible Officer new Class of Commitment and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s applicable Class of Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of such Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.17 any Lender becoming a party hereto shall execute (1) such documents and agreements as the Administrative Agent may reasonably require evidencing request and (2) in the identity, authority and capacity case of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become or cease to be an Issuing Bank under this Agreement comply with “know your customer” and (B) increase or decrease anti-money laundering rules and regulations, including, without limitation, the Letter of Credit Commitment of any Lender as an Issuing BankPatriot Act.
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Increase in Commitments. (ia) WPZ The Borrower shall have the option, without the consent of the Lenders, right at any time and from time to time during the period beginning on the Closing Date to cause one or more increases the Maturity Date to request an increase in the Aggregate Commitments Commitments, by adding, subject providing written notice to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheldan “Increase Request”); provided, to this Agreement one or more financial institutions as Lenders (collectivelyhowever, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and that after giving effect to any such increases, the increaseaggregate amount of the Commitments shall not exceed $2,000,000,000 (as reduced by the amount of any permanent reduction of the Commitments under the Facility). Each such Increase Request must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, no Default or Event in consultation with the Borrower, shall manage all aspects of Default shall have occurred hereunder and be continuing, (B) no the syndication of such increase shall cause in the Aggregate Commitments Commitments, including decisions as to exceed $2,400,000,000the selection of the existing Lenders and/or other banks, (C) no Lender’s Commitment shall financial institutions and other institutional lenders to be increased without such Lender’s consent, (D) approached with respect to such increase shall not result in Commitments, and the allocations of the increase in the increase Commitments, among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable the Increase Request to the Administrative Agent and executed by WPZ, the Administrative Agent, the New LendersBorrower shall enter into an engagement letter with the Administrative Agent for the Facility governing, if anyamong other things, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation syndication of such increase in the Aggregate Commitments, and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Commitments established pursuant to this Section shall be regarded as Commitments hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions of, the Loans of the Facility outstanding hereunder at the time such additional Commitments are established. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, as applicable, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee.
(b) Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default shall be in existence on the effective date of such increase (or would result from such proposed increase or from the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent application of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increaseproceeds thereof, (1y) the representations and warranties (of the Borrower and each other than Added L/C Representations) Loan Party contained in this Agreement and the Article VI or any other Loan Documents Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Increase Effective Date after giving effect to effective date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in clauses (2a) no Default and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists the Borrower or Guarantor, as applicable, of (A) all corporate and is continuing;
other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such certificates increase; (ii) an opinion of resolutions counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Required Lenders, in form and content similar to the opinion provided to the Administrative Agent and the Lenders pursuant to Section 5.01(a)(v) or such other actionform acceptable to the Administrative Agent, incumbency certificates and/or other certificates and (iii) to the extent requested, new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the amount of their Commitment. Any Lender receiving such a Responsible Officer of replacement Note shall promptly return to the General Partner Borrower the Note that was replaced. In connection with any increase in the Commitments established pursuant to this Section 2.16, any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing request. The Borrower shall pay such fees to the identityAdministrative Agent, authority for its own account and capacity for the benefit of the Lenders providing such additional Commitments, as determined at the time of such Responsible Officer thereof authorized to act as a Responsible Officer increase.
(c) If in connection with an Increase Request, a new Lender becomes a party to this Agreement or any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Applicable Revolving Percentage (determined with respect to the Lenders’ respective Commitments after giving effect to the requested increase agreementof Commitments) of any outstanding Loans, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed by making available to the Administrative Agent and each Lender for the account of such other Lenders, in same day funds, an amount equal to the portion of the outstanding principal amount of such Loans to be purchased by such Lender. The Borrower shall pay to the Lenders amounts payable, if requested by the Administrative Agent or any, to such LendersLenders under Section 3.05 as a result of any resulting prepayment of any such Loans.
(iiid) Any Borrower This Section shall have supersede any provisions in Section 2.14 or 11.01 to the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bankcontrary.
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Increase in Commitments. (i) WPZ The Borrower shall have the option, without right at any time after the consent of Effective Date and prior to the Lenders, from time applicable Termination Date to time to cause one or more request (a) increases in the Aggregate aggregate amount of Revolving Commitments by addingthen in effect, subject (b) prior to the prior approval Availability Period Termination Date, increases in the aggregate amount of Delayed Draw Term Loan Commitments or (c) additional term loan facilities or increases to any previously effected additional term loan facilities, in any case, by providing written notice thereof in reasonable detail to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases or additional term loan facilities the aggregate amount of all Commitments provided under this Agreement shall not exceed $2,000,000,000. Each such request to increase any existing Commitments or receive additional term loan facilities must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof (or, in each case, in such less amounts as may be acceptable to the Administrative Agent and the Issuing Banks (Borrower). The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such approval not increase or such additional term loan facilities, as applicable, so as to achieve a syndication of such request reasonably satisfactory to the Administrative Agent and the Borrower, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be unreasonably withheld)approached with respect to any such request and the allocations of the Commitments related to such request as among such existing Lenders and/or other banks, financial institutions and other institutional lenders, in each case, as reasonably agreed to by the Administrative Agent and the Borrower. No Lender shall be obligated in any way whatsoever to increase any of its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase or more financial institutions additional term loan facilities, as applicable, must be an Eligible Assignee. In the case of any increase in the Commitments or Loans of an existing Class, if a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall, to the extent applicable, on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment of such Class) (and as a condition thereto) purchase from the other Lenders of such Class its Revolving Commitment Percentage or applicable Term Loan Commitment Percentage, if and as applicable (collectively, determined with respect to the “New applicable Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to and Commitments of such Class after giving effect to the increaseincrease of the Commitments of such Class), of any outstanding Loans of such Class, by making available to the Administrative Agent for the account of such other Lenders of such Class, in Same Day Funds, an amount equal to (A) the portion of the outstanding principal amount of such Loans of such Class to be purchased by such Lender of such Class, plus (B) in the case of an increase in Revolving Commitments, the aggregate amount of payments previously made by the other Lenders under Section 2.4(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans of such Class. The Borrower shall pay to the Lenders of such Class amounts payable, if any, to such Lenders under Section 5.4 as a result of the prepayment of any such Loans of such Class. Effecting any increase of the Commitments of any Class and effecting any additional term loan facilities, as applicable, under this Section 2.17 is, in each case, subject to the satisfaction of the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuingin existence on the effective date of such increase, (By) no the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment Loan Party is a party shall be increased without such Lender’s consent, true and correct in all material respects (D) such increase shall not result except in the increase case of any Borrower Sublimit and (E) a representation or warranty qualified by materiality, in which case such increase representation or warranty shall be evidenced by a commitment increase agreement true and correct in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the “Increase Effective Date”). Each financial institution that becomes case of a New Lender pursuant representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to this Section by the execution applicable Lenders in accordance with the provisions of Section 13.6, and delivery to (z) the Administrative Agent shall have received each of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) abovefollowing, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
: (Ai) a certificate dated as of if not previously delivered to the Increase Effective DateAdministrative Agent, signed current copies certified by a Responsible Officer of each Loan Party of (A) in the General Partner certifying that each case of the conditions Borrower, all corporate or other necessary action taken by the Borrower to authorize such increase and (B) in the case of each Guarantor, all corporate or other necessary action taken by such Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters with respect to the increase of the applicable Commitments as reasonably requested by the Administrative Agent; and (iii) except in the case of a Lender that has requested not to receive Notes, new Revolving Notes or Term Notes, as applicable, executed by the Borrower, payable to any such new Lenders and replacement Revolving Notes or Term Notes, as applicable, executed by the Borrower, payable to any such existing Lenders increasing their respective Commitments of such Class, any such lenders providing new Commitments or otherwise reflecting such Lender’s new respective aggregate Commitments of any applicable Class, in each case, in the amount of such Lender’s Commitment of such Class at the time of, and after giving effect to, the effectiveness of the applicable increase in the applicable Commitments of such Class or additional term loan facilities, as applicable. Each increase in the aggregate amount of any Commitments hereunder and each additional term loan facility effected, in each case, pursuant to this Section 2.17 shall be effected pursuant to an amendment to this Agreement effecting such increase or such additional term loan facility, as applicable, and, to the extent not set forth in this Section 2.01(c) Agreement, shall have occurred and been complied with and that, before and after giving effect include such terms applicable to such increaseincrease or additional term loan facility, as applicable. In connection with any increase in the aggregate amount of any Commitments pursuant to this Section 2.17 any Lender becoming a party hereto shall (1) the representations execute such documents and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner agreements as the Administrative Agent may reasonably require evidencing the identity, authority request and capacity of such Responsible Officer thereof authorized (2) provide to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become or cease to be an Issuing Bank under this Agreement comply with “know your customer” and (B) increase or decrease Anti-Money Laundering Laws, including without limitation, the Letter of Credit Commitment of any Lender as an Issuing BankPatriot Act.
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Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, right at any time and from time to time during the period beginning on the Effective Date to cause one or more but excluding the Termination Date to request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the Issuing Banks (allocations of the increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to be unreasonably withheld)increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate and is continuing;
other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such certificates increase; (ii) an opinion of resolutions or other actioncounsel to the Borrower and the Guarantors, incumbency certificates and/or other certificates and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of a Responsible Officer such L▇▇▇▇▇’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably require evidencing request and (2) in the identity, authority and capacity case of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become or cease to be an Issuing Bank under this Agreement comply with “know your customer” and (B) increase or decrease anti-money laundering rules and regulations, including without limitation, the Letter of Credit Commitment of any Lender as an Issuing BankPatriot Act.
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Increase in Commitments. (i) WPZ shall have the option, without the consent of the Lenders, The Agent may from time to time to cause one or more increases in the Aggregate Commitments by adding, subject prior to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such Bridge Loan Maturity Date arrange an increase in the Aggregate Commitments Bridge Commitment in accordance with this Section 2.01(c); provided, that the aggregate amount of all such Aggregate Bridge Commitment increases shall not exceed $10,000,000 and in no event shall the effective date of such Aggregate Bridge Commitment exceed $25,000,000. Agent may arrange either for an existing Lender to increase (the “Increase Effective Date”). Each financial institution that becomes its Commitment or arrange for one or more lenders not a New Lender pursuant party to this Section Agreement, but qualifying as an Eligible Assignee (each such person, an "Additional Lender"), to assume such additional Commitment(s) (provided that any Additional Lender shall have a Commitment of not less than $1,250,000) by becoming a party to this Agreement by signing an Additional Lender Agreement (in substantially the execution and delivery form attached to the Administrative Revolving Credit Agreement) and such other documentation as the Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Datemay reasonably request to effectuate such transaction. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage If, after giving effect to any nonratable increase in the Aggregate Bridge Loan Commitments under this Section.
(ii) As a condition precedent as aforesaid, the respective Bridge Commitment Percentages of the Lenders are not the same as the respective Bridge Commitment Percentages of the Lenders immediately prior to each increase such increase, the Company shall prepay any outstanding Loans, together with interest thereon and any amounts due pursuant to subsection (c)(i) aboveSection 3.04, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated effective as of the Increase Effective Datedate of such increase, signed by a Responsible Officer of the General Partner certifying that which payments shall be applied in accordance with each of the conditions Lender's Bridge Commitment Percentage prior to giving effect to such increase set forth increase, and may reborrow such Bridge Loans from each Lender in this Section 2.01(c) shall have occurred and been complied accordance with and that, before and each Lender's revised Bridge Commitment Percentage after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement . The Agent and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving Lenders shall use reasonable efforts to effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with any such increase agreementso as to minimize amounts due pursuant to Section 3.04. Increases in Bridge Commitments pursuant to this Section shall be made concurrently with Commitments under the Revolving Credit Agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersmore fully described therein.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Sources: Revolving Credit Agreement (Apartment Investment & Management Co)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, right at any time and from time to time during the period beginning on the Effective Date to cause one or more but excluding the Termination Date to request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the Issuing Banks (allocations of the increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to be unreasonably withheld)increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuingin existence on the effective date of such increase, (By) no the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment Loan Party is a party shall be increased without such Lender’s consent, (D) such increase shall not result true and correct in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and all material respects on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) except to the extent necessary to keep the outstanding Loans of each Lender ratable with that such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties expressly relate solely to an earlier date (other than Added L/C Representations) contained in this Agreement which case such representations and the other Loan Documents are warranties shall have been true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate and is continuing;
other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such certificates increase; (ii) an opinion of resolutions or other actioncounsel to the Borrower and the Guarantors, incumbency certificates and/or other certificates and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of a Responsible Officer such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably require evidencing request and (2) in the identity, authority and capacity case of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become or cease to be an Issuing Bank under this Agreement comply with “know your customer” and (B) increase or decrease anti-money laundering rules and regulations, including without limitation, the Letter of Credit Commitment of any Lender as an Issuing BankPatriot Act.
Appears in 1 contract
Increase in Commitments. (ia) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Revolving Credit Commitments or Term Loan Commitments (or both) by addingproviding written notice to the Administrative Agent; provided, however, that after giving effect to any such increases the aggregate amount of the Revolving Credit Commitments shall not exceed $600,000,000 and the Outstanding Amount of the Term Loan shall not exceed $400,000,000. Each such increase in the Revolving Credit Commitments or Term Loan Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Credit Commitments and Term Loan Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Revolving Credit Commitments and Term Loan Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Notwithstanding the foregoing, participation in all or any portion of such increase of the Revolving Credit Commitments and Term Loan Commitments shall be offered by the Arrangers to any existing Lender selected by the Borrower or to any other bank, financial institution or other institutional lender selected by the Borrower, subject to the prior approval of the Administrative Agent and to the Issuing Banks extent set forth in clause (such approval not w) of subsection (d) below. No Lender shall be obligated in any way whatsoever to be unreasonably withheld), increase its Revolving Credit Commitment or Term Loan Commitment.
(b) If a new Lender becomes a party to this Agreement one as a Revolving Credit Lender, or more financial institutions if any existing Revolving Credit Lender is increasing its Revolving Credit Commitment, such Lender shall on the date it becomes a Revolving Credit Lender hereunder or, in the case of an existing Revolving Credit Lender, increases its Revolving Credit Commitment (and as a condition thereto) purchase from the other Revolving Credit Lenders its Revolving Credit Commitment Percentage (collectively, determined with respect to the “New Revolving Credit Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to ’ relative Revolving Credit Commitments and after giving effect to the increaseincrease of Revolving Credit Commitments) of any outstanding Revolving Credit Loans, by making available to the Administrative Agent for the account of such other Revolving Credit Lenders, in immediately available funds, an amount equal to the sum of (A) the portion of the Outstanding Amount of such Revolving Credit Loans to be purchased by such Revolving Credit Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the Outstanding Amount of such Revolving Credit Loans. The Borrower shall pay to the Revolving Credit Lenders amounts payable, if any, to such Revolving Credit Lenders under Section 5.4. as a result of the prepayment of any such Revolving Credit Loans.
(c) If pursuant to this Section 2.16. one or more Additional Term Loan Lenders shall agree to make an Additional Term Loan Advance, such Additional Term Loan Advance shall be made, on a date agreed to by the Borrower, the Administrative Agent and the Additional Term Loan Lender, in accordance with the following conditions and procedures:
(i) Not later than 1:00 p.m. at least one (1) Business Day prior to a borrowing of Base Rate Loans comprising all or a portion of an Additional Term Loan Advance and not later than 1:00 p.m. at least three (3) Business Days prior to a borrowing of LIBOR Loans comprising all or a portion of an Additional Term Loan Advance, the Borrower shall deliver to the Administrative Agent (A) a Notice of Borrowing with respect to such Additional Term Loan Advance and (B) Notices of Continuation and/or Notices of Conversion with respect to the then outstanding Term Loan, such that, on the date of the Additional Term Loan Advance, the Term Loan then outstanding and the Additional Term Loan Advance shall be combined so that all Term Loan Lenders (including the Additional Term Loan Lender) hold pro rata amounts of each portion of the Term Loan (including the Additional Term Loan Advance) of each Type and Interest Period in their respective Term Loan Commitment Percentages as determined after giving effect to the Additional Term Loan Advance. Each such Notice of Borrowing, Notice of Conversion and Notice of Continuation shall specify the Type of the Term Loan (or Additional Term Loan Advance, as applicable), and if such portion of the Term Loan (or Additional Term Loan Advance, as applicable), is to be a LIBOR Loan, the Interest Period therefor, all in accordance with the provisions of the immediately preceding sentence. Such notices shall be irrevocable once given and binding on the Borrower.
(ii) Each Additional Term Loan Lender shall deposit an amount equal to its Additional Term Loan Commitment with the Administrative Agent at the Principal Office, in immediately available funds not later than 10:00 a.m. on the date on which it has agreed to make such Additional Term Loan Advance. Subject to fulfillment of all applicable conditions set forth herein, the Administrative Agent shall make available to the Borrower at the Principal Office, not later than 1:00 p.m. on such date the proceeds of such amounts received by the Administrative Agent.
(iii) The Borrower shall pay to the Term Loan Lenders amounts payable, if any, to such Term Loan Lenders under Section 5.4. as a result of the Conversion of any portion of the Term Loan as provided above.
(d) The increase of the Revolving Credit Commitments and any Additional Term Loan Advance under this Section are subject to the following conditions precedent: (w) the Administrative Agent’s approval (which approval shall not be unreasonably withheld or delayed) of any new Lender (other than an Eligible Assignee), (x) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase in the Revolving Credit Commitment or such Additional Term Loan Advance, (y) the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section representations and warranties made or deemed made by the execution Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and delivery correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall have been true and correct in all respects) on and as of such earlier date) and except as a result of transactions permitted by this Agreement, and (z) the Administrative Agent shall have received each of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) abovefollowing, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
: (i) if not previously delivered to the Administrative Agent, copies certified by the secretary or assistant secretary (or other individual performing similar functions) of (A) a certificate dated as of all corporate, partnership, member or other necessary action taken by the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions Borrower to authorize such increase set forth in this Section 2.01(c) shall have occurred the Revolving Credit Commitments or Additional Term Loan Advance and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions all corporate, partnership, member or other action, incumbency certificates and/or other certificates necessary action taken by each Guarantor authorizing the guaranty of such increase in the Revolving Credit Commitments or Additional Term Loan Advance; (ii) a Responsible Officer of supplement to this Agreement executed by the General Partner Borrower and any Lender increasing its Commitment or issuing a new Commitment confirming such increase or new Commitment which supplement may include such amendments to this Agreement as the Administrative Agent may deems reasonably require evidencing necessary or appropriate to implement the identitytransactions contemplated by this Section 2.16., authority and capacity together with the consent of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organizationGuarantors thereto; and
(Ciii) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or any new Lender or Lender increasing its Revolving Credit Commitment or any Additional Term Loan Lender, an opinion of counsel to the Loan Parties, and addressed to the Administrative Agent and the Lenders covering such Lenders.
matters as reasonably requested by the Administrative Agent; (iiiiv) Any if requested by any new Revolving Credit Lender or any existing Revolving Credit Lender increasing its Revolving Credit Commitment, a new Revolving Credit Note executed by the Borrower, payable to any new Lenders and a replacement Revolving Credit Note executed by the Borrower, payable to any existing Revolving Credit Lender increasing its Revolving Credit Commitments, in the amount of such Lender’s applicable Revolving Credit Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the applicable Revolving Credit Commitments and (v) if requested by any Additional Term Loan Lender, a new Term Loan Note or replacement Term Loan Note executed by the Borrower shall have payable to such Additional Term Loan Lender in the option, by agreement with any Lender to amount of (A) after consultation with the Administrative Agent, cause such its Term Loan Commitment if it is a new Term Loan Lender to become or cease to be an Issuing Bank under this Agreement and (B) the sum of the then Outstanding Amount of its Term Loan and the amount of its Additional Term Loan Commitment if it was theretofore a Term Loan Lender. In connection with any increase in the aggregate amount of the Revolving Credit Commitments or decrease the Letter of Credit Commitment of any Additional Term Loan Advance pursuant to this Section 2.16. any Lender increasing or issuing a new Commitment shall execute any other documents and agreements as an Issuing Bankthe Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (RLJ Lodging Trust)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, right at any time and from time to time (a) during the period beginning on the Effective Date to cause one or more but excluding the Revolving Termination Date to request increases in the Aggregate Commitments aggregate amount of the Revolving Commitments, and (b) during the period from the Effective Date to but excluding the Termination Date for the Term Loans, to request the making of additional Term Loans (the “Additional Term Loans”), in each case, by adding, subject providing written notice to the prior approval Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases of the Administrative Agent Revolving Commitments and the Issuing Banks making of Additional Term Loans, the aggregate amount of the Revolving Commitments and the aggregate outstanding principal balance of the Term Loans shall not exceed $2,200,000,000 (less the amount of any prepayments of the Term Loans). Each such approval not increase in the Revolving Commitments or borrowing of Additional Term Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments and/or the making of any Additional Term Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be unreasonably withheld)approached with respect to any such increase in the Revolving Commitments or making of Additional Term Loans and the allocations of any increase in the Revolving Commitments or making of Additional Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment, to provide a new Revolving Commitment, or to make an Additional Term Loan, and any new Lender becoming a party to this Agreement one in connection with any such requested increase of the Revolving Commitments or more financial institutions making of Additional Term Loans must be an Eligible Assignee. If a new Revolving Lender becomes a party to this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Commitment Percentage (collectively, determined with respect to the “New Revolving Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Revolving Commitments and after giving effect to the increaseincrease of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting any increase of the Revolving Commitments or making of Additional Term Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans Revolving Commitments or making of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increaseAdditional Term Loans, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as the effective date of any such increase in the Increase Effective Date after giving effect to such increase, Revolving Commitments or making of Additional Term Loans except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate and is continuing;
other necessary action taken by the Borrower to authorize such increase of the Revolving Commitments or Additional Term Loans and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer increase of the General Partner Revolving Commitments or Additional Term Loans; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii)(A) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments and/or (B) a new Term Note of the applicable Class of Term Loans made by such Term Loan Lender executed by the Borrower, payable to such new Term Loan Lenders, and replacement Term Notes of the applicable Class executed by the Borrower payable to such existing Term Loan Lenders making such Additional Term Loans of such Class, in each case, in the aggregate outstanding principal amount of such Term Loan Lender’s Term Loan of the applicable Class at the time of the making of such Additional Term Loans (excluding, in the case of the preceding clauses (A) and (B), any Lender that has requested that it not receive Notes). In connection with any increase in the aggregate amount of the Revolving Commitments or the making of the Additional Term Loans pursuant to this Section 2.16., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably require evidencing request and (2) in the identity, authority and capacity case of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become or cease to be an Issuing Bank under this Agreement comply with “know your customer” and (B) increase or decrease anti-money laundering rules and regulations, including without limitation, the Letter of Credit Commitment of any Lender as an Issuing BankPatriot Act.
Appears in 1 contract
Increase in Commitments. At any time after the Effective Date the Borrower may, by written notice to the Administrative Agent, executed by the Borrower and one or more financial institutions, which may include any existing Lender (iany such financial institutions being called a “Prospective Lender”), cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) WPZ shall have in an amount for each Prospective Lender set forth in such notice; provided, however, that (a) the option, without the consent aggregate amount of the Lenders’ Commitments after giving effect to such increase shall in no event exceed $400,000,000, from time to time to cause one or more increases in the Aggregate Commitments by adding(b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to completing and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable delivering to the Administrative Agent a duly executed Accession Agreement and executed by WPZ, the Administrative Agent, the New Lenders, if any, (d) no existing Lender shall be required to become a Prospective Lender. Increases and Lenders increasing their Commitments, if any, and which new Commitments created pursuant to this Section shall indicate the amount and allocation of such increase become effective (A) in the Aggregate Commitments case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the Prospective Lender as provided in such Accession Agreement. Upon the effectiveness of any increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by in the execution and delivery to the Administrative Agent Commitment of the applicable commitment increase agreement a Lender already a party hereunder, Schedule 2.01 shall be a “deemed to have been amended to reflect the increased Commitment of such Lender” for all purposes . Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Agreement Section unless, on the applicable Increase Effective Date. The Borrowers date of such increase, (i) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall borrow and prepay Loans on each Increase Effective Date be satisfied (and pay any additional amounts required pursuant with all references in such paragraphs to Section 2.16a Borrowing being deemed to be references to such increase), (ii) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage Borrower is in Pro Forma Compliance, after giving effect to any nonratable such increase and other customary and appropriate pro forma adjustment events, including any acquisitions or dispositions or repayment of indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the effectiveness of any such increase, and (iii) the Administrative Agent shall have received a certificate dated such date and executed by a Financial Officer of the Borrower that the conditions in the Aggregate Commitments under this Section.
foregoing clauses (i) and (ii) As have been satisfied as of such date. Following any increase of a condition precedent to each increase Lender’s Commitment or any extension of a new Commitment pursuant to subsection (c)(i) abovethis paragraph, WPZ shall deliver any Loans outstanding prior to the Administrative Agenteffectiveness of such increase or extension shall continue outstanding until the ends of the respective Interest Periods applicable thereto, and shall then be repaid or refinanced with new Loans made pursuant to Sections 2.01 and 2.02; provided that upon the occurrence of any Default, each Prospective Lender shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent requested necessary so that all Loans outstanding are owned by the Administrative Agent, the following Lenders ratably in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied accordance with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenderstheir respective Commitments.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Sources: Five Year Revolving Credit Agreement (Land O Lakes Inc)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the Agent at least fifteen (15) days, prior approval to the initial Termination Date; provided, however, that after giving effect to any such increases the aggregate amount of the Administrative Commitments shall not exceed $700,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent and shall promptly notify each Lender of any such request. No Lender shall be obligated in any way whatsoever to increase its Commitment. In the Issuing Banks event any Lender notifies Agent that it will not increase its Commitment, Agent will give Borrower notice thereof within five (5) Business Days after receipt of such approval not to be unreasonably withheld), notification from such Lender. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Loans, by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section (x) unless no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result is in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase increase, (y) unless the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery Borrower can demonstrate to the Administrative Agent reasonable satisfaction of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and Agent that, before and after giving effect to such increase, the Borrower will be in compliance with Section 9.1. and (1z) if any representation or warranty made or deemed made by the representations and warranties (other than Added L/C Representations) contained in this Agreement and the Borrower, any other Loan Documents are Party or the Parent, in any Loan Document to which such Person is a party is not (or would not be) materially true and or correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request, and (2b) no Default the Agent shall make appropriate arrangements so that the Borrower executes and delivers (which the Borrower agrees to do) a new or Event replacement Note, as appropriate, in favor of Default exists each new Lender, and is continuing;
(B) any existing Lender increasing its Commitment, in the amount of such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer Lender’s Commitment at the time of the General Partner as effectiveness of the Administrative Agent may reasonably require evidencing applicable increase in the identity, authority and capacity aggregate amount of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCommitments.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Sources: Unsecured Credit Agreement (CBL & Associates Properties Inc)
Increase in Commitments. (ia) WPZ shall have the optionThe Borrower may, without the consent of the Lenders, any time or from time to time after the Closing Date by written notice to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and (an “Incremental Facility Request”) request the Issuing Banks establishment of incremental or additional term loan facilities (such approval not to be unreasonably withheld)each, to this Agreement one or more financial institutions as Lenders (collectivelyan “Incremental Term Facility”, the commitments thereunder, the “New LendersIncremental Term Commitments” and the loans thereunder, the “Incremental Term Loans”). Any such Incremental Term Facility may be implemented by increasing the amount of loans and commitments under the existing Term Loan Facility or by adding a new term loan facility to this Agreement. Subject to the terms and conditions set forth in this Section 2.19, the Incremental Term Facilities shall be funded on the relevant Increased Amount Date; provided, that no Incremental Term Facility shall be incurred on such date to the extent that the aggregate principal amount of such Incremental Term Facility when combined with the aggregate principal amount of all Incremental Term Facilities then outstanding exceeds (i) $150.0 million minus (ii) the aggregate commitments under any Revolving Credit Facility incurred pursuant Section 6.01(b) then in effect, plus (iii) the aggregate amount of any prepayments made on or prior to the Increased Amount Date pursuant to Section 2.09(a) (and any voluntary prepayments made in respect of an incremental term facility that is secured on a pari passu basis with the Loans and any permanent reductions in revolving commitments under any Revolving Credit Facility).
(b) Each such Incremental Facility Request shall specify the date (an “Increased Amount Date”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: on which the Borrower proposes that the Incremental Term Commitments and the date the Incremental Term Loans shall be made available, which shall be a date not less than five (A5) prior to and Business Days after giving effect the date on which such notice is delivered to the increaseAdministrative Agent (or such lesser number of days as may be agreed to by the Administrative Agent in its sole discretion). The Borrower shall notify the Administrative Agent in writing of the identity of each Lender or other Person (each, an “Incremental Lender”) to whom the Incremental Term Commitments have been allocated, which allocation shall be made at the Borrower’s sole discretion. Any Lender approached to provide all or a portion of the Incremental Term Commitments may elect or decline, in its sole discretion, to provide an Incremental Term Commitment (it being understood that the Borrower has no obligation to approach any Lender, and no Lender is committing to provide any Incremental Term Commitment until such time as such Lender agrees in writing to provide all or a portion of the Incremental Term Commitment).
(c) As of any Increased Amount Date:
(i) no Default or Event of Default shall exist and be continuing or would immediately result from the incurrence of such Incremental Term Facility; provided, that solely with respect to any Incremental Term Facility incurred in connection with a Limited Condition Acquisition, no Default or Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred hereunder exist and be continuing, (B) no continuing at the time such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.Limited Condition Acquisition is consummated;
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ the incurrence of any such Incremental Term Facility shall deliver to be in compliance with all obligations under the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:Margin Regulations;
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1iii) the representations and warranties (other than Added L/C Representations) of the Borrower contained in this Agreement and the Article III or any other Loan Documents are Document shall be true and correct in all material respects on (provided, that, solely with respect to any Incremental Term Facility incurred in connection with a Limited Condition Acquisition, only the Specified Representations (conformed as necessary for such transaction) shall be required to be true and as of the Increase Effective Date after giving effect to such increasecorrect in all material respects) (provided, except that, to the extent that such representations and warranties specifically refer to an earlier date, in which case they were shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates); provided, that, in connection with a Limited Condition Acquisition, Incremental Lenders providing any Incremental Term Loans and the Required Lenders may waive the conditions in this clause (iii);
(iv) for any Incremental Term Facility that increases an existing tranche of the Loans, all terms thereof shall be on the same terms of such existing tranche of Loans, including with respect to maturity date and interest rates but excluding, unless any such difference in original issue discount or upfront fees would cause such Incremental Term Facility to not be fungible with the Loans, original issue discount or upfront fees, and pursuant to the same documentation (2other than any amendment evidencing such Incremental Term Facility;
(v) no Default or Event to the extent that such Incremental Term Loans are not made as part of Default exists the Term Loan Facility, the terms and is continuingprovisions of such Incremental Term Loans shall be consistent with the Term Loan Facility, provided, that:
(A) the interest rates applicable to such Incremental Term Loans shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Term Commitments;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as final maturity date under any Incremental Term Facility shall not be earlier than the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; andFinal Maturity Date;
(C) the amortization requirements for any Incremental Term Facility shall be determined by the Borrower and the Incremental Lenders thereunder so long as the Weighted Average Life to Maturity applicable to any Incremental Term Facility shall be equal to or greater than the Weighted Average Life to Maturity of the Loans outstanding under the Term Loan Facility (without giving effect to any prepayments (other than amortization));
(D) the Incremental Term Facility shall rank pari passu or junior in right of payment and/or of security with the Term Loan Facility or may be unsecured (and, to the extent such Incremental Term Facility is secured on a favorable customary opinion pari passu basis such Incremental Term Facility shall be subject to the Intercreditor Agreement and to the extent such Incremental Term Facility is subordinated in right of counsel payment or security, such Incremental Term Facility shall be subject to WPZ, relating to such increase agreement, addressed an intercreditor agreement the terms of which shall be reasonably satisfactory to the Administrative Agent and each Lender if requested the Borrower);
(E) the Incremental Term Facility shall not be (x) incurred or guaranteed by any Person who is not, or will not then be a guarantor or (y) secured by any assets not constituting or which will not then constitute Collateral under the Loan Documents; provided, that to the extent such terms and provisions described in Section 2.19(c)(v)(A)-(E) of the Incremental Term Facility are not consistent with the Term Loan Facility, the terms and provisions shall be reasonably satisfactory to the Administrative Agent unless such terms are (x) added for the benefit of all Lenders pursuant to an Incremental Amendment (as defined below) or (y) are only applicable to periods after the maturity date of the Term Loan Facility;
(vi) if the All-In Yield applicable to any Incremental Term Loans under any Incremental Term Facility shall be greater than 0.50% per annum higher than the corresponding All-In Yield on the Term Loan Facility as of the date of incurrence, then the All-In Yield applicable to the Term Loan Facility shall be increased to cause the then applicable All-In Yield for the Term Loan Facility to equal the All-In Yield then applicable to the Incremental Term Loans minus 0.50% per annum (this provision, the “MFN Protection”); and
(vii) the terms of such Incremental Term Commitments shall be effected pursuant to an amendment to this Agreement (an “Incremental Amendment”) executed and delivered by the Borrower, the Administrative Agent and one or more Incremental Lenders; provided, that (x) such Incremental Term Loans may participate in any mandatory prepayment under Section 2.10 hereof on a pro rata basis (or on a basis less than pro rata), but not on a basis that is greater than pro rata, (y) with respect to terms not addressed by this Section 2.19(c), if such terms (other than pricing terms) of the Incremental Term Commitments are not, taken as a whole, substantially consistent with the terms of the Term Loan Facility, such terms shall not be more restrictive, when taken as a whole, than the terms of the Term Loan Facility (except for terms applying after the Term Loan Maturity Date or the Extended Maturity Date, as applicable) and (z) no voluntary prepayments may be made with respect to such Incremental Term Loans prior to the Final Maturity Date unless the Loans are repaid concurrently on at least a pro rata basis.
(iiid) Any Borrower shall have On any Increased Amount Date on which any Incremental Term Commitment becomes effective or Incremental Term Loans are funded, subject to the optionforegoing terms and conditions, by agreement with any each Incremental Lender to (A) after consultation the extent not already a Lender, shall become a Lender hereunder with respect to such Incremental Term Commitment or Incremental Term Loan; provided, that any Person that becomes an Incremental Lender that is not already a Lender hereunder shall be reasonably satisfactory to the Administrative AgentAgent and the Borrower to the extent consent would be required under Section 9.04(b) for an assignment of Loans to such Incremental Lender.
(e) For purposes of this Agreement, cause such Lender to become or cease any Incremental Term Loans shall be deemed to be an Issuing Bank under Loans. Each Incremental Amendment may, without the consent of any Lender, effect such amendments to this Agreement and (B) increase the other Loan Documents as may be necessary or decrease appropriate, in the Letter reasonable opinion of Credit Commitment the Administrative Agent and the Borrower, to effect the provisions of any Lender as an Issuing Bankthis Section 2.19.
Appears in 1 contract
Increase in Commitments. (i) WPZ The Borrower shall have the option, without right to increase the consent aggregate amount of the LendersCommitments up to three (3) times by providing written notice to the Administrative Agent, from time which notice shall be irrevocable once given; provided, however, that after giving effect to time any such increases the aggregate amount of the Commitments shall not exceed $475,000,000. Each such increase in Commitments of the same Class, each as applicable, must be in an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 in excess thereof (or the maximum amount of the incremental Commitments available pursuant to cause one or more increases this Section 2.17). The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Aggregate Commitments by addingCommitments, subject including decisions as to the prior approval selection of the Administrative Agent existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the Issuing Banks (allocations of the increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be unreasonably withheld)paid for such increased Commitments. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one or more financial institutions as Lenders (collectivelyin connection with any such requested increase must be an Eligible Assignee. In connection with any increase in the Commitments of a given Class, the “New applicable Availability Period for such Class shall not apply to such increased Commitments. If a new Lender of a given Class becomes a party to this Agreement, or if any existing Lender is increasing its Commitment of a given Class or obtains a new Class of Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment of such Class or obtains a new Class of Commitment) (and as a condition thereto) purchase from the other Lenders of such Class its applicable Commitment Percentage of such Class (determined with respect to the Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments of such Class, as applicable, and after giving effect to the increaseincrease of Commitments of such Class, as applicable) of any outstanding Loans of such Class, as applicable, by making available to the Administrative Agent for the account of such other Lenders of such Class, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans of such Class to be purchased by such Lender, plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans of such Class. Notwithstanding the foregoing and any other provision of this Agreement to the contrary, the parties hereto agree that, in connection with any increase in Commitments under this Section, the Administrative Agent, the Borrower, and each relevant new or increasing Lender shall endeavor to make arrangements satisfactory to such parties to cause each such new or increasing Lender to temporarily hold risk participations in the outstanding Loans, of the applicable Class, of the other Lenders of such Class (rather than fund its Commitment Percentage of such Class of all outstanding Loans of such Class concurrently with the effectiveness of such increase of Commitments of such Class) with a view toward minimizing breakage costs and transfers of funds in connection with such increase of Commitments. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4 as a result of the prepayment of any such Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (w) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and exist on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1x) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, (y) payment of any and all fees required in connection with such increased Commitments and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing;
(B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor that is a party to the Guaranty authorizing the guaranty of such increase; and (ii) if requested by the Administrative Agent, incumbency certificates and/or other certificates an opinion of counsel to the Borrower and any Guarantor party to the Guaranty, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Notes executed by the Borrower, payable to any new Lenders and existing Lenders obtaining a Responsible Officer new Class of Commitment and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s applicable Class of Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of such Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.17 any Lender becoming a party hereto shall execute (1) such documents and agreements as the Administrative Agent may reasonably require evidencing request and (2) in the identity, authority and capacity case of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become or cease to be an Issuing Bank under this Agreement comply with “know your customer” and (B) increase or decrease anti-money laundering rules and regulations, including, without limitation, the Letter of Credit Commitment of any Lender as an Issuing BankPatriot Act.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Hudson Pacific Properties, L.P.)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, right at any time and from time to time during the period beginning on the Effective Date to cause one or more but excluding the Termination Date to request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases of the Commitments, the aggregate amount of the Commitments shall not exceed $1,500,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to any such increase in the Commitments and the Issuing Banks (allocations of any increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to be unreasonably withheld)increase its Commitment or to provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase of the Commitments must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4 as a result of the prepayment of any such Loans. Effecting any increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increaseCommitments, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as the effective date of any such increase in the Increase Effective Date after giving effect to such increase, Commitments except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate and is continuing;
other necessary action taken by the Borrower to authorize such increase of the Commitments or and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer increase of the General Partner Commitments; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments (excluding any Lender that has requested that it not receive Notes). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably require evidencing request and (2) in the identity, authority and capacity case of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become or cease to be an Issuing Bank under this Agreement comply with “know your customer” and (B) increase or decrease anti-money laundering rules and regulations, including without limitation, the Letter of Credit Commitment of any Lender as an Issuing BankPatriot Act.
Appears in 1 contract
Increase in Commitments. (a) So long as no Default or Event of Default then exists, the Borrower shall have the right at any time, and from time to time, to request an increase of the aggregate total Commitments to an amount not to exceed $800,000,000. Any such requested increase shall be first made to all existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Borrower, the Agent may arrange for other Persons to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the aggregate total Commitments requested by the Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase”, and each such Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”); provided, however, that (i) WPZ no Lender shall have be obligated to provide a Commitment Increase as a result of any such request by the optionBorrower, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, and (ii) any Additional Commitment Lender which is not an existing Lender shall be an Eligible Assignee and shall be subject to the prior approval of the Administrative Agent Agent, each Issuing Bank and the Issuing Banks Borrower (each such approval consent not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders . Each Commitment Increase shall be in a minimum aggregate amount of at least $5,000,000 and in integral multiples of $5,000,000 in excess thereof.
(collectivelyb) No Commitment Increase shall become effective unless and until each of the following conditions have been satisfied:
(i) the Borrower, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to Agent, and after giving effect any Additional Commitment Lender shall have executed and delivered a joinder to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no Loan Documents in such increase shall cause form as the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance Agent may reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.require;
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ the Borrower shall deliver have paid such fees and other compensation to the Administrative Agent, Additional Commitment Lenders as the Borrower and each such Additional Commitment Lenders may agree;
(iii) the Borrower shall have paid such arrangement fees to the extent requested by Agent as the Administrative AgentBorrower and the Agent may agree;
(iv) the Borrower shall have delivered to the Agent and the Lenders an opinion or opinions, the following in form and substance reasonably satisfactory to the Administrative Agent:, from counsel to the Borrower reasonably satisfactory to the Agent (it being agreed that the counsel that delivers the legal opinions on the Closing Date shall be satisfactory to the Agent) and dated such date;
(v) to the extent requested by any Additional Commitment Lender, a promissory note will be issued at the Borrower’s expense, to each such Additional Commitment Lender, to be in conformity with requirements of Section 2.10 (with appropriate modification) to the extent necessary to reflect the new Commitment of such Additional Commitment Lender; and
(vi) the Borrower and the Additional Commitment Lenders shall have delivered such other instruments, documents and agreements as the Agent may reasonably request.
(c) The Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the aggregate total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases (ii) the Commitment Schedule shall be deemed modified, without further action, to reflect the revised Commitments of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased aggregate total Commitments.
(d) In connection with Commitment Increases hereunder, the Lenders and the Borrower agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrower shall, in coordination with the Agent, (A) a certificate dated repay outstanding Loans of certain Lenders, and obtain Loans from certain other Lenders (including the Additional Commitment Lenders), or (B) take such other actions as reasonably may be required by the Agent, in each case to the extent necessary so that all of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that Lenders effectively participate in each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and outstanding Loans pro rata on the basis of their Applicable Percentages (determined after giving effect to such increase, (1) any increase in the representations and warranties (other than Added L/C Representations) contained in aggregate total Commitments pursuant to this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier dateSection 2.23), and (2ii) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer the Borrower shall pay to the Lenders any costs of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized type referred to act as a Responsible Officer in Section 2.16 in connection with such increase agreementany repayment and/or Loans required pursuant to preceding clause (i). Without limiting the obligations of the Borrower provided for in this Section 2.23, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Lenders agree that they will use their commercially reasonable efforts to attempt to minimize the costs of the type referred to in Section 2.16 which the Borrower shall have the option, by agreement with any Lender to (A) after consultation would otherwise occur in connection with the Administrative Agent, cause such Lender to become or cease to be implementation of an Issuing Bank under this Agreement and (B) increase or decrease in the Letter of Credit Commitment of any Lender as an Issuing Bankaggregate total Commitments.
Appears in 1 contract
Increase in Commitments. (ia) WPZ shall have the option, without the consent of the Lenders, At any time and from time to time prior to cause the Revolving Maturity Date, with prior written notice to the Administrative Agent, the Borrower may effectuate one or more increases in the Aggregate aggregate Revolving Commitments (each such increase being a “Commitment Increase”), by addingincreasing the Revolving Commitment of one or more Revolving Lenders (each, subject an “Increasing Lender”) or by causing one or more Eligible Assignees that are not already Revolving Lenders at such time to become parties to this Agreement as Revolving Lenders (each, an “Additional Lender”); provided, however, that (i) each such Commitment Increase shall be equal to at least $5,000,000, (ii) all Revolving Commitments and Revolving Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the prior approval existing Revolving Commitments and Revolving Advances (other than any upfront fees and arrangement fees, if any, applicable thereto), (iii) no Lender’s Revolving Commitment may be increased without the consent of such Lender and (iv) the aggregate amount of all such Commitment Increases shall not exceed $300,000,000. The Borrower shall provide notice of such proposed Commitment Increase pursuant to this Section 2.15 to the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase . This Section 2.15 shall not result in the increase of be construed to create any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to obligation on the Administrative Agent and executed by WPZ, or any of the Administrative Agent, Lenders to advance or to commit to advance any credit to the New Lenders, if any, and Lenders increasing their Commitments, if any, and which Borrower or to arrange for any other Person to advance or to commit to advance any credit to the Borrower.
(b) Each Commitment Increase shall indicate become effective on the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant ) on or prior to this Section which the following conditions shall have been satisfied: (i) the receipt by the execution and delivery to the Administrative Agent of the applicable commitment increase (A) an agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the Revolving Commitments of each such Increasing Lender and Additional Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender and each Revolving Lender and (AB) such evidence of appropriate authorization on the part of the Borrower with respect to such Commitment Increase and such legal opinions as the Administrative Agent may reasonably request with respect to such Commitment Increase, (ii) the funding by each Increasing Lender and Additional Lender of the Revolving Advances to be made by each such Lender to effect the prepayment required by Section 2.5(c)(ii), and (iii) receipt by the Administrative Agent of a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of Borrower demonstrating pro forma compliance with the conditions to such increase covenant set forth in this Section 2.01(c6.13 (after taking into account any Revolving Advances to be funded on such Increase Date) shall have occurred and been complied with and stating that, both immediately before and immediately after giving effect to such increaseCommitment Increase, (1) the no Default has occurred and is continuing, and that all representations and warranties (other than Added L/C Representations) contained made by the Borrower in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties specifically refer that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date, in date which case they were remains true and correct in all material respects as of such earlier date, date (except that such materiality qualifier shall not be applicable to any representations and (2) no Default warranties that already are qualified or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of modified by materiality in the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenderstext thereof).
(iiic) Any Borrower Notwithstanding any provision contained herein to the contrary, from and after the date of each Commitment Increase, all calculations and payments of interest on the Revolving Advances shall have take into account the option, actual Revolving Commitments of each Lender and the principal amount outstanding of each Revolving Advance made by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease during the Letter relevant period of Credit Commitment of any Lender as an Issuing Banktime.
Appears in 1 contract
Increase in Commitments. (ia) WPZ At any time after the Effective Date, the Parent Borrower may, by written notice to the Administrative Agent (which shall have the option, without the consent promptly deliver a copy to each of the Lenders), request at any time or from time to time that the total Commitments be increased; provided that (i) the aggregate amount of each such increase pursuant to cause this Section 2.22 shall not be less than $50,000,000 and the aggregate amount of all such increases pursuant to this Section 2.22 shall not exceed $250,000,000, (ii) each such request of the Parent Borrower shall be deemed to be an offer to each Lender to increase its Commitment by its Applicable Percentage of the proposed increased amount and (iii) each Lender, in its sole discretion, may either (A) agree to increase its Commitment by all or a portion of the offered amount or (B) decline to increase its Commitment. Any such notice shall set forth the amount of the requested increase in the total Commitments and the date on which such increase is requested to become effective. In the event that the Lenders shall have agreed to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Parent Borrower, the Parent Borrower may arrange for one or more increases banks or other financial institutions (any bank or other financial institution increasing its Commitment or providing a new Commitment pursuant to this Section 2.22 being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase its existing Commitment in an aggregate amount equal to the Aggregate Commitments by addingunsubscribed amount; provided that each Augmenting Lender, if not already a Lender (or an Affiliate of a Lender) hereunder, shall be subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld); provided further that any Commitment extended or increased pursuant to this Section 2.22 shall be in a minimum amount of $10,000,000 (or, if less, the balance of the unsubscribed amount of the requested increase in total Commitments). In addition, the Parent Borrower may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), increase the Commitments on a single occasion on or prior to February 29, 2012, in an aggregate amount not to exceed the difference between $1,500,000,000 and the aggregate amount of the Commitments on the Effective Date by obtaining from Lenders (including any Augmenting Lenders) new Commitments or increases of existing Commitments. Increases of Commitments and new Commitments created pursuant to this paragraph (a) shall become effective upon the execution and delivery by the Parent Borrower, the Administrative Agent and any Lenders (including any Augmenting Lenders) agreeing to increase their existing Commitments or extend new Commitments, as the case may be, of an amendment to this Agreement one providing for such increased or more financial institutions as Lenders additional Commitments. Notwithstanding the foregoing, no increase in the total Commitments (collectivelyor in the Commitment of any Lender) shall become effective under this paragraph (a) unless, on the date of such increase, the “New Lenders”conditions set forth in Section 4.02(a) or by allowing one or more Lenders and 4.02 (b) shall be satisfied (as though a Borrowing were being made on such date, with all references in such Section to a Borrowing being deemed to be references to such increase their respective Commitments; provided however that: (A) prior to and after without giving effect to the increase, no Default or Event of Default shall have occurred hereunder parenthetical in Section 4.02(a)) and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent shall have received a certificate to that effect dated such date and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Financial Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersParent Borrower.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Sources: Credit Agreement (J C Penney Co Inc)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments (including the existing Commitments) shall not exceed $75,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $5,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the Issuing Banks (allocations of the increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to be unreasonably withheld)increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such LIBOR Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing;
(B) such certificates of resolutions all corporate, partnership, member or other action, incumbency certificates and/or other certificates of a Responsible Officer of necessary action taken by each Guarantor authorizing the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity guaranty of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreementincrease, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(Cii) a favorable customary an opinion of counsel to WPZ, relating to such increase agreementthe Borrower and the Guarantors, addressed to the Administrative Agent and each Lender if the Lenders covering such matters as reasonably requested by the Administrative Agent or such Lenders.
Agent, and (iii) Any Borrower shall have new Revolving Notes executed by the optionBorrower, payable to any new Lenders and replacement Revolving Notes executed by agreement the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.12. any Lender to (A) after consultation with becoming a party hereto shall execute such documents and agreements as the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing BankAgent may reasonably request.
Appears in 1 contract
Increase in Commitments. (i) WPZ shall have At any time prior to the optionMaturity Date, without the consent of Borrowers may effectuate up to two separate increases in the Lendersaggregate Commitments (each such increase being a "Commitment Increase”), from time to time to cause by designating either one or more increases of the existing Lenders (each of which, in the Aggregate Commitments by addingits sole discretion, subject may determine whether and to what degree to participate in such Commitment Increase) or one or more other banks or other financial institutions (reasonably acceptable to the prior approval of the Applicable Administrative Agent and the Applicable Issuing Banks Lender) that at the time agree, in the case of any such bank or financial institution that is an existing Lender to increase its US Commitment or Canadian Commitment as such Lender shall so select (an “Increasing Lender”) and, in the case of any other such approval not to be unreasonably withheldbank or financial institution (an “Additional Lender”), to become a party to this Agreement one or more financial institutions as Lenders (collectivelyAgreement; provided, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: however, that (A) prior to and after giving effect to the increase, no Default or Event of Default aggregate Canadian Commitments shall have occurred hereunder and be continuingnot at any time exceed $75,000,000, (B) no such increase other than as set forth in clause (C) below, each Commitment Increase shall cause the Aggregate Commitments to exceed be of at least $2,400,000,00050,000,000, (C) no Lender’s each Commitment Increase which only increases the aggregate Canadian Commitments shall be increased without such Lender’s consentof at least $10,000,000, (D) such increase the aggregate amount of all Commitment Increases shall not result in the increase of any Borrower Sublimit exceed $100,000,000, and (E) such increase all Commitments and Advances provided pursuant to a Commitment Increase shall be evidenced available on the same terms as those applicable to the existing Commitments and Advances. The sum of the increases in the Commitments of the Increasing Lenders plus the Commitments of the Additional Lenders upon giving effect to a Commitment Increase shall not, in the aggregate, exceed the amount of such Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this clause (f) to the Administrative Agents and the applicable Class of Lenders. This Section 2.1(f) shall not be construed to create any obligation on any of the Administrative Agents or any of the Lenders to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower.
(ii) A Commitment Increase shall become effective upon (A) the receipt by a commitment increase each Administrative Agent of (1) an agreement in form and substance reasonably acceptable satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and executed by WPZeach Additional Lender, setting forth the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, of each such Lender and which shall indicate setting forth the amount and allocation agreement of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes each Additional Lender to become a New Lender pursuant party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (2) such evidence of appropriate authorization on the part of the Borrowers with respect to such Commitment Increase as the Applicable Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iv), and (C) receipt by the execution and delivery to the US Administrative Agent of a certificate of an authorized officer of the applicable commitment increase agreement shall be a “Lender” for US Borrower stating that, both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, and that all purposes under representations and warranties made by the Borrowers in this Agreement are true and correct in all material respects, unless such representation or warranty relates to an earlier date which remains true and correct as of such earlier date.
(iii) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase, all calculations and payments of interest on the applicable Advances shall take into account the actual US Commitment and Canadian Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.”
(f) Section 2.7(c) of the Credit Agreement is hereby amended by adding the following new clause (iv) to the end thereof:
(iv) If a Commitment Increase Effective Date. The Borrowers is effected as permitted under Section 2.1(f), the US Borrower shall borrow prepay any US Advances outstanding on such Increase Date and the Canadian Borrower shall prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) Canadian Advances to the extent necessary to keep the outstanding Loans of each Lender Canadian Advances and the outstanding US Advances ratable with such Lender’s to reflect the revised Applicable Percentage after giving effect to any nonratable increase Percentages arising from such Commitment Increase. Any prepayment made by US Borrower in accordance with this clause (iv) may be made with the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to proceeds of Advances made by all the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer Lenders in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation Commitment Increase occurring simultaneously with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bankprepayment.”
Appears in 1 contract
Sources: Credit Agreement (Complete Production Services, Inc.)
Increase in Commitments. The Borrower shall have the right upon one or more occasions by written notice to the Administrative Agent (a "Commitment Increase Notice") to request an increase in the aggregate Commitment (the amount of increase requested on any occasion being referred to herein as the "Increase Amount"), to a maximum aggregate Commitment of $150,000,000; provided that at the time of the Commitment Increase Notice and at the time such request would become effective (i) WPZ no Default has occurred and is continuing or would exist after giving effect to such increase in the Commitment, and (ii) the Borrower will be in pro forma compliance with all of the covenants of Section 6.9 after giving effect to such increase in the Commitment. The Commitment Increase Notice shall be delivered by the Agent to the Lenders and shall specify a time period selected by the Borrower within which each Lender is requested to respond to such Commitment Increase Notice (which shall in no event be less than ten Business Days from the date of delivery of such Commitment Increase Notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any such Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the option, without Borrower and each Lender of such other Lender's responses to each request made hereunder. After the consent expiration of the time period set forth in the Commitment Increase Notice or receipt by the Administrative Agent of responses to the Commitment Increase Notice from each of the Lenders, from time then the Borrower may, to time to cause achieve the full amount of the requested increase in the Commitments, invite one or more increases in other Persons (other than individuals) (an "Additional Lender") that have agreed to provide the Aggregate Commitments by adding, subject Increase Amount and that are acceptable to the prior approval each of the Administrative Agent Agent, Swingline Lender and the Issuing Banks Bank (such approval consent not to be unreasonably withheld), ) (it being agreed that any Lender as of the date of the Commitment Increase Notice would be acceptable) may be admitted as a Lender party to this Agreement one or more financial institutions as Lenders (collectively, in accordance with the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event provisions of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase Section 9.4(e). None of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, Lead Arranger or any other Lender shall have any obligation or other commitment to provide all or any portion of the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of Increase Amount. Any such increase in the Aggregate Commitments Commitment shall become effective upon written notice by the Administrative Agent (which shall be promptly delivered by the Administrative Agent) to the Borrower and the Lenders specifying the effective date of such increase in Commitment, together with a revised Schedule 2.1 stating the new Commitment, and, in respect thereof, the Commitment Amount of each Additional Lender, the respective continuing Commitment amount of the other Lenders and the new Revolving Credit Exposure of the Lenders. Upon the effective date of the increased Commitment, each Additional Lender shall make all (if any) such payments to the “Increase Effective Date”)Administrative Agent for distribution to the other Lenders as may be necessary to result in the respective Revolving Loans held by such Additional Lender and the other Lenders being equal to such applicable Lender's Revolving Credit Exposure (as set forth in the revised Schedule 2.1) of the aggregate principal amount of all Revolving Loans outstanding as of such date. Each financial institution The Borrower hereby agrees that becomes any Additional Lender so paying any such amount to the other Lenders pursuant to the preceding sentence shall be entitled to all the rights of a New Lender having Commitments hereunder in respect of such amounts, that such payments to such other Lenders shall thereafter constitute Revolving Loans made by such Additional Lender hereunder and that such Additional Lender may exercise all of its right of payment with respect to such amounts as fully as if such Additional Lender had initially advanced to the Borrower directly the amount of such payments. If any such adjustment payments pursuant to the preceding sentences of this Section 2.19 are made by an Additional Lender to other Lenders at a time other than the end of an Interest Period in the case of all or any portion of Revolving Loans constituting Eurodollar Loans, the Borrower shall pay to each of the Lenders receiving any such payment, at the time that such payment is made pursuant to this Section 2.19, the amount that would be required to be paid by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required Borrower pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with 2.15 had such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested payments been made directly by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersBorrower.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Increase in Commitments. The Borrowers shall have the right (a) prior to the Revolving Termination Date, to request increases in the aggregate amount of the Revolving Commitments and (b) prior to the Term Loan Maturity Date, to request the making of additional Term Loans (“Additional Term Loans”), in each case, by the Borrower Representative providing written notice (which may be by telecopy or electronic mail) to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that (i) WPZ shall have after giving effect to any increase in the option, without Revolving Commitments the consent aggregate amount of the Lenders, from time Revolving Commitments shall not exceed $1,500,000,000 less the amount of any voluntary reductions of the Revolving Commitments made pursuant to time to cause one or more increases in Section 2.13. and (ii) the Aggregate Commitments by adding, aggregate principal amount of all Additional Term Loans made shall not exceed $500,000,000. Additional Term Loans shall be subject to the prior approval same terms and conditions of this Agreement that are applicable to all other Term Loans. Each such increase in the Revolving Commitments must be in an aggregate minimum amount of $100,000,000 and integral multiples of $50,000,000 in excess thereof. Each such request to make Additional Term Loans must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof (or such other amounts as may be acceptable to the Administrative Agent and the Issuing Banks (Borrowers). The Administrative Agent, in consultation with the Borrower Representative, shall manage all aspects of the syndication of such approval not increase in the Revolving Commitments or making of Additional Term Loans, as applicable, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be unreasonably withheld)approached with respect to such increase in the Revolving Commitments or the making of Additional Term Loans, as applicable, and the allocations of the increase in the Revolving Commitments or making of Additional Term Loans, as applicable, among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or make an Additional Term Loan, and any new Lender becoming a party to this Agreement one in connection with any such requested increase in the Revolving Commitments or more financial institutions the making of Additional Term Loans, as applicable, must be an Eligible Assignee. If a new Revolving Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment or making an initial Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders (collectivelyits Revolving Commitment Percentage or, in the case of a Revolving Lender increasing its Revolving Commitment, the “New amount of the increase in its Revolving Commitment Percentage (determined with respect to the Revolving Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Revolving Commitments and after giving effect to the increaseincrease of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Revolving Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrowers jointly and severally agree to pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4. as if such purchase were a prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments or the making of Additional Term Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Revolving Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to or the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as making of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increaseAdditional Term Loans, (1y) the representations and warranties (other than Added L/C Representations) contained made or deemed made by any Borrower in this Agreement and the other any Loan Documents are Document to which such Borrower is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase with the same force and effect as if made on and as of the Increase Effective Date after giving effect to such increase, date except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists and is continuing;
(B) such certificates of resolutions all corporate, partnership or other actionnecessary action taken by the Borrowers to authorize such increase in the Revolving Commitments or the borrowing of Additional Term Loans, incumbency certificates and/or other certificates as applicable; (ii) an opinion of a Responsible Officer counsel to the Borrowers and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; (iii) in the case of an increase in the Revolving Commitments, new Revolving Notes executed by the Borrowers, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrowers, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments (in each case unless any such Revolving Lender requests not to receive such a Note); and (iv) in the case of the making of Additional Term Loans, new Term Notes executed by the Borrowers, payable to any new Term Loan Lenders and replacement Term Notes executed by the Borrowers, payable to any existing Term Loan Lenders increasing their Term Loans, in the amount of such Term Loan Lender’s Term Loan (in each case unless any such Term Loan Lender requests not to receive such a Note). In connection with any increase in the aggregate amount of the Revolving Commitments or the making of any Additional Term Loans pursuant to this Section, any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest.
(iiie) Any Borrower shall have the option, The Credit Agreement is further amended by agreement with any Lender to (Arestating Section 6.1.(x) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender thereof in its entirety as an Issuing Bank.follows:
Appears in 1 contract
Sources: Credit Agreement (Sl Green Operating Partnership, L.P.)
Increase in Commitments. (ia) WPZ Subject to the terms and conditions of this Section 2.04, the Borrower shall have the option, without the consent of the Lenders, right at any time and from time to time to cause increase the aggregate amount of the Lenders’ Commitments hereunder by an amount which is less than or equal to $35,000,000 in the aggregate by (i) requesting that one or more increases Lenders (which request may be agreed to or declined by such Lender in the Aggregate Commitments its sole discretion) increase its respective Commitment or (ii) by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), adding to this Agreement one or more additional financial institutions as Lenders a Lender; provided, however, that each such additional financial institution shall be reasonably acceptable to the Administrative Agent. An increase in the aggregate amount of the Lenders’ Commitments shall be effectuated pursuant to an agreement with an Increasing Lender or Additional Lender, as applicable, in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which (collectivelyx) in the case of an Additional Lender, such Additional Lender shall undertake a Commitment, which Commitment shall be in an amount at least equal to $5,000,000 or any integral multiple of $1,000,000 in excess thereof, and shall agree to be bound as a Lender under the terms and conditions of this Agreement and the other Loan Documents, and (y) in the case of an Increasing Lender, such Increasing Lender shall increase its Commitment, which increase in its Commitment shall be at least equal to $5,000,000 or in integral multiple of $1,000,000 in excess thereof. Upon the effectiveness of any such agreement and its acceptance by the Administrative Agent (the date of any such effectiveness and acceptance, an “Increased Commitment Date”), with respect to an Additional Lender, such Additional Lender shall thereupon become a “Lender” for all purposes of this Agreement with a Commitment in the amount set forth in such agreement and, with respect to an Increasing Lender, such Increasing Lender shall thereupon have a Commitment in the amount set forth in such agreement, and this Agreement (including Schedule 2.01) shall be deemed amended to the extent, but only to the extent, necessary to reflect, as applicable, the “New addition of an Additional Lender or the increase of the Commitment of such Increasing Lender.
(b) Any requested increase in the aggregate amount of the Lenders”’ Commitments pursuant to Section 2.04(a) or by allowing one or more Lenders to shall not be effective unless:
(i) the Borrower shall have given the Administrative Agent notice of such proposed increase their respective Commitments; provided however that: (A) at least 15 Business Days prior to and after giving effect to the increase, proposed Increased Commitment Date;
(ii) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated continuing as of the Increase Effective Date, signed by a Responsible Officer date of the General Partner certifying that each of notice referred to in the conditions to such increase set forth in this Section 2.01(cforegoing clause (i) shall have occurred and been complied with and that, before and after giving effect to such increase, or on the Increased Commitment Date; and
(1iii) the representations and warranties (other than Added L/C Representations) contained of the Borrower in this Agreement Article III hereof and of the other Loan Documents are Guarantors in the Corporate Guaranty shall be true and correct in all material respects on and as of the Increase Effective date of the notice referred to in clause (i) and on and as of the Increased Commitment Date after giving with the same effect to as if made on and as of such increase, notice date or Increased Commitment Date (except to the extent that such representations and warranties specifically expressly refer to an earlier date, in which case they were shall be true and correct in all material respects as of such earlier date). Each notice given by the Borrower pursuant to subsection 2.04(b)(i) shall constitute a representation and warranty by the Borrower hereunder, as of the date of each such notice and as of each Increased Commitment Date, and (2after giving effect to the increase in the total Commitments effective thereon, that the conditions in this subsection 2.04(b) no Default or Event of Default exists and is continuing;are satisfied.
(Bc) Effective on each Increased Commitment Date, after giving effect to the increase in the Commitments effective thereon, (i) the amount of each Lender’s risk participation in all outstanding Letters of Credit shall be deemed to be automatically increased or decreased, as applicable, to reflect any changes in such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer Lender’s Applicable Percentage and (ii) the amount of the General Partner Revolving Loans then outstanding and held by each Lender shall be adjusted to reflect any changes in such Lender’s Applicable Percentage. Each Lender having Revolving Loans then outstanding and whose Applicable Percentage has been decreased as a result of the increase in the total Commitments shall be deemed to have assigned, without recourse, such portion of such Revolving Loans as shall be necessary to effectuate such adjustment to the Additional Lenders and Increasing Lenders. Each Additional Lender and Increasing Lender shall (x) be deemed to have assumed such portion of such Revolving Loans and (y) fund on the Increased Commitment Date such assumed amounts to the Administrative Agent for the account of the assigning Lender in accordance with the provisions hereof.
(d) The Administrative Agent shall promptly notify the Lenders and the Borrower of any increase in the total Commitments under this Section 2.04 and of each Lender’s Applicable Percentage after giving effect to any such increase.
(e) The Borrower agrees to execute such other documents as the Administrative Agent may reasonably require evidencing the identity, authority shall deem necessary and capacity of such Responsible Officer thereof authorized appropriate to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require give effect to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersthis Section 2.04.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Sources: Credit Agreement (National Medical Health Card Systems Inc)
Increase in Commitments. (i) WPZ The Borrower shall have the optionright to request increases in the aggregate amount of the Commitments by providing written notice to the Administrative Agent, without which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $600,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with and with the consent of the LendersBorrower, from time to time to cause one or more increases shall manage all aspects of the syndication of such increase in the Aggregate Commitments by addingCommitments, subject including decisions as to the prior approval selection of the Administrative Agent existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the Issuing Banks (allocations of the increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to be unreasonably withheld)increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to ’ relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in immediately available funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuingin existence on the effective date of such increase, (By) no the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment Loan Party is a party shall be increased without such Lender’s consent, (D) such increase shall not result true and accurate in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and all material respects on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate, partnership or other necessary action taken by the Parent and is continuing;
the Borrower to authorize such increase and (B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Parent, incumbency certificates and/or other certificates the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of a Responsible Officer such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the Agent at least fifteen (15) days, prior approval to the initial Termination Date; provided, however, that after giving effect to any such increases the aggregate amount of the Administrative Commitments shall not exceed $500,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent and shall promptly notify each Lender of any such request. No Lender shall be obligated in any way whatsoever to increase its Commitment. In the Issuing Banks event any Lender notifies Agent that it will not increase its Commitment, Agent will give Borrower notice thereof within five (5) business days after receipt of such approval not to be unreasonably withheld), notification from such Lender. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders' relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Advances, by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Advances to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Advances. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Advances. No increase of the Commitments may be effected under this Section (x) unless no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result is in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase increase, (y) unless the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery Borrower can demonstrate to the Administrative Agent reasonable satisfaction of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and Agent that, before and after giving effect to such increase, the Borrower will be in compliance with Section 9.1. and (1z) if any representation or warranty made or deemed made by the representations and warranties (other than Added L/C Representations) contained in this Agreement and the Borrower, any other Loan Documents are Party or the Parent, in any Loan Document to which such Person is a party is not (or would not be) materially true and or correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request, and (2b) no Default the Agent shall make appropriate arrangements so that the Borrower executes and delivers (which the Borrower agrees to do) a new or Event replacement Note, as appropriate, in favor of Default exists each new Lender, and is continuing;
(B) any existing Lender increasing its Commitment, in the amount of such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer Lender's Commitment at the time of the General Partner as effectiveness of the Administrative Agent may reasonably require evidencing applicable increase in the identity, authority and capacity aggregate amount of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCommitments.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Sources: Unsecured Credit Agreement (CBL & Associates Properties Inc)
Increase in Commitments. At any time during the period immediately following the Funding Date to (ibut excluding) WPZ the Commitment Termination Date, the Borrower shall have the option, without the consent of the Lenders, right from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of notify the Administrative Agent and of the Issuing Banks Borrower's intention to increase the aggregate amount of the Revolving Commitments to an amount up to, but not exceeding, $300,000,000 by providing written notice to the Administrative Agent at least 30 days prior to the proposed effective date of such increase, which notice shall be irrevocable once given. Each increase in the aggregate amount of the Revolving Commitments effectuated hereby shall be in a minimum amount equal to the lesser of (i) $25,000,000 or (ii) $300,000,000 minus the aggregate amount of Revolving Commitments existing immediately prior to the time of the proposed increase. The Administrative Agent shall promptly notify each Lender of any such approval not intended increase. No Lender shall be obligated in any way whatsoever to be unreasonably withheld), increase its Revolving Commitment. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Revolving Commitment) prior (and as a condition thereto) purchase from the other Lenders its Pro Rata Share (determined with respect to the Lenders' relative Revolving Commitments and after giving effect to the increaseincrease of Revolving Commitments) of any outstanding Revolving Loans, no by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 2.20 as a result of the prepayment of any such Revolving Loans. An increase of the aggregate amount of the Revolving Commitments may not be effected under this Section if (x) a Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (provided, however, that if any Default subsequently ceases to exist, the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant increase will be effected 10 days after such Default ceases to this Section exist) or (y) any representation or warranty made or deemed made by the execution and delivery Borrower in any Loan Document to which the Administrative Agent of the applicable commitment increase agreement shall be Borrower is a “Lender” for all purposes under this Agreement party is not (or would not be) true or correct on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans effective date of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date, ) and (2) no Default or Event of Default exists except for changes in factual circumstances specifically and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer expressly permitted hereunder. In connection with an increase in the aggregate amount of the General Partner Revolving Commitments pursuant to this Section 2.26 (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing request and (b) the identityBorrower shall make appropriate arrangements so that each new Lender, authority and capacity any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Responsible Officer thereof authorized to act as a Responsible Officer Lender's Revolving Commitment at the time of the effectiveness of the increase in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction aggregate amount of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersRevolving Commitments.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Increase in Commitments. (i) WPZ The Borrower shall have the option, without right to increase the consent aggregate amount of the LendersCommitments up to three (3) times by providing written notice to the Administrative Agent, from time which notice shall be irrevocable once given; provided, however, that after giving effect to time any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000. Each such increase in Commitments of the same Class, each as applicable, must be in an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 in excess thereof (or the maximum amount of the incremental Commitments available pursuant to cause one or more increases this Section 2.17). The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Aggregate Commitments by addingCommitments, subject including decisions as to the prior approval selection of the Administrative Agent existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the Issuing Banks (allocations of the increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be unreasonably withheld)paid for such increased Commitments. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one or more financial institutions as Lenders (collectivelyin connection with any such requested increase must be an Eligible Assignee. In connection with any increase in the Term Loan Commitments of a given Class, the “New applicable Term Loan Availability Period for such Class shall not apply to such increased Term Loan Commitments. If a new Lender of a given Class becomes a party to this Agreement, or if any existing Lender is increasing its Commitment of a given Class or obtains a new Class of Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment of such Class or obtains a new Class of Commitment) (and as a condition thereto) purchase from the other Lenders of such Class its applicable Commitment Percentage of such Class (determined with respect to the Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments of such Class, as applicable, and after giving effect to the increaseincrease of Commitments of such Class, as applicable) of any outstanding Loans of such Class, as applicable, by making available to the Administrative Agent for the account of such other Lenders of such Class, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans of such Class to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders of such Class under Section 2.4(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans of such Class. Notwithstanding the foregoing and any other provision of this Agreement to the contrary, the parties hereto agree that, in connection with any increase in Commitments under this Section, the Administrative Agent, the Borrower, and each relevant new or increasing Lender shall endeavor to make arrangements satisfactory to such parties to cause each such new or increasing Lender to temporarily hold risk participations in the outstanding Loans, of the applicable Class, of the other Lenders of such Class (rather than fund its Commitment Percentage of such Class of all outstanding Loans of such Class concurrently with the effectiveness of such increase of Commitments of such Class) with a view toward minimizing breakage costs and transfers of funds in connection with such increase of Commitments. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4 as a result of the prepayment of any such Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (w) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and exist on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1x) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, (y) payment of any and all fees required in connection with such increased Commitments and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing;
(B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor that is a party to the Guaranty authorizing the guaranty of such increase; and (ii) if requested by the Administrative Agent, incumbency certificates and/or other certificates an opinion of counsel to the Borrower and any Guarantor party to the Guaranty, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Notes executed by the Borrower, payable to any new Lenders and existing Lenders obtaining a Responsible Officer new Class of Commitment and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such ▇▇▇▇▇▇’s applicable Class of Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of such Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.17 any Lender becoming a party hereto shall execute (1) such documents and agreements as the Administrative Agent may reasonably require evidencing request and (2) in the identity, authority and capacity case of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become or cease to be an Issuing Bank under this Agreement comply with “know your customer” and (B) increase or decrease anti-money laundering rules and regulations, including, without limitation, the Letter of Credit Commitment of any Lender as an Issuing BankPatriot Act.
Appears in 1 contract
Increase in Commitments. (i) WPZ shall have At any time prior to the optionRevolving Maturity Date, without the consent of Borrowers may effectuate up to three separate increases in the Lendersaggregate Commitments (each such increase being a “Commitment Increase”), from time to time to cause by designating either one or more increases of the existing Lenders (each of which, in the Aggregate Commitments by addingits sole discretion, subject may determine whether and to what degree to participate in such Commitment Increase) or one or more other banks or other financial institutions (reasonably acceptable to the prior approval of the Applicable Administrative Agent and the Applicable Issuing Banks Lender) that at the time agree, in the case of any such bank or financial institution that is an existing Lender to increase its US Revolving Commitment, Canadian Commitment or Term B Commitment as such Lender shall so select (an “Increasing Lender”) and, in the case of any other such approval not to be unreasonably withheldbank or financial institution (an “Additional Lender”), to become a party to this Agreement one or more financial institutions as Lenders (collectivelyAgreement; provided, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: however, that (A) prior to and after giving effect to the increase, no Default or Event of Default aggregate Canadian Commitments shall have occurred hereunder and be continuingnot at any time exceed $50,000,000, (B) no such increase other than as set forth in clause (C) below, each Commitment Increase shall cause the Aggregate Commitments to exceed be of at least $2,400,000,00050,000,000, (C) no Lender’s each Commitment Increase which only increases the aggregate Canadian Commitments shall be increased without such Lender’s consentof at least $10,000,000, (D) such increase the aggregate amount of all Commitment Increases shall not result in the increase of any Borrower Sublimit exceed $150,000,000, and (E) such increase all Commitments and Advances provided pursuant to a Commitment Increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable available on the same terms as those applicable to the Administrative Agent existing Commitments and executed by WPZAdvances. The sum of the increases in the Commitments of the Increasing Lenders plus the Commitments of the Additional Lenders upon giving effect to a Commitment Increase shall not, in the Administrative Agentaggregate, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate exceed the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective DateCommitment Increase. The Borrowers shall borrow and prepay Loans on each provide prompt notice of any proposed Commitment Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16this clause (f) to the extent necessary Administrative Agents and the applicable Class of Lenders. This Section 2.1(f) shall not be construed to keep create any obligation on any of the outstanding Loans Administrative Agents or any of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect the Lenders to advance or to commit to advance any credit to any nonratable increase in the Aggregate Commitments under this SectionBorrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower.
(ii) As a condition precedent to A Commitment Increase shall become effective upon (A) the receipt by each increase pursuant to subsection Administrative Agents of (c)(i1) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent:
Agent signed by the Applicable Borrower, each Increasing Lender and each Additional Lender, setting forth the Commitments, if any, of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (A2) a certificate dated as such evidence of appropriate authorization on the part of the Borrowers with respect to such Commitment Increase Effective Dateas the Applicable Administrative Agent may reasonably request, signed (B) the funding by a Responsible Officer each Increasing Lender and Additional Lender of the General Partner certifying that Advances to be made by each of such Lender to effect the conditions to such increase prepayment requirement set forth in this Section 2.01(c2.7(c)(vii), and (C) shall have occurred and been complied with and receipt by the US Administrative Agent of a certificate of an authorized officer of the US Borrower stating that, both before and after giving effect to such increaseCommitment Increase, (1) the no Default has occurred and is continuing, and that all representations and warranties (other than Added L/C Representations) contained made by the Borrowers in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to respects, unless such increase, except to the extent that such representations and warranties specifically refer representation or warranty relates to an earlier date, in date which case they were remains true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase, all calculations and payments of interest on the Advances shall have take into account the optionactual US Revolving Commitment, Term B Commitment, and Canadian Commitment of each Lender and the principal amount outstanding of each Advance made by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease during the Letter relevant period of Credit Commitment of any Lender as an Issuing Banktime.
Appears in 1 contract
Sources: Credit Agreement (Complete Production Services, Inc.)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Administrative Commitments shall not exceed $250,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof. The Agent and the Issuing Banks (shall promptly notify each Lender of any such approval not request. No Lender shall be obligated in any way whatsoever to be unreasonably withheld), increase its Commitment. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Pro Rata Share (determined with respect to the Lenders’ relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Loans, no by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase or (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section y) any representation or warranty made or deemed made by the execution and delivery Borrower or any other Loan Party in any Loan Document to the Administrative Agent of the applicable commitment increase agreement shall be which such Loan Party is a “Lender” for all purposes under this Agreement party is not (or would not be) true or correct on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans effective date of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date, ) and (2) no Default or Event of Default exists except for changes in factual circumstances specifically and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer expressly permitted hereunder. In connection with any increase in the aggregate amount of the General Partner Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing request, (b) the identityBorrower shall make appropriate arrangements so that each new Lender, authority and capacity any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Responsible Officer thereof authorized Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of Commitments and (c) the Borrower shall deliver, or cause to act be delivered, such modifications to any of the Security Documents, and endorsements to any title insurance polices relating to any of the Collateral Properties, in each case, as a Responsible Officer the Agent may request to evidence the increase of the aggregate amount of the Commitments, and in connection therewith, and the Borrower will pay any and all stamp, intangible, registration, recordation and similar taxes, fees or charges which may be payable or determined to be payable in connection with the execution, delivery or recording of any such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed modifications to the Administrative Agent and each Lender if requested by Security Documents, Lenders will cooperate reasonably with Borrower to structure the Administrative Agent or such Lendersreplacement of documents so as to minimize applicable taxes.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Increase in Commitments. 1
(ia) WPZ shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject Subject to the prior approval or concurrent occurrence of a Successful Syndication (as such term is defined in the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheldFee Letter), to this Agreement one or more financial institutions as Lenders (collectivelyat any time after the Closing Date, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, that no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the Borrower may request an increase of any Borrower Sublimit and (E) such increase shall be evidenced the aggregate Commitments by a commitment increase agreement in form and substance reasonably acceptable notice thereof to the Administrative Agent and executed by WPZin writing (such notice, a "Commitment Increase Notice"), in an amount not less than $10,000,000. The Administrative Agent will provide the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation with notice of such increase in the Aggregate Commitments and the effective date of Commitment Increase Notice. Any such increase (the “Commitment Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement Notice shall be in a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:. The Borrower may, in its sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a Lender, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to Section 2.20(b) or Section 1.1(c), as applicable.
(Ab) Any additional bank or financial institution that the Borrower selects to offer participation in the increased Commitments, and that elects to become a certificate dated party to this Agreement with the Borrower and the Administrative Agent (a "New Lender"), by the execution of an agreement (a "New Lender Agreement") substantially in the form of Exhibit E-1, shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000.
(c) Any Lender that accepts an offer by the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions Borrower to such increase set forth in its Commitment pursuant to this Section 2.01(c) shall have occurred 2.20 shall, in each case, execute an agreement whereby it agrees to be bound by, and been complied with and thataccept the benefits of, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank."
Appears in 1 contract
Sources: Credit Agreement (Phillips 66)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by addingproviding written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $250,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including, subject to the prior approval Borrower’s approval, decisions as to the selection of the Administrative Agent existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the Issuing Banks (allocations of the increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to be unreasonably withheld)increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement made or deemed made by the Borrower and the any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing;
(B) such certificates of resolutions all partnership or other actionnecessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, incumbency certificates and/or other certificates and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of a Responsible Officer such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15. any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably require evidencing request and (2) in the identity, authority and capacity case of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become or cease to be an Issuing Bank under this Agreement comply with “know your customer” and (B) increase or decrease anti-money laundering rules and regulations, including without limitation, the Letter of Credit Commitment of any Lender as an Issuing BankPatriot Act.
Appears in 1 contract
Increase in Commitments. (i) WPZ shall have the option, without the consent Pursuant to Section 2.20 of the LendersCredit Agreement, the Company has requested that from time and after the Effective Date the aggregate Revolving Commitments of the Lenders be increased to time $150,000,000, with such amount being allocated to cause one or more increases the Lenders (including the New Lender) as set forth on Schedule 1 hereto. Accordingly, the Revolving Commitments of the Lenders set forth on Schedule 1 hereto are hereby amended in their entirety and as so amended shall be as set forth on such Schedule 1. If any Revolving Loans are outstanding under the Aggregate Commitments by addingCredit Agreement as of the Effective Date, each of the Borrowers irrevocably authorizes and directs the Lenders (including the New Lender) to make (nonratably if necessary, but otherwise subject to the prior approval terms of the Credit Agreement) Revolving Loans in an amount sufficient to (and each of the Borrowers hereby irrevocably authorizes and directs the Lenders to apply such Revolving Loans to) pay and discharge the Revolving Loans of the Lenders (nonratably if necessary, but otherwise subject to the terms of the Credit Agreement) such that the percentage of each Lender’s outstanding Revolving Loans immediately after the effectiveness of this Amendment is equal to the percentage of each Lender’s Revolving Commitment immediately after the effectiveness of this Amendment. Such purchases and sales shall be arranged through the Administrative Agent and the Issuing Banks each Lender (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, including the New LendersLender) hereby agrees to execute such further instruments and documents, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing request in connection therewith. Notwithstanding anything to the identitycontrary herein, authority each of JPMorgan Chase Bank, N.A. and capacity Fifth Third Bank agree to waive any claim for loss, cost or expenses under Section 2.14 of the Credit Agreement arising solely by reason of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as reallocation of Revolving Loans on the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersEffective Date.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Sources: Credit Agreement (Allscripts-Misys Healthcare Solutions, Inc.)
Increase in Commitments. (i) WPZ shall have the option, without the consent of the LendersFurniture Brands may, from time to time time, at its option, seek to cause one or more increases increase the Total Commitment by up to an aggregate amount of $200,000,000 (resulting in the Aggregate Commitments by adding, subject a maximum Total Commitment of $600,000,000) upon at least three (3) Business Days' prior written notice to the prior approval Administrative Agent, which notice shall specify the amount of the Administrative Agent any such increase and the Issuing Banks (such approval not to shall be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, delivered at a time when no Default or Event of Default shall have has occurred hereunder and is continuing. After delivery of such notice, the Administrative Agent or Furniture Brands, in consultation with the Administrative Agent, may offer the increase (which may be continuing, (Bdeclined by any Lender in its sole discretion) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by Total Commitment on either a commitment increase agreement in form and substance ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New LendersIssuing Lender, if any, the Swingline Lender and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such Furniture Brands. No increase in the Aggregate Commitments Total Commitment shall become effective until the existing or new Lenders extending such incremental Commitment amount and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery Borrowers shall have delivered to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following document in form and substance reasonably satisfactory to the Administrative Agent:
Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(cnew or existing) shall have occurred accept an assignment from the existing Lenders, and been complied with the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, before and after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as assignments. Any such increase of the Increase Effective Date after giving effect Total Commitment shall be subject to such increase, except to receipt by the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as Administrative Agent from the Borrowers of such earlier datesupplemental opinions, resolutions, certificates and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner documents as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Sources: Credit Agreement (Furniture Brands International Inc)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, right from time to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $1,500,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof (or, in each case, in such less amounts as may be acceptable to the Administrative Agent and the Issuing Banks (Borrower). The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such approval not increase in the Commitments so as to achieve a syndication of such increase reasonably satisfactory to the Administrative Agent and the Borrower, including the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be unreasonably withheld)approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders, in each case, as reasonably agreed to by the Administrative Agent and the Borrower. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. Each such purchase shall be deemed a prepayment of a Revolving Loan, and the Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the Requisite Lenders in accordance with the provisions of Section 13.7., and (2z) no Default the Administrative Agent shall have received each of the following: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate or other necessary action taken by the Borrower to authorize such increase, and is continuing;
(B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor authorizing the guaranty of such increase, incumbency certificates and/or other certificates in each case, in form and substance satisfactory to the Administrative Agent; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters with respect to the increase of the Commitments as reasonably requested by the Administrative Agent; and (iii) except in the case of a Responsible Officer Lender that has requested not to receive a Revolving Note, new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Increase in Commitments. (ia) WPZ shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject Subject to the prior approval written consent of the Administrative Agent and the Issuing Banks (such approval not to which consent may be unreasonably withheld), contingent on effectuating certain amendments to this Agreement one and the other Loan Documents applicable to some or more financial institutions as Lenders (collectivelyall of the Loans, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment which amendments shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZAgent), the Administrative Agent, Borrowers shall have the New Lenders, if any, and Lenders increasing their right to request an increase the Delay Draw Commitments by obtaining additional Delay Draw Commitments, if anyeither from one or more of the existing Lenders or, solely to the extent that the existing Lenders do not agree to furnish the entire amount of any requested increase, another lending institution (which Commitments may be provided on the same, or as and which shall indicate to the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section extent required by the execution and delivery to the Administrative Agent of and applicable Lenders, different terms and conditions from the applicable commitment existing Delay Draw Commitments) provided that (i) any such request for an increase agreement shall be in a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans minimum amount of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
$10,000,000, (ii) As a condition precedent to each increase pursuant to subsection the aggregate amount of all additional Delay Draw Commitments obtained under this Section 2.08 shall not exceed $50,000,000, (c)(iiii) above, WPZ the identity of any such new Lender shall deliver be reasonably acceptable to the Administrative Agent, such approval not to be unreasonably withheld or delayed, (iv) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, (v) the procedures and requirements described in Section 2.08 have been satisfied, and (vi) the Borrowers shall have paid to the extent requested Administrative Agent and applicable Lenders any fees required by Administrative Agent and such Lender in connection therewith. Nothing contained in this Section 2.08 shall constitute, or otherwise be deemed to be, a commitment on the Administrative Agent, the following part of any Lender to increase its Delay Draw Commitment hereunder at any time.
(b) Any amendment hereto for such an increase shall be in form and substance reasonably satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent:
, the Borrowers and each Lender being added or increasing its Delay Draw Commitment. As a condition precedent to such an increase or addition, the Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Party signed by an Responsible Officer of such Loan Party (A) a certificate dated as certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Increase Effective DateBorrowers, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increaseincrease or addition, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement Article III and the other Loan Documents are true and correct in all material respects on and (except that any representation or warranty which by its terms is made as of the Increase Effective Date after giving effect a specified date shall be required to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were be true and correct in all material respects only as of such earlier specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects) and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreementexists, and such (ii) legal opinions and documents and certifications as consistent with those delivered on the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZClosing Date, relating to such increase agreement, addressed to the Administrative Agent and each Lender if extent reasonably requested by the Administrative Agent or such LendersAgent.
(iiic) Any Borrower shall have Within a reasonable time after the optioneffective date of any increase or addition, by agreement with any Lender to (A) after consultation with the Administrative AgentAgent shall, cause and is hereby authorized and directed to, revise the Commitment Schedule to reflect such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease addition and shall distribute such revised Commitment Schedule to each of the Letter of Credit Commitment of any Lender as an Issuing Bank.57 12572717
Appears in 1 contract
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right exercisable 4 times to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments following the Agreement Date by addingproviding written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $600,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $20,000,000 and integral multiples of $500,000 in excess thereof. The Administrative Agent shall promptly notify each Lender of any such request. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including selecting from among the existing Lenders and/or other banks, financial institutions and other institutional lenders those to be approached with respect to such increase and making the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders, in each case, subject to the prior Borrower’s approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheldwithheld or delayed), . No Lender shall be obligated in any way whatsoever to increase its Commitment. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Pro Rata Share (determined with respect to the Lenders’ relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans and the aggregate amount of payments previously made by the Lenders under Section 2.3.(j) and not reimbursed by the Borrower, no by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of Revolving Loans and such payments to be purchased by such Lender, plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause in existence on the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation effective date of such increase in the Aggregate Commitments and or (y) any Continuing Representation is not true or correct on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall or would not be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and true after giving effect to such increase). If the Borrower requests an increase in the Commitments but it is not effected because the conditions to such increase are not satisfied, (1) the representations and warranties (other than Added L/C Representations) contained request will not count against the Borrower’s four-time limit on such requests. In connection with any increase in this Agreement and the other Loan Documents are true and correct in all material respects on and as aggregate amount of the Increase Effective Date after giving effect Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such increase, except to the extent that such representations documents and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner agreements as the Administrative Agent may reasonably require evidencing request and (b) the identityBorrower shall make appropriate arrangements so that each new Lender, authority and capacity any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Responsible Officer thereof authorized to act as a Responsible Officer Lender’s Commitment at the time of the effectiveness of the applicable increase in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction aggregate amount of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCommitments.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Sources: Credit Agreement (Washington Real Estate Investment Trust)
Increase in Commitments. (i) WPZ The Borrower shall have the optionright to request increases in the aggregate amount of the Commitments by providing written notice to the Administrative Agent, without which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $275,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with and with the consent of the LendersBorrower, from time to time to cause one or more increases shall manage all aspects of the syndication of such increase in the Aggregate Commitments by addingCommitments, subject including decisions as to the prior approval selection of the Administrative Agent existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the Issuing Banks (allocations of the increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to be unreasonably withheld)increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to ’ relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Loans, by making available to the Administrative Agent for the account of such other Lenders, in immediately available funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuingin existence on the effective date of such increase, (By) no the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment Loan Party is a party shall be increased without such Lender’s consent, (D) such increase shall not result true and accurate in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and all material respects on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate, partnership or other necessary action taken by the Parent and is continuing;
the Borrower to authorize such increase and (B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Parent, incumbency certificates and/or other certificates the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of a Responsible Officer such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, right at any time and from time to time during the period beginning on the Effective Date to cause one or more but excluding the Termination Date to request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $1,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the Issuing Banks (allocations of the increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to be unreasonably withheld)increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuingin existence on the effective date of such increase, (By) no the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment Loan Party is a party shall be increased without such Lender’s consent, (D) such increase shall not result true and correct in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and all material respects on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) except to the extent necessary to keep the outstanding Loans of each Lender ratable with that such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties expressly relate solely to an earlier date (other than Added L/C Representations) contained in this Agreement which case such representations and the other Loan Documents are warranties shall have been true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate and is continuing;
other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such certificates increase; (ii) an opinion of resolutions or other actioncounsel to the Borrower and the Guarantors, incumbency certificates and/or other certificates and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of a Responsible Officer such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Sources: Credit Agreement (Government Properties Income Trust)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right exercisable four times to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments following the Agreement Date by addingproviding written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $200,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $20,000,000 and integral multiples of $500,000 in excess thereof. The Administrative Agent shall promptly notify each Lender of any such request. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including selecting from among the existing Lenders and/or other banks, financial institutions and other institutional lenders those to be approached with respect to such increase and making the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders, in each case, subject to the prior Borrower’s approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheldwithheld or delayed), . No Lender shall be obligated in any way whatsoever to increase its Commitment. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Pro Rata Share (determined with respect to the Lenders’ relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans and the aggregate amount of payments previously made by the Lenders under Section 2.3.(j) and not reimbursed by the Borrower, no by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of Revolving Loans and such payments to be purchased by such Lender, plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause in existence on the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation effective date of such increase in the Aggregate Commitments and or (y) any Continuing Representation is not true or correct on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall or would not be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and true after giving effect to such increase). If the Borrower requests an increase in the Commitments but it is not effected because the conditions to such increase are not satisfied, (1) the representations and warranties (other than Added L/C Representations) contained request will not count against the Borrower’s four-time limit on such requests. In connection with any increase in this Agreement and the other Loan Documents are true and correct in all material respects on and as aggregate amount of the Increase Effective Date after giving effect Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such increase, except to the extent that such representations documents and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner agreements as the Administrative Agent may reasonably require evidencing request and (b) the identityBorrower shall make appropriate arrangements so that each new Lender, authority and capacity any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Responsible Officer thereof authorized to act as a Responsible Officer Lender’s Commitment at the time of the effectiveness of the applicable increase in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction aggregate amount of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCommitments.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Sources: Credit Agreement (Washington Real Estate Investment Trust)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by addingproviding written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $450,000,000.00. Each such increase in the Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Notwithstanding the foregoing, participation in all or any portion of such increase of the Commitments shall be offered by the Arrangers to any existing Lender selected by the Borrower or to any other bank, financial institution or other institutional lender selected by the Borrower, subject to the prior approval of the Administrative Agent and to the Issuing Banks extent set forth in clause (such approval not w) below. No Lender shall be obligated in any way whatsoever to be unreasonably withheld), increase its Commitment. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to ’ relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (w) the Administrative Agent’s approval (which approval shall not be unreasonably withheld or delayed) of any new Lender (other than an Eligible Assignee), (x) no Default or Event of Default shall have occurred hereunder and be continuingin existence on the effective date of such increase, (By) no the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment Loan Party is a party shall be increased without true and correct in all material respects (unless such Lender’s consentrepresentation and warranty includes a materiality standard, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase which event it shall be evidenced by a commitment increase agreement true and correct in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (the “Increase Effective Date”). Each financial institution that becomes in which case such representations and warranties shall have been true and correct in all material respects (unless such representation and warranty includes a New Lender pursuant to materiality standard, in which event it shall been true and correct in all respects) on and as of such earlier date) and except as a result of transactions permitted by this Section by the execution Agreement, and delivery to (z) the Administrative Agent shall have received each of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) abovefollowing, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
: (i) if not previously delivered to the Administrative Agent, copies certified by the secretary or assistant secretary (or other individual performing similar functions) of (A) a certificate dated as of all corporate, partnership, member or other necessary action taken by the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions Borrower to authorize such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions all corporate, partnership, member or other action, incumbency certificates and/or other certificates of a Responsible Officer of necessary action taken by each Guarantor authorizing the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity guaranty of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organizationincrease; and
(Cii) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or any new Lender or Lender increasing its Commitment, an opinion of counsel to the Loan Parties, and addressed to the Administrative Agent and the Lenders covering such Lenders.
(iii) Any Borrower shall have the option, matters as reasonably requested by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (Biii) if requested by any new Lender or any existing Lender increasing its Commitment, new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase or decrease in the Letter aggregate amount of Credit Commitment the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.16. any Lender becoming a party hereto shall execute such documents and agreements as an Issuing Bankthe Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (RLJ Lodging Trust)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right exercisable 2 times to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments within twenty four months following the Agreement Date by adding, subject providing written notice to the prior approval Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Administrative Commitments shall not exceed $400,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $20,000,000 and integral multiples of $500,000 in excess thereof. The Agent and the Issuing Banks (shall promptly notify each Lender of any such approval not request. No Lender shall be obligated in any way whatsoever to be unreasonably withheld), increase its Commitment. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Pro Rata Share (determined with respect to the Lenders’ relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Loans, no by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause in existence on the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation effective date of such increase in the Aggregate Commitments and or (y) any Continuing Representation is not true or correct on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall or would not be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and true after giving effect to such increase). If the Borrower requests an increase in the Commitments but it is not effected because the conditions to such increase are not satisfied, (1) the representations and warranties (other than Added L/C Representations) contained request will not count against the Borrower’s two-time limit on such requests. In connection with any increase in this Agreement and the other Loan Documents are true and correct in all material respects on and as aggregate amount of the Increase Effective Date after giving effect Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such increase, except to the extent that such representations documents and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner agreements as the Administrative Agent may reasonably require evidencing request and (b) the identityBorrower shall make appropriate arrangements so that each new Lender, authority and capacity any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Responsible Officer thereof authorized to act as a Responsible Officer Lender’s Commitment at the time of the effectiveness of the applicable increase in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction aggregate amount of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCommitments.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Sources: Credit Agreement (Washington Real Estate Investment Trust)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without right to request increases up to three (3) times in the consent aggregate amount of the LendersCommitments by providing written notice to the Administrative Agent, from time which notice shall be irrevocable once given; provided, however, that after giving effect to time to cause one or more any such increases the aggregate amount of the Commitments shall not exceed $200,000,000. Each such increase in the Aggregate Commitments by addingmust be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, subject in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the prior approval selection of the Administrative Agent existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the Issuing Banks (allocations of the increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders and the fees to be unreasonably withheld)paid for such increased Commitments. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their ' respective Commitments; provided however that: (A) prior to Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender, plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4 as a result of the prepayment of any such Loans. Effecting the increase of the Commitments under this Section 2.9 is subject to the following conditions precedent: (w) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1x) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, (y) payment of any and all fees required in connection with such increased Commitments and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing;
(B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, incumbency certificates and/or other certificates and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of a Responsible Officer such Lender's Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.9 any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Sources: Credit Agreement (Healthcare Trust of America, Inc.)
Increase in Commitments. (ia) WPZ Provided no Default has occurred and is continuing, upon notice to the Administrative Agent (which shall have the option, without the consent of promptly notify the Lenders), the Borrower may from time to time to cause one or more increases after the Closing Date request an increase in the Aggregate aggregate amount of the Commitments by addingan amount (for all such requests) not exceeding $100,000,000 in the aggregate; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000 and (ii) the Borrower may make a maximum of three such requests. Any such increase in the aggregate Commitments may be provided by any Lender willing to participate in any such increase (each such Lender, a “Participating Lender”), or, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, Eligible Assignees designated by the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase Borrower that are willing to participate in the Aggregate Commitments and the effective date of such increase (the each, an “Increase Effective DateIncreasing Lender”). Each financial institution that becomes a New Lender ) and to become Lenders pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “LenderJoinder Agreement,” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:, pursuant to which such Increasing Lender shall become a party to this Agreement. The Administrative Agent and the Borrower shall determine (i) the final allocation of such increase among the Participating Lenders and Increasing Lenders and Schedule 2.01 attached hereto shall be automatically updated to reflect the same, and (ii) the effective date (the “Increase Effective Date”) of any such increase. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder.
(Ab) As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date, Date (in sufficient copies for each Lender) signed by a Responsible Officer duly authorized officer of the General Partner Borrower (i) certifying that each of and attaching the conditions resolutions adopted by the Borrower approving or consenting to such increase set forth (which may be covered in this Section 2.01(cresolutions authorizing Borrowings on and after the Closing Date), and (ii) shall have occurred and been complied with and certifying that, before and after giving effect to such increase, (1A) the representations and warranties (other than Added L/C Representations) contained in this Agreement Article III and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increaseDate, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were are true and correct in all material respects as of such earlier date, and (2) no Default or Event except that for purposes of Default exists this Section 2.17, the representations and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.warranties contained in
Appears in 1 contract
Increase in Commitments. (i) WPZ The Borrower shall have the optionright, without exercisable up to six (6) times, to request increases in the aggregate amount of the Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided that after giving effect to any and all such increases the aggregate amount of the Commitments shall not exceed Six Hundred Million Dollars ($600,000,000). Each such increase in the Commitments shall be in the amount of $15,000,000 or a higher integral multiple of $5,000,000 (or, in each case, such lesser amount as the Borrower and the Administrative Agent may agree in writing). The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such increased Commitments; provided, that, the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks Borrower (such approval not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee subject to and in accordance with the provisions of Section 13.5(b). If a new Lender becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender, plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4 as a result of the prepayment of any such Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (w) no Default or Event of Default shall have occurred hereunder and be continuingexist on the effective date of such increase, (Bx) no the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment Loan Party is a party shall be increased without such Lender’s consent, true and correct in all material respects (D) such increase shall not result except in the increase case of any Borrower Sublimit and (E) a representation or warranty qualified by materiality, in which case such increase representation or warranty shall be evidenced by a commitment increase agreement true and correct in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the “Increase Effective Date”). Each financial institution that becomes case of a New Lender pursuant to this Section representation or warranty qualified by the execution materiality, in which case such representation or warranty shall be true and delivery to correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, (y) payment of any and all Fees required in connection with such increased Commitments, and (z) the Administrative Agent shall have received each of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) abovefollowing, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all partnership or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) to the extent requested by the applicable Lender, a certificate dated as new Note executed by the Borrower, payable to such new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the Increase Effective Date, signed by a Responsible Officer effectiveness of the General Partner certifying that each applicable increase in the aggregate amount of the conditions Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to such increase set forth in this Section 2.01(c) 2.12, any Lender becoming a party hereto shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations execute such documents and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner agreements as the Administrative Agent may reasonably require evidencing request and (2) in the identitycase of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed provide to the Administrative Agent and each Lender if requested by its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent or such Lendersto comply with “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Increase in Commitments. (i) WPZ The Borrower shall have the option, without right (a) during the consent of period from the Lenders, from time Effective Date to time but excluding the Revolving Termination Date to cause one or more request increases in the Aggregate aggregate amount of the Revolving Commitments and (b) during the period from the Effective Date to but excluding the Term Loan Termination Date to request the making of additional Term Loans (“Additional Term Loans”), in each case, by adding, subject providing written notice to the prior approval Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases of the Administrative Agent Revolving Commitments and the Issuing Banks making of the Additional Term Loans, the aggregate amount of the Revolving Commitments and the aggregate outstanding principal balance of Term Loans shall not exceed $2,000,000,000 (less the amount of any reductions of the Revolving Commitments effected pursuant to Section 2.13. and any prepayments of Term Loans). Each such approval not increase in the Revolving Commitments or borrowing of Additional Term Loans must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments and the making of any Additional Term Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be unreasonably withheld)approached with respect to any such increase of the Revolving Commitment or making of Additional Term Loans and the allocations of any increase in the Revolving Commitments or making of Additional Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment, to provide a new Revolving Commitment or to make an Additional Term Loan, and any new Lender becoming a party to this Agreement one in connection with any such requested increase of the Revolving Commitments or more financial institutions making of Additional Term Loans must be an Eligible Assignee. If a new Revolving Lender becomes a party to this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Commitment Percentage (collectively, determined with respect to the “New Revolving Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to and Revolving Commitments after giving effect to the increaseincrease of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting any increase of the Revolving Commitments or the making of Additional Term Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Revolving Commitments or making of Additional Term Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and or immediately after giving effect to such increaseincrease or the making of such Additional Term Loans, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement made or deemed made by the Borrower and the any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as the effective date of such increase of the Increase Effective Date after giving effect to such increase, Revolving Commitments or making of Additional Term Loans except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists the applicable Loan Party of (A) all corporate or other necessary action taken by the Borrower to authorize such increase of the Revolving Commitments or borrowing of Additional Term Loans and is continuing;
(B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor authorizing the guaranty of such increase of the Revolving Commitments or Additional Term Loans; and (ii) an opinion of counsel to the Borrower and the Guarantors, incumbency certificates and/or other certificates and addressed to the Administrative Agent, the Issuing Banks and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) except in the case of a Responsible Officer Lender that has notified the Administrative Agent in writing that it elects not to receive Notes, (I) a new Revolving Note executed by the Borrower, payable to any new Revolving Lenders, and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their respective Revolving Commitments, in each case, in the amount of such Revolving Lender’s Revolving Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments and (II) a new Term Note made by such Term Loan Lender executed by the Borrower, payable to any new Term Loan Lenders, and replacement Term Notes executed by the Borrower payable to any existing Term Loan Lenders making such Additional Term Loans, in each case, in the aggregate outstanding principal amount of such Term Loan Lender’s Term Loan at the time of the making of such Additional Term Loans. In connection with any increase in the aggregate amount of the Revolving Commitments or making of Additional Term Loans pursuant to this Section, any Lender becoming a party hereto shall (1) execute such customary documents and agreements as the Administrative Agent may reasonably require evidencing request and (2) in the identity, authority and capacity case of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become or cease to be an Issuing Bank under this Agreement comply with “know your customer” and (B) increase or decrease anti-money laundering rules and regulations, including without limitation, the Letter of Credit Commitment of any Lender as an Issuing BankPatriot Act.
Appears in 1 contract
Increase in Commitments. (i) WPZ Subject to satisfaction of the conditions set forth in this Section 2.17, the Borrower shall have the option, without right to increase the consent aggregate amount of the Lenders, from time to time to cause one or more increases Commitments (which may be in the Aggregate form of an increase to any existing Class of Commitments or Loans or the incurrence of a new Class of Commitments or Loans, including term loans) up to three (3) times by adding, subject providing written notice to the prior approval Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000. Each such increase in Commitments of the same Class, each as applicable, must be in an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 in excess thereof (or the maximum amount of the incremental Commitments available pursuant to this Section 2.17). The Administrative Agent Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the Issuing Banks (allocations of the increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be unreasonably withheld)paid for such increased Commitments. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender of a given Class becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment of a given Class or obtains a new Class of Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment of such Class or obtains a new Class of Commitment) (and as a condition thereto) purchase from the other Lenders of such Class its applicable Commitment Percentage of such Class (collectivelydetermined with respect to the Lenders’ respective Commitments of such Class, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to as applicable, and after giving effect to the increaseincrease of Commitments of such Class, as applicable) of any outstanding Loans of such Class, as applicable, by making available to the Administrative Agent for the account of such other Lenders of such Class, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans of such Class to be purchased by such Lender, NAI-5000938357v5 US-DOCS\161437759.18 85 plus (B) the aggregate amount of payments previously made by the other Lenders of such Class under Section 2.4(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans of such Class. Notwithstanding the foregoing and any other provision of this Agreement to the contrary, the parties hereto agree that, in connection with any increase in Commitments under this Section, the Administrative Agent, the Borrower, and each relevant new or increasing Lender shall endeavor to make arrangements satisfactory to such parties to cause each such new or increasing Lender to temporarily hold risk participations in the outstanding Loans, of the applicable Class, of the other Lenders of such Class (rather than fund its Commitment Percentage of such Class of all outstanding Loans of such Class concurrently with the effectiveness of such increase of Commitments of such Class) with a view toward minimizing breakage costs and transfers of funds in connection with such increase of Commitments. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4 as a result of the prepayment of any such Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (w) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and exist on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1x) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, (y) payment of any and all fees required in connection with such increased Commitments and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing;
(B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor that is a party to the Guaranty authorizing the guaranty of such increase; and (ii) if requested by the Administrative Agent, incumbency certificates and/or other certificates an opinion of counsel to the Borrower and any Guarantor party to the Guaranty, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Notes executed by the Borrower, payable to any new Lenders and existing Lenders obtaining a Responsible Officer new Class of Commitment and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s applicable Class of Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of such Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.17 any Lender becoming a party hereto shall execute (1) such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority request and capacity of such Responsible Officer thereof authorized (2) provide to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become comply with “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act. Each of the parties hereto hereby agrees that, upon the effectiveness of any incremental Commitments available pursuant to this Section 2.17, this Agreement shall be amended to the extent necessary to reflect the existence of such incremental Commitments and the Loans evidenced thereby, and any joinder agreement or cease amendment (each an “Incremental Joinder Agreement”) may, notwithstanding anything else herein to be an Issuing Bank under the contrary, without the consent of the other Lenders effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and the Borrower, to effect the provisions of this Section 2.17 (B) increase or decrease including any amendments that are not adverse to the Letter of Credit Commitment interests of any Lender that are made to effectuate changes necessary to enable any incremental Commitment (or Loan) that is intended to be of the same Class as an Issuing Bankany other Commitment (or Loan) in existence on the date of effectiveness thereof to be of such same Class, as applicable).
Appears in 1 contract
Increase in Commitments. (i) WPZ Subject to the conditions set forth below in this Section, the Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to Agent, which notice shall be unreasonably withheld)irrevocable once given; provided, to this Agreement one or more financial institutions as Lenders (collectivelyhowever, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and that after giving effect to any such increases the increaseaggregate amount of the Commitments shall not exceed $250,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $5,000,000 and integral multiples of $10,000,000 in excess thereof, or such other amounts as Administrative Agent may approve from time to time. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuingexist, (By) no the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment Loan Party is a party shall be increased without such Lender’s consent, (D) such increase shall not result true or correct in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and all material respects on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct accurate in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate or other necessary action taken by the Borrower to authorize such increase and is continuing;
(B) such certificates of resolutions all corporate, partnership, member, or other actionnecessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, incumbency certificates and/or other certificates and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lender, and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of a Responsible Officer such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.8 any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Sources: Loan Agreement (Equity One, Inc.)
Increase in Commitments. (i) WPZ Borrowers shall have the optionright to request, without the consent of the Lendersnot more frequently than once per calendar quarter, from time to time to cause one or more increases in the Aggregate Commitments by addingproviding written notice to Administrative Agent; provided, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld)however, to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and that after giving effect to the increaseany such increases, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments shall not exceed One Billion Four Hundred Ten Million Dollars ($1,410,000,000). Each such increase in the Aggregate Commitments must be in an integral multiple of Twenty-Five Million Dollars ($25,000,000), and, as to exceed $2,400,000,000any new or increasing Lender, (C) no shall be allocated among the Revolving Loan Commitments and the Term Loan Commitments of such Lender in proportion to the aggregate amount of all Revolving Loan Commitments to the aggregate amount of all Term Loan Commitments existing immediately prior to such increase. Any property to be taken as Collateral in connection with any such increase in the Aggregate Commitments shall be subject to satisfaction of the conditions set forth in Section 9.30 and such property must be approved by the Required Lenders, which approval may be granted or withheld in each Required Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit sole and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the absolute discretion. Administrative Agent, in consultation with Borrowers, shall manage all aspects of the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation syndication of such increase in the Aggregate Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Aggregate Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment. Effecting the increase of the Aggregate Commitments under this Section is subject to the following conditions precedent (together with any other conditions precedent imposed by Administrative Agent and the Lenders in their sole and absolute discretion): (i) no Default or Potential Default shall be in existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
increase; (ii) As a condition precedent except as disclosed to each increase pursuant to subsection (c)(i) aboveAdministrative Agent in writing, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained made by Borrowers and Guarantor in this Agreement and the other any Loan Documents are Document shall be true and or correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were such representations and warranties must be true and correct in all material respects as of on such earlier date; (iii) Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to Administrative Agent: (2) no Default or Event of Default exists and is continuing;
(BA) such agreements, amendments, promissory notes, documents, certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner and instruments as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may shall reasonably require to evidence that WPZ is validly existing the increase in the Commitments; (B) an acknowledgement and in good standing in ratification by Guarantor of its jurisdiction of organizationobligations under the Guaranty; and
(C) a favorable customary opinion of counsel to WPZBorrowers and Guarantor, relating to such increase agreement, and addressed to the Administrative Agent and each Lender if the Lenders covering such matters as reasonably requested by Administrative Agent; and (D) endorsements to the Title Policies dating down the effective date of such Title Policies and increasing such Title Policies by the amount of such increase in the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 1.3.5, any Lender becoming a party hereto shall execute such documents and agreements as Administrative Agent or such Lendersmay reasonably request.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Sources: Loan Agreement (KBS Real Estate Investment Trust III, Inc.)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments within twenty four months following the Agreement Date by adding, subject providing written notice to the prior approval Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Administrative Commitments shall not exceed $650,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. The Agent and the Issuing Banks (shall promptly notify each Lender of any such approval not request. No Lender shall be obligated in any way whatsoever to be unreasonably withheld), increase its Commitment. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Pro Rata Share (determined with respect to the Lenders' relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Loans, no by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and or would occur after giving effect to such increase, increase or (1y) any representation or warranty made or deemed made by the representations and warranties (other than Added L/C Representations) contained in this Agreement and the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party is not (or would not be) true and or correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date, ) and (2) no Default or Event of Default exists except for changes in factual circumstances specifically and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer expressly permitted hereunder. In connection with any increase in the aggregate amount of the General Partner Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing request and (b) the identityBorrower shall make appropriate arrangements so that each new Lender, authority and capacity any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Responsible Officer thereof authorized to act as a Responsible Officer Lender's Commitment at the time of the effectiveness of the applicable increase in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction aggregate amount of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCommitments.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Increase in Commitments. (ia) WPZ shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject Subject to the prior approval written consent of the Administrative Agent and the Issuing Banks (such approval not to which consent may be unreasonably withheld), contingent on effectuating certain amendments to this Agreement one and the other Loan Documents applicable to some or more financial institutions as Lenders (collectivelyall of the Loans, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment which amendments shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZAgent), the Administrative Agent, Borrowers shall have the New Lenders, if any, and Lenders increasing their right to request an increase the Delay Draw Commitments by obtaining additional Delay Draw Commitments, if anyeither from one or more of the existing Lenders or, solely to the extent that the existing Lenders do not agree to furnish the entire amount of any requested increase, another lending institution (which Commitments may be provided on the same, or as and which shall indicate to the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section extent required by the execution and delivery to the Administrative Agent of and applicable Lenders, different terms and conditions from the applicable commitment existing Delay Draw Commitments) provided that (i) any such request for an increase agreement shall be in a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans minimum amount of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
$10,000,000, (ii) As a condition precedent to each increase pursuant to subsection the aggregate amount of all additional Delay Draw Commitments obtained under this Section 2.08 shall not exceed $50,000,000, (c)(iiii) above, WPZ the identity of any such new Lender shall deliver be reasonably acceptable to the Administrative Agent, such approval not to be unreasonably withheld or delayed, (iv) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, (v) the procedures and requirements described in Section 2.08 have been satisfied, and (vi) the Borrowers shall have paid to the extent requested Administrative Agent and applicable Lenders any fees required by Administrative Agent and such Lender in connection therewith. Nothing contained in this Section 2.08 shall constitute, or otherwise be deemed to be, a commitment on the Administrative Agent, the following part of any Lender to increase its Delay Draw Commitment hereunder at any time.
(b) Any amendment hereto for such an increase shall be in form and substance reasonably satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent:
, the Borrowers and each Lender being added or increasing its Delay Draw Commitment. As a condition precedent to such an increase or addition, the Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Party signed by an Responsible Officer of such Loan Party (A) a certificate dated as certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Increase Effective DateBorrowers, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increaseincrease or addition, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement Article III and the other Loan Documents are true and correct in all material respects on and (except that any representation or warranty which by its terms is made as of the Increase Effective Date after giving effect a specified date shall be required to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were be true and correct in all material respects only as of such earlier specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects) and (2) no Default or Event of Default exists exists, and is continuing;(ii) legal 56 11584747
(Bc) such certificates Within a reasonable time after the effective date of resolutions any increase or other actionaddition, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing shall, and is hereby authorized and directed to, revise the identity, authority and capacity of such Responsible Officer thereof authorized Commitment Schedule to act as a Responsible Officer in connection with reflect such increase agreementor addition and shall distribute such revised Commitment Schedule to each of the Lenders and the Borrower Representative, whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction become part of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersthis Agreement.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Increase in Commitments. (i) WPZ shall have The Borrower may, by written notice to the option, without the consent of the Lenders, Administrative Agent from time to time after the Closing Date, request that the aggregate Commitments be increased by an amount not to cause exceed the Incremental Commitment Amount at such time by delivering a request to the Administrative Agent, who shall deliver a copy thereof to each Lender. Such notice shall set forth (A) the amount of the requested increase in the aggregate Commitments (which shall be in minimum increments of U.S.$1,000,000 and a minimum amount of U.S.$5,000,000 or equal to the remaining Incremental Commitment Amount), (B) the date on which such increase is requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and (C) the Lenders who have agreed to increase their Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or one or more increases banks or other entities who have agreed to extend the Commitment by all or a portion of the offered amount (any such bank or other entity referred to in this clause (c) being called an “Augmenting Lender” and, together with the Aggregate Commitments by addingIncreasing Lenders, the “Incremental Lenders”) in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender shall be subject to the prior approval of the Administrative Agent and the Issuing Banks Lender (such approval which approvals shall not be unreasonably withheld or delayed). Any increase in the aggregate Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to be unreasonably withheld)arrange for, to this Agreement one or more financial institutions as Lenders Incremental Lenders.
(collectively, the “New Lenders”ii) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to The Borrower and after giving effect to the increase, no Default or Event of Default each Incremental Lender shall have occurred hereunder execute and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable deliver to the Administrative Agent an Incremental Assumption Agreement and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of such Incremental Lender or its status as a Lender hereunder. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the applicable commitment increase agreement parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) deemed amended to the extent (but only to the extent) necessary to keep reflect the outstanding Loans existence and terms of each Lender ratable with such Lender’s revised Applicable Percentage the Incremental Commitment evidenced thereby.
(iii) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any nonratable increase in the Aggregate aggregate Commitments under pursuant to this SectionSection 2.01(c), the outstanding Advances (if any) are held by the Lenders in accordance with their new Pro Rata Shares. This may be accomplished at the discretion of the Administrative Agent (A) by requiring the outstanding Advances to be prepaid with the proceeds of a new Borrowing, (B) by causing Non-Increasing Lenders to assign portions of their outstanding Advances to Incremental Lenders, (C) by permitting the Borrowings outstanding at the time of any increase in the aggregate Commitments pursuant to this Section 2.01(c) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Lenders would hold such Borrowings other than in accordance with their new Pro Rata Shares, or (D) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (c) shall be subject to indemnification by the Borrowers pursuant to Section 2.12, but otherwise without premium or penalty.
(iiiv) As Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) or addition of a condition precedent to each increase pursuant to subsection (c)(inew Lender shall become effective under this Section 2.01(c) aboveunless, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) on the date of such increase, the conditions set forth in Section 3.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated as of the Increase Effective Date, signed such date and executed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) an officer’s certificate consistent with those delivered on the Closing Date under clauses (a)(ix) through (xiv) of Section 3.01, which certificate shall include a certification from a Responsible Officer that the resolutions delivered on the Closing Date remain in full force and effect and authorize the applicable increase or decrease in the Letter of Credit Commitment of any Lender as an Issuing Bankaggregate commitments.
Appears in 1 contract
Increase in Commitments. (i) WPZ shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions 2.9.1. So long as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default exists, Borrowers may request that the Commitments be increased and, upon such request, Administrative Agent shall use reasonable efforts in light of then current market conditions to solicit additional financial institutions to become Lenders for purposes of this Agreement, or to encourage any Lender to increase its Commitment; provided that (a) in the event that it becomes necessary to include a new financial institution to fund the amount of the requested increase in the Commitment, each such financial institution shall be an Eligible Assignee and each such financial institution shall become a Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof; (b) no Lender shall have occurred hereunder and be continuingan obligation to Borrowers, (B) no such Agents or any other Lender to increase shall cause its Commitment or its Pro Rata share of the Aggregate Commitments to exceed $2,400,000,000Commitments, (C) no Lender’s Commitment which decision shall be increased without such Lender’s consent, (D) such increase shall not result made in the increase sole discretion of each Lender; and (c) in no event shall the addition of any Borrower Sublimit and Lender or Lenders or the increase in the Commitment of any Lender under this Section 2.9.1 increase the aggregate Commitments (Ei) such in any single instance by less than $100,000,000 or (ii) by an aggregate amount greater than $400,000,000 less the amount of any voluntary reductions under Section 5.3 hereof. Upon the addition of any Lender, or the increase in the Commitment of any Lender, Schedule 1 shall be evidenced amended by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZBorrowers to reflect such addition or such increase, and Administrative Agent shall deliver to the Administrative Lenders, Agents and Borrowers copies of such amended Schedule 1. Borrowers shall not be required to pay to the applicable Agent, for its own account, an administrative or arrangement fee for the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such foregoing increase in the Aggregate Commitments even if such fee requires the processing of any new Lender. Lenders shall be entitled to receive and Borrowers shall be obligated to pay a mutually agreeable amendment fee to the applicable Agent for the Pro Rata benefit of those Lenders who increase their Commitment and any new Lenders, such fee to be based upon the increase in their Commitments only and not on their aggregate Commitments after giving effect to such increase.
2.9.2. If any requested increase in the Commitments is agreed to in accordance with Section 2.9.1 above, Administrative Agent and Borrowers shall determine the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by Administrative Agent, with the execution consent and delivery approval of Borrowers, shall promptly confirm in writing to the Administrative Agent Lenders the final allocation of such increase as of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers , and each new Lender and each existing Lender that has increased its Commitment shall borrow purchase Loans and prepay Loans on L/C Obligations from each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to other Lender in an amount such that, after such purchase or purchases, the extent necessary to keep the amount of outstanding Loans of and L/C Obligations from each Lender ratable with shall equal such Lender’s revised Applicable Percentage after giving respective Pro Rata share of the U.S. Revolver Commitments and Canadian Revolver Commitments, as applicable, as modified to give effect to any nonratable increase in such increase, multiplied by the Aggregate Commitments under this Section.
(ii) aggregate amount of Loans outstanding and L/C Obligations from all Lenders. As a condition precedent to each increase pursuant to subsection (c)(i) abovethe effectiveness of such increase, WPZ Borrowers shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) Agent a certificate dated as of the Increase Effective Date, Date (in sufficient copies for each Lender) signed by a Responsible Senior Officer of Borrower Agent on behalf of Borrowers, including a Compliance Certificate demonstrating compliance with the General Partner certifying that each terms of the conditions to such increase set forth in this Section 2.01(c) shall have occurred Agreement and been complied with and certification that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Section 9 of the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, (except to the extent that any such representations and warranties specifically refer representation or warranty is stated to relate solely to an earlier date, in which case they were true ) and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates exists. Upon the request of resolutions any Lender, Borrowers shall deliver a new or other actionamended U.S. Revolver Note or Canadian Revolver Note, incumbency certificates and/or other certificates as applicable, reflecting the new or increased Commitment of a Responsible Officer each new or affected Lender, as of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersIncrease Effective Date.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Increase in Commitments. (i) WPZ shall have At any time prior to the optionMaturity Date, without the consent of Borrowers may effectuate up to two separate increases in the Lendersaggregate Commitments (each such increase being a “Commitment Increase”), from time to time to cause by designating either one or more increases of the existing Lenders (each of which, in the Aggregate Commitments by addingits sole discretion, subject may determine whether and to what degree to participate in such Commitment Increase) or one or more other banks or other financial institutions (reasonably acceptable to the prior approval of the Applicable Administrative Agent and the Applicable Issuing Banks Lender) that at the time agree, in the case of any such bank or financial institution that is an existing Lender to increase its US Commitment as such Lender shall so select (an “Increasing Lender”) and, in the case of any other such approval not to be unreasonably withheldbank or financial institution (an “Additional Lender”), to become a party to this Agreement one or more financial institutions as Lenders (collectivelyAgreement; provided, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: however, that (A) prior to and after giving effect to the increase, no Default or Event each Commitment Increase shall be of Default shall have occurred hereunder and be continuingat least $50,000,000, (B) no such increase the aggregate amount of all Commitment Increases shall cause the Aggregate Commitments to not exceed $2,400,000,000150,000,000, and (C) no Lender’s all Commitments and Advances provided pursuant to a Commitment Increase shall be increased without such Lender’s consentavailable on the same terms as those applicable to the existing Commitments and Advances (other than with respect to additional fees which may be as agreed to between the US Borrower and the Increasing Lenders and/or Additional Lenders, (D) such increase shall not result as the case may be). The sum of the increases in the increase Commitments of the Increasing Lenders plus the Commitments of the Additional Lenders upon giving effect to a Commitment Increase shall not, in the aggregate, exceed the amount of such Commitment Increase. The US Borrower shall provide prompt notice of any Borrower Sublimit and proposed Commitment Increase pursuant to this clause (Ef) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the US Administrative Agent and executed by WPZ, the applicable Class of Lenders. This Section 2.1(f) shall not be construed to create any obligation on any of the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent Agents or any of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay Lenders to advance or to commit to advance any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect credit to any nonratable increase in the Aggregate Commitments under this SectionBorrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower.
(ii) As a condition precedent to each increase pursuant to subsection A Commitment Increase shall become effective upon (c)(iA) above, WPZ shall deliver to the Administrative Agent, to the extent requested receipt by the US Administrative Agent, the following Agent of (1) an agreement in form and substance reasonably satisfactory to the US Administrative Agent:
Agent signed by the US Borrower, each Increasing Lender and each Additional Lender, setting forth the US Commitments, if any, of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (A2) a certificate dated as such evidence of appropriate authorization on the part of the US Borrower with respect to such Commitment Increase Effective Dateas the US Administrative Agent may reasonably request, signed (B) the funding by a Responsible Officer each Increasing Lender and Additional Lender of the General Partner certifying that Advances to be made by each of such Lender to effect the conditions to such increase prepayment requirement set forth in this Section 2.01(c2.7(c)(iv), and (C) shall have occurred and been complied with and receipt by the US Administrative Agent of a certificate of an authorized officer of the US Borrower stating that, both before and after giving effect to such increaseCommitment Increase, (1) the no Default has occurred and is continuing, and that all representations and warranties (other than Added L/C Representations) contained made by the Borrowers in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties specifically refer that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date, in date which case they were remains true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase, all calculations and payments of interest on the Advances shall have take into account the option, actual US Commitment of each Lender and the principal amount outstanding of each Advance made by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease during the Letter relevant period of Credit Commitment of any Lender as an Issuing Banktime.
Appears in 1 contract
Sources: Credit Agreement (Complete Production Services, Inc.)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Administrative Commitments shall not exceed $400,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent and the Issuing Banks (shall promptly notify each Lender of any such approval not request. No Lender shall be obligated in any way whatsoever to be unreasonably withheld), increase its Commitment. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Loans, by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section (x) unless no Default or Event of Default shall have occurred hereunder and will be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase increase, (y) unless the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery Borrower can demonstrate to the Administrative Agent reasonable satisfaction of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and Agent that, before and after giving effect to such increase, the Borrower will be in compliance with Section 10.1. and (1z) if any representation or warranty made or deemed made by the representations and warranties (other than Added L/C Representations) contained in this Agreement and the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party is not (or would not be) true and or correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date, ) and (2) no Default or Event of Default exists except for changes in factual circumstances specifically and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer expressly permitted hereunder. In connection with any increase in the aggregate amount of the General Partner Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing request and (b) the identityBorrower shall make appropriate arrangements so that each new Lender, authority and capacity any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Responsible Officer thereof authorized to act as a Responsible Officer Lender’s Commitment at the time of the effectiveness of the applicable increase in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction aggregate amount of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCommitments.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Administrative Commitments shall not exceed $300,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent and the Issuing Banks (shall promptly notify each Lender of any such approval not request. No Lender shall be obligated in any way whatsoever to be unreasonably withheld), increase its Commitment. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders' relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Loans, by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section (x) unless no Default or Event of Default shall have occurred hereunder and will be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase increase, (y) unless the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery Borrower can demonstrate to the Administrative Agent reasonable satisfaction of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and Agent that, before and after giving effect to such increase, the Borrower will be in compliance with Section 10.1. and (1z) if any representation or warranty made or deemed made by the representations and warranties (other than Added L/C Representations) contained in this Agreement and the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party is not (or would not be) true and or correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date, ) and (2) no Default or Event of Default exists except for changes in factual circumstances specifically and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer expressly permitted hereunder. In connection with any increase in the aggregate amount of the General Partner Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing request and (b) the identityBorrower shall make appropriate arrangements so that each new Lender, authority and capacity any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Responsible Officer thereof authorized to act as a Responsible Officer Lender's Commitment at the time of the effectiveness of the applicable increase in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction aggregate amount of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCommitments.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Increase in Commitments. (ia) WPZ shall have the option, without the consent of the Lenders, At any time and from time to time prior to cause the Maturity Date, the Company may, by written notice to the Administrative Agent (which the Administrative Agent shall promptly furnish to each Lender in the applicable Tranche), request that one or more increases Persons (which may include the Lenders in the Aggregate applicable Tranche, as provided below) offer to increase their Commitments under any Tranche (if they are Lenders) or to make additional Commitments under any Tranche (if they are not already Lenders) (such increased and/or additional Commitments being, in the case of any Tranche, a “Tranche Increase”) under this paragraph (a), it being understood that if such offer is to be made by addinga Person that is not already a Lender, subject to the prior approval of the Administrative Agent and shall have consented to such Person being a Lender hereunder to the Issuing Banks extent such consent would be required pursuant to Section 11.04(b) in the event of an assignment to such Person (such approval consent not to be unreasonably withheld). Notwithstanding anything to the contrary set forth herein, the German Tranche shall not be subject to any Tranche Increase described in this Section and no increase of the US Tranche shall increase the US Tranche Term Loan Commitments or the aggregate amount of the US Tranche Term Loans. The minimum aggregate amount of any Tranche Increase shall be $10,000,000 in the case of the US Tranche and $5,000,000 in the case of the French Tranche. In no event shall the aggregate amount of all Tranche Increases pursuant to this Agreement paragraph (a) exceed $125,000,000. The Company may arrange for one or more banks or other financial institutions as Lenders (collectivelyinstitutions, which may include any Lender, to extend applicable Tranche Commitments or increase their existing applicable Tranche Commitments in an aggregate amount equal to the “New Lenders”) or by allowing amount of the Tranche Increase. In the event that one or more Lenders of such Persons offer to increase their or enter into such Commitments, and such Persons, the Company, any other applicable Borrower and the Administrative Agent agree as to the amount of such Commitments to be allocated to the respective Commitments; provided however that: Persons making such offers and the fees (Aif any) to be payable by the Company in connection therewith, the Company, any other applicable Borrower, such Persons, the Administrative Agent and any other Applicable Agent shall execute and deliver an appropriate amendment to this Agreement, which amendment shall specify, among other things, the procedures for reallocating any outstanding Revolving Credit Exposure under the Tranche that is subject to the Tranche Increase effected by such amendment. Notwithstanding anything to the contrary set forth herein, the Agents shall have at least 15 Business Days, but no more than 20 Business Days, prior to the proposed effective date for such an increase to obtain administrative details from Lenders increasing their Commitments or Persons becoming new Lenders hereunder and after giving effect to the otherwise administer such increase, including processing Borrowing Requests and determining whether breakage amounts, if any, will be required to be paid by the Borrowers. No such increase shall be effective until such administration period has expired.
(b) Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) or addition of a new Lender shall become effective under this Section if any Default or Event of Default shall have has occurred hereunder and be continuing, (B) no is continuing prior to the effectiveness of any such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage or would arise after giving effect to any nonratable increase in the Aggregate Commitments under this Sectionthereto.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Sources: Credit Agreement (Schulman a Inc)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without right to increase the consent aggregate amount of the LendersCommitments up to three (3) times by providing written notice to the Administrative Agent, from time which notice shall be irrevocable once given; provided, however, that after giving effect to time to cause one or more any such increases the aggregate amount of the Commitments shall not exceed $700,000,000. Each such increase in the Aggregate Revolving Commitments by addingand Term Loan Commitments, subject each as applicable, must be in an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 in excess thereof (or the maximum amount of the incremental Commitments available pursuant to this Section 2.17). The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the prior approval selection of the Administrative Agent existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the Issuing Banks (allocations of the increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be unreasonably withheld)paid for such increased Commitments. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one or more financial institutions as Lenders (collectivelyin connection with any such requested increase must be an Eligible Assignee. In connection with any increase in the Term Loan Commitments, the “New Term Loan Disbursement Expiration Date shall not be applicable to such increased Term Loan Commitments. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its applicable Commitment Percentage (determined with respect to the Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to , as applicable, and after giving effect to the increaseincrease of Commitments, as applicable) of any outstanding Loans, as applicable, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. Notwithstanding the foregoing and any other provision of this Agreement to the contrary, the parties hereto agree that, in connection with any increase in Commitments under this Section, the Administrative Agent, the Borrower, and each relevant new or increasing Lender shall endeavor to make arrangements satisfactory to such parties to cause each such new or increasing Lender to temporarily hold risk participations in the outstanding Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Loans concurrently with the effectiveness of such increase of Commitments) with a view toward minimizing breakage costs and transfers of funds in connection with such increase of Commitments. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4 as a result of the prepayment of any such Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (w) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and exist on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1x) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, (y) payment of any and all fees required in connection with such increased Commitments and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing;
(B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) if requested by the Administrative Agent, incumbency certificates and/or other certificates an opinion of a Responsible Officer counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.17 any Lender becoming a party hereto shall execute (1) such documents and agreements as the Administrative Agent may reasonably require evidencing request and (2) in the identity, authority and capacity case of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become or cease to be an Issuing Bank under this Agreement comply with “know your customer” and (B) increase or decrease anti-money laundering rules and regulations, including, without limitation, the Letter of Credit Commitment of any Lender as an Issuing BankPatriot Act.
Appears in 1 contract
Increase in Commitments. (ia) WPZ shall have At any time after the optionEffective Date and no more than two times during any calendar year, without the consent of Borrower may, by written notice to the LendersAdministrative Agent, request at any time or from time to time that the Total Commitments be increased; provided that the aggregate amount of each such increase pursuant to this Section 2.19 shall not be less than $20,000,000 and the aggregate amount of all such increases pursuant to this Section 2.19 shall not cause the aggregate amount of Total Commitments to exceed $1,750,000,000. Any such notice shall set forth the amount of the requested increase in the Total Commitments and the date on which such increase is requested to become effective. The Borrower may arrange for one or more increases banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lenders, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the requested amount of the increase in the Aggregate Commitments by addingTotal Commitments; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), . Increases of Commitments and new Commitments created pursuant to this Agreement one or more financial institutions as paragraph (a) shall become effective upon the execution and delivery by the Parent, the Borrower, the Administrative Agent and any Lenders (collectively, the “New including any Augmenting Lenders”) or by allowing one or more Lenders agreeing to increase their respective existing Commitments or extend new Commitments, as the case may be, of an agreement providing for such increased or additional Commitments, subject to the satisfaction of any conditions set forth in such agreement. Notwithstanding the foregoing, no increase in the Total Commitments (or in the Commitment of any Lender) shall become effective under this paragraph (a) unless, on the date of such increase, (i) the conditions set forth in paragraphs (a) and (b) of Sections 4.02 shall be satisfied (as though a Borrowing were being made on such date); provided however that: that for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent audited financial statements available on the date of such increase and (Aii) prior the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer or a Financial Officer of the Parent and the Borrower. The Borrower is not required to offer any Lender an opportunity to participate in any increase pursuant to this Section 2.19 and, if offered an opportunity to participate, a Lender shall not have any obligation to participate.
(a) At the time that any increase in the Total Commitments pursuant to paragraph (a) of this Section 2.19 (a “Commitment Increase”) becomes effective, if any Revolving Loans are outstanding, the Borrower shall prepay the aggregate principal amount outstanding in respect of such Revolving Loans in accordance with Section 2.10 (the “Initial Loans”); provided that (i) nothing in this Section 2.19 shall prevent the Borrower from funding the prepayment of Initial Loans with concurrent Revolving Loans hereunder in accordance with the provisions of this Agreement, giving effect to the Commitment Increase, and (ii) no such prepayment shall be required if, after giving effect to the increaseCommitment Increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised has the same Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions immediately prior to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCommitment Increase.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Sources: Credit Agreement (Macy's, Inc.)
Increase in Commitments. (ia) WPZ shall have At any time prior to the option, without Business Day immediately preceding the consent later of the LendersRevolving Maturity Date or the Term Maturity Date, from time to time to cause the Borrower may effectuate one or more increases in the Aggregate aggregate Revolving Commitments and/or Term Commitments (each such increase being a “Commitment Increase”), by addingdesignating either one or more of the existing Lenders (each of which, subject in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its Revolving Commitment and/or its Term Commitment as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase shall be equal to at least $25,000,000, (ii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the prior approval existing Revolving Commitments and Revolving Advances and the Term Commitments and Term Advances, as applicable, except as to upfront fees which may be as agreed to between the Borrower and such Increasing Lender or Additional Lender, as the case may be, (iii) the aggregate of all such Commitment Increases shall not exceed $100,000,000, (iv) such Commitment Increase shall not effect an increase in the aggregate Revolving Commitments if the Revolving Maturity Date has occurred and (v) such Commitment Increase shall not effect an increase in the aggregate Term Commitments if the Term Maturity Date has occurred. The Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.15 to the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase . This Section 2.15 shall not result in the increase of be construed to create any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to obligation on the Administrative Agent and executed by WPZ, or any of the Administrative Agent, Lenders to advance or to commit to advance any credit to the New Lenders, if any, and Lenders increasing their Commitments, if any, and which Borrower or to arrange for any other Person to advance or to commit to advance any credit to the Borrower.
(b) The Commitment Increase shall indicate become effective on the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant ) on or prior to this Section which each of following conditions shall have been satisfied: (i) the receipt by the execution and delivery to the Administrative Agent of the applicable commitment increase (A) an agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
Agent signed by the Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) if the Commitment Increase involves an increase of Term Commitments, an amendment to this Agreement signed by the Borrower, the Administrative Agent and such Increasing Lenders and Additional Lenders, as applicable, to amend the necessary provisions of this Article II to account for such increase in Term Commitments, including Schedule III, and (C) such evidence of appropriate authorization on the part of the Borrower with respect to such Commitment Increase and such legal opinions as the Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Revolving Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.5(c)(ii), (iii) the funding by each Increasing Lender and Additional Lender of the Term Advances in the amount of such Lender’s increased Term Commitment; (iv) receipt by the Administrative Agent of a certificate of an authorized officer of the Borrower certifying (A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, both before and after giving effect to such increaseCommitment Increase, no Default has occurred and is continuing, (1B) the all representations and warranties (other than Added L/C Representations) contained made by the Borrower in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties specifically refer that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date, in date which case they were remains true and correct in all material respects as of such earlier datedate (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (2C) no Default or Event of Default exists the pro forma compliance with the covenants in Sections 6.17, 6.18 and is continuing;
(B) 6.19, after giving effect to such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreementCommitment Increase, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(Cv) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested receipt by the Administrative Agent Increasing Lender or Additional Lender, as applicable, of all such Lendersfees as agreed to between such Increasing Lender and /or Additional Lender and the Borrower.
(iiic) Any Borrower Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Revolving Advances shall have take into account the option, actual Revolving Commitment of each Revolving Lender and the principal amount outstanding of each Revolving Advance made by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be during the relevant period of time.
(d) On such Increase Date if such Commitment Increase involves an Issuing Bank under this Agreement and (B) increase or decrease in the aggregate Revolving Commitments, each Revolving Lender’s share of the Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Revolving Pro Rata Share of such Letter of Credit Obligations (such Revolving Pro Rata Share for such Lender to be determined as of the Increase Date in accordance with its Revolving Commitment on such date as a percentage of the aggregate Revolving Commitments on such date) without further action by any Lender as an Issuing Bankparty.
Appears in 1 contract
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, right at any time and from time to time during the period beginning on the Effective Date to cause one or more but excluding the Termination Date to request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $1,500,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the Issuing Banks (allocations of the increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to be unreasonably withheld)increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuingin existence on the effective date of such increase, (By) no the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment Loan Party is a party shall be increased without such Lender’s consent, (D) such increase shall not result true and correct in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and all material respects on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) except to the extent necessary to keep the outstanding Loans of each Lender ratable with that such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties expressly relate solely to an earlier date (other than Added L/C Representations) contained in this Agreement which case such representations and the other Loan Documents are warranties shall have been true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate and is continuing;
other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such certificates increase; (ii) an opinion of resolutions or other actioncounsel to the Borrower and the Guarantors, incumbency certificates and/or other certificates and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of a Responsible Officer such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Sources: Credit Agreement (CommonWealth REIT)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $600,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof (or such other amounts as may be acceptable to the Administrative Agent and the Issuing Banks Borrower). The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions, subject to the Borrower’s approval (such which approval shall not be unreasonably withheld or delayed), as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be unreasonably withheld)approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, on the date it increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuingin existence on the effective date of such increase, (By) no the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment Loan Party is a party shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit true and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and correct on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate, partnership, or other necessary action taken by the Borrower to authorize such increase and is continuing;
(B) such certificates of resolutions all corporate, partnership, member or other action, incumbency certificates and/or other certificates necessary action taken by each Guarantor authorizing the guaranty of a Responsible Officer such increase; and (ii) at the request of the General Partner Administrative Agent, an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) except in the case of any Lender that has notified the Administrative Agent that it elects not to receive a Revolving Note, new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Revolving Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.19. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Sources: Credit Agreement (Pennsylvania Real Estate Investment Trust)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of request that the Administrative Agent agree to an increase in the aggregate amount of the Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $1,400,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent shall promptly notify the Borrower whether such request for an increase in the commitments has been accepted or rejected. If such request is accepted, the Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the Issuing Banks (allocations of the increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to be unreasonably withheld)increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement made or deemed made by the Borrower and the each other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing;
(B) such certificates of resolutions all corporate, partnership, member or other action, incumbency certificates and/or other certificates of a Responsible Officer of necessary action taken by each Guarantor authorizing the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity guaranty of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organizationincrease; and
(Cii) a favorable customary an opinion of counsel to WPZthe Borrower and the Guarantors, relating to such increase agreement, and addressed to the Administrative Agent and each Lender if the Lenders covering such matters as reasonably requested by the Administrative Agent or such Lenders.
Agent; and (iii) Any Borrower shall have new Revolving Notes executed by the optionBorrower, payable to any new Lenders and replacement Revolving Notes executed by agreement the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15. any Lender to (A) after consultation with becoming a party hereto shall execute such documents and agreements as the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing BankAgent may request.
Appears in 1 contract
Increase in Commitments. (i) WPZ shall have With the option, without the prior written consent of the LendersAgent, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval consent not to be unreasonably withheld, conditioned or delayed, the Borrower shall have the right to request increases in the aggregate amount of the Commitments by providing written notice to the Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases, the aggregate amount of the Commitments shall not exceed 600,000,000. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. (or such other amounts as may be acceptable to the Agent and the Borrower). In connection with any such increase in the Commitments, the amount of the Swingline Commitment shall increase by a proportionate amount, rounded to the next lowest integral multiple of $100,000. The Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders that desire to increase their Commitments and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment hereunder) prior to and (and, in each case, as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, increase the amount of its Commitment Percentage) determined after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders, at the Agent’s Head Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. The effectiveness of any increase of the Commitments under this Section is subject to the satisfaction of following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuingin existence on the effective date of such increase, (By) no the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment Loan Party is a party shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit true and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and correct on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects on and as of such earlier date), and (2z) no Default the Agent shall have received each of the following, in form and substance satisfactory to the Agent: (i) if not previously delivered to the Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing;
(B) such certificates of resolutions all corporate, partnership, member or other action, incumbency certificates and/or other certificates of a Responsible Officer of necessary action taken by each Guarantor authorizing the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity guaranty of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, increase; and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(Cii) a favorable customary an opinion of counsel to WPZthe Borrower and the Guarantors, relating to such increase agreement, and addressed to the Administrative Agent and each Lender if the Lenders covering such matters as reasonably requested by the Administrative Agent or such Lenders.
Agent; and (iii) Any Borrower shall have new Revolving Notes executed by the optionBorrower, payable to any new Lenders and replacement Revolving Notes executed by agreement the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment after giving effect to the applicable increase in the aggregate amount of the Commitments. In connection with any Lender increase in the aggregate amount of the Commitments pursuant to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of Section 2.15. any Lender becoming a party hereto shall execute such documents and agreements as an Issuing Bankthe Agent may reasonably request.
Appears in 1 contract
Sources: Revolving Credit Agreement (First Potomac Realty Trust)
Increase in Commitments. (i) WPZ Subject to satisfaction of the conditions set forth in this Section 2.17, the Borrower shall have the option, without right to increase the consent aggregate amount of the Lenders, from time to time to cause one or more increases Commitments (which may be in the Aggregate form of an increase to any existing Class of Commitments or Loans or the incurrence of a new Class of Commitments or Loans, including term loans) up to three (3) times by adding, subject providing written notice to the prior approval Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000. Each such increase in Commitments of the same Class, each as applicable, must be in an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 in excess thereof (or the maximum amount of the incremental Commitments available pursuant to this Section 2.17). The Administrative Agent Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the Issuing Banks (allocations of the increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be unreasonably withheld)paid for such increased Commitments. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender of a given Class becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment of a given Class or obtains a new Class of Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment of such Class or obtains a new Class of Commitment) (and as a condition thereto) purchase from the other Lenders of such Class its applicable Commitment Percentage of such Class (collectivelydetermined with respect to the Lenders’ respective Commitments of such Class, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to as applicable, and after giving effect to the increaseincrease of Commitments of such Class, as applicable) of any outstanding Loans of such Class, as applicable, by making available to the Administrative Agent for the account of such other Lenders of such Class, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans of such Class to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders of such Class under Section 2.4(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans of such Class. Notwithstanding the foregoing and any other provision of this Agreement to the contrary, the parties hereto agree that, in connection with any increase in Commitments under this Section, the Administrative Agent, the Borrower, and each relevant new or increasing Lender shall endeavor to make arrangements satisfactory to such parties to cause each such new or increasing Lender to temporarily hold risk participations in the outstanding Loans, of the applicable Class, of the other Lenders of such Class (rather than fund its Commitment Percentage of such Class of all outstanding Loans of such Class concurrently with the effectiveness of such increase of Commitments of such Class) with a view toward minimizing breakage costs and transfers of funds in connection with such increase of Commitments. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4 as a result of the prepayment of any such Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (w) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and exist on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1x) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, (y) payment of any and all fees required in connection with such increased Commitments and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing;
(B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor that is a party to the Guaranty authorizing the guaranty of such increase; and (ii) if requested by the Administrative Agent, incumbency certificates and/or other certificates an opinion of counsel to the Borrower and any Guarantor party to the Guaranty, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Notes executed by the Borrower, payable to any new Lenders and existing Lenders obtaining a Responsible Officer new Class of Commitment and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s applicable Class of Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of such Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.17 any Lender becoming a party hereto shall execute (1) such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority request and capacity of such Responsible Officer thereof authorized (2) provide to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause its name, address, tax identification number and/or such Lender other information as shall be necessary for the Administrative Agent to become comply with “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act. Each of the parties hereto hereby agrees that, upon the effectiveness of any incremental Commitments available pursuant to this Section 2.17, this Agreement shall be amended to the extent necessary to reflect the existence of such incremental Commitments and the Loans evidenced thereby, and any joinder agreement or cease amendment (each an “Incremental Joinder Agreement”) may, notwithstanding anything else herein to be an Issuing Bank under the contrary, without the consent of the other Lenders effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and the Borrower, to effect the provisions of this Section 2.17 (B) increase or decrease including any amendments that are not adverse to the Letter of Credit Commitment interests of any Lender that are made to effectuate changes necessary to enable any incremental Commitment (or Loan) that is intended to be of the same Class as an Issuing Bankany other Commitment (or Loan) in existence on the date of effectiveness thereof to be of such same Class, as applicable).
Appears in 1 contract
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), adding to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments, in each case, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld); provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,0001,800,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, and (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZthe Borrower, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.162.17) to the extent necessary to keep the outstanding Revolving Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ the Borrower shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner Borrower certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ the Borrower is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZthe Borrower, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders.
(iii) Any The Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Sources: Credit Agreement (WPX Energy, Inc.)
Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $625,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof (or, in each case, in such less amounts as may be acceptable to the Administrative Agent and the Issuing Banks (Borrower). The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such approval not increase in the Commitments so as to achieve a syndication of such increase reasonably satisfactory to the Administrative Agent and the Borrower, including the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be unreasonably withheld)approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders, in each case, as reasonably agreed to by the Administrative Agent and the Borrower. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. Each such purchase shall be deemed a prepayment of a Revolving Loan, and the Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1y) the representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower or any other Loan Documents are Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the Requisite Lenders in accordance with the provisions of Section 13.7., and (2z) no Default the Administrative Agent shall have received each of the following: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all corporate or other necessary action taken by the Borrower to authorize such increase, and is continuing;
(B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor authorizing the guaranty of such increase, incumbency certificates and/or other certificates in each case, in form and substance satisfactory to the Administrative Agent; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters with respect to the increase of the Commitments as reasonably requested by the Administrative Agent; and (iii) except in the case of a Responsible Officer Lender that has requested not to receive a Revolving Note, new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
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Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,500,000,000 less the amount of any voluntary reduction of the Commitments pursuant to Section 2.12. Each such increase in the Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the Issuing Banks (allocations of the increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to be unreasonably withheld)increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuingin existence on the effective date of such increase, (By) no the representations and warranties made or deemed made by the Parent, the Borrower or any other Loan Party in any Loan Document to which such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment Loan Party is a party shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit true and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and correct on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing;
(B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) if requested by the Administrative Agent, incumbency certificates and/or other certificates an opinion of a Responsible Officer counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such ▇▇▇▇▇▇’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.16. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
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Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing notice to the prior approval Agent; provided, however, that after giving effect to any such increases the aggregate amount of the Administrative Commitments shall not exceed $625,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent and the Issuing Banks (shall promptly notify each Lender of any such approval not request. No Lender shall be obligated in any way whatsoever to be unreasonably withheld), increase its Commitment. If a new Lender becomes a party to this Agreement one Agreement, or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders if any existing Lender agrees to increase their respective Commitments; provided however that: its Commitment, such Lender shall on the date it becomes a Lender hereunder (Aor in the case of an existing Lender, increases its Commitment) prior (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ relative Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Loans, by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section unless (x) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result is in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and existence on the effective date of such increase increase, (y) the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery Borrower can demonstrate to the Administrative Agent reasonable satisfaction of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and Agent that, before and after giving effect to such increase, the Borrower will be in compliance with Section 10.1. and (1z) the all representations and warranties (other than Added L/C Representations) contained in this Agreement and made or deemed made by the Borrower, any other Loan Documents Party or the Parent, in any Loan Document to which such Person is a party are (and will be) materially true and correct in all material respects on and as the effective date of the Increase Effective Date after giving effect to such increase, increase except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date, ) and (2) no Default or Event of Default exists except for changes in factual circumstances specifically and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer expressly permitted hereunder. In connection with any increase in the aggregate amount of the General Partner Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing request, (b) the identityAgent shall make appropriate arrangements so that the Borrower executes and delivers (which the Borrower agrees to do) a new or replacement Note, authority as appropriate, in favor of each new Lender, and capacity any existing Lender increasing its Commitment, in the amount of such Responsible Officer thereof authorized to act as a Responsible Officer Lender’s Commitment at the time of the effectiveness of the applicable increase in connection with such increase agreementthe aggregate amount of Commitments and (c) the Borrower shall, and shall cause each Subsidiary that owns any Collateral Property, to execute such documents documents, instruments and certifications agreements as the Administrative Agent may reasonably require deem necessary or appropriate to evidence that WPZ is validly existing and in good standing in its jurisdiction preserve, protect, or maintain the priority of, any Lien purported to be granted under any of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersCollateral Documents.
(iiib) Any Borrower shall have The following definition is inserted in Section 1.1 immediately after the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter definition of Credit Commitment of any Lender as an Issuing Bank."Commitment":
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Increase in Commitments. (i) WPZ The Borrower shall have the option, without the consent of the Lenders, from time right to time to cause one or more request increases in the Aggregate aggregate amount of the Commitments by adding, subject providing written notice to the prior approval Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $3,000,000,000 less the amount of any voluntary reduction of the Commitments pursuant to Section 2.12. Each such increase in the Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the Issuing Banks (allocations of the increase in the Commitments among such approval not existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to be unreasonably withheld)increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement one in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more financial institutions if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (collectively, determined with respect to the “New Lenders”) or by allowing one or more Lenders to increase their ’ respective Commitments; provided however that: (A) prior to Commitments and after giving effect to the increaseincrease of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuingin existence on the effective date of such increase, (By) no the representations and warranties made or deemed made by the Parent, the Borrower or any other Loan Party in any Loan Document to which such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment Loan Party is a party shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit true and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and correct on the effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they were such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (2z) no Default the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Event Assistant Secretary of Default exists (A) all partnership or other necessary action taken by the Borrower to authorize such increase and is continuing;
(B) such certificates of resolutions all corporate, partnership, member or other actionnecessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) if requested by the Administrative Agent, incumbency certificates and/or other certificates an opinion of a Responsible Officer counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the General Partner effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.16. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such Lendersrequest.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
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Increase in Commitments. Following the Effective Date, the Administrative Borrower shall have the right upon one or more occasions by written notice to the Administrative Agent (a “Commitment Increase Notice”) to request an increase in the aggregate Commitment (the amount of increase requested on any occasion being referred to herein as the “Increase Amount”), in an aggregate amount of up to US$250,000,000 for all such increases, to a maximum aggregate Commitment of US$1,250,000,000 (less the aggregate amount of any Commitment reductions pursuant to Section 2.8); provided that at the time of the Commitment Increase Notice and at the time such request would become effective (i) WPZ no Default has occurred and is continuing or would exist after giving effect to such increase in the Commitment, and (ii) the Administrative Borrower will be in pro forma compliance with the covenant in Section 6.7 after giving effect to any funding in connection with such increase in the Commitment. The Commitment Increase Notice shall be delivered by the Administrative Agent to the Lenders and shall specify a time period selected by the Administrative Borrower within which each Lender is requested to respond to such Commitment Increase Notice (which shall in no event be less than ten Business Days from the date of delivery of such Commitment Increase Notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, the amount of such increase. Any such Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the option, without Administrative Borrower and each Lender of such other Lender’s responses to each request made hereunder. After the consent expiration of the time period set forth in the Commitment Increase Notice or receipt by the Administrative Agent of responses to the Commitment Increase Notice from each of the Lenders, from time then the Administrative Borrower may, to time to cause achieve the full amount of the requested increase in the Commitments, invite one or more increases in other Persons (other than individuals) (an “Additional Lender”) that have agreed to provide all or any portion of the Aggregate Commitments by adding, subject Increase Amount and that are acceptable to the prior approval each of the Administrative Agent Agent, Swingline Lender and the Issuing Banks Bank (such approval consent not to be unreasonably withheld), withheld or delayed) (it being agreed that any Lender as of the date of the Commitment Increase Notice would be acceptable) and such Persons may be admitted as a Lender party to this Agreement one or more financial institutions as Lenders (collectively, in accordance with the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event provisions of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase Section 10.4(e). None of any Borrower Sublimit and (E) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which joint lead arrangers or any other Lender shall indicate have any obligation or other commitment to provide all or any portion of the amount and allocation Increase Amount. No consent of any Lender (other than any Lender providing a portion of the Increase Amount) shall be required to give effect to the Increase Amount. Any such increase in the Aggregate Commitments Commitment shall become effective upon written notice by the Administrative Agent (which shall be promptly delivered by the Administrative Agent) to the Administrative Borrower and the Lenders specifying the effective date of such increase in Commitment, together with a revised Schedule 2.1 stating the new Commitment, and, in respect thereof, the Commitment of each Additional Lender, the respective continuing Commitment of the other Lenders and the new Revolving Credit Exposure of the Lenders. Upon the effective date of the increased Commitment, each Additional Lender shall make all (if any) such payments to the “Increase Effective Date”)Administrative Agent for distribution to the other Lenders as may be necessary to result in the respective Revolving Loans held by such Additional Lender and the other Lenders being equal to such applicable Lender’s Applicable Percentage of the aggregate principal amount of all Revolving Loans outstanding as of such date. Each financial institution The Administrative Borrower hereby agrees that becomes any Additional Lender so paying any such amount to the other Lenders pursuant to the preceding sentence shall be entitled to all the rights of a New Lender having Commitments hereunder in respect of such amounts, that such payments to such other Lenders shall thereafter constitute Revolving Loans made by such Additional Lender hereunder and that such Additional Lender may exercise all of its right of payment with respect to such amounts as fully as if such Additional Lender had initially advanced to the Administrative Borrower directly the amount of such payments. If any such adjustment payments pursuant to the preceding sentences of this Section 2.22 are made by an Additional Lender to other Lenders at a time other than the end of an Interest Period in the case of all or any portion of Revolving Loans constituting Eurocurrency Loans, CDOR Rate Loans or EURIBOR Loans, the Administrative Borrower shall pay to each of the Lenders receiving any such payment, at the time that such payment is made pursuant to this Section 2.22, the amount that would be required to be paid by the execution and delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required Borrower pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with 2.15 had such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested payments been made directly by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties (other than Added L/C Representations) contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Administrative Agent or such LendersBorrower.
(iii) Any Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit Commitment of any Lender as an Issuing Bank.
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