Increase in Commitments. The Company may, at any time after the Closing Date by notice to the Administrative Agent, propose an increase in the total Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, with the approval of the Administrative Agent (not to be unreasonably withheld). Such notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (iii) the date on which such Commitment Increase is to be effective (a “Commitment Increase Date”) (which shall be a Business Day at least five Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date). Each Commitment Increase shall be subject to the following additional conditions: (i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any Commitment Increase shall be in a minimum amount of at least $25,000,000; (ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000; (iii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $2,000,000,000; (iv) no Default has occurred and is continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and (v) the representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, if there are Loans then outstanding, each applicable Borrower shall simultaneously (i) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new Loans from all the Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lender.
Appears in 3 contracts
Sources: 364 Day Credit Agreement (American International Group Inc), 364 Day Credit Agreement (American International Group Inc), Credit Agreement (American International Group Inc)
Increase in Commitments. The Company may(a) Following the Effective Date, the Borrower may at any time after and from time to time increase the Closing Date by notice to the Administrative Agent, propose an increase in the total Multi-Year Facility Commitments hereunder (each such proposed increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) either by having a Lender increase its Commitment then in effect (each an the “Increasing LenderLender(s)”) or and/or any other Person(s) selected by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, with the approval of Borrower and reasonably acceptable to the Administrative Agent (not the “Assuming Lender(s)”) that have agreed to be unreasonably withheld). Such notice shall specify (iprovide the additional Commitment(s) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (iii) the date on which such Commitment Increase increase is to be effective (a the “Commitment Increase Date”) (), which shall be a Business Day at least five Business Days (5) days after delivery of such notice and 30 days prior to the Multi-Year Facility Commitment Termination Date). Each Commitment Increase shall be subject to the following additional conditions; provided that:
(i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any Commitment Increase shall be in a minimum aggregate amount of at least $25,000,000;
(ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,00010,000,000;
(iiiii) immediately after giving effect to any such Commitment Increase, the total Multi-Year Facility Commitments hereunder shall not exceed $2,000,000,000850,000,000;
(iviii) no Event of Default has shall have occurred and is be continuing on the relevant such Commitment Increase Date or shall result from any the Commitment Increase; and
(viv) the representations and warranties of the Loan Parties set forth contained in this Agreement and the other Loan Documents Article III shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Each Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase (Date and the increase Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment of each Increasing Lender and/or Increase and any other legal matters relating to the new Borrower, this Agreement or the Commitment of Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative AgentAgent shall have received, on or prior to 9:00 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (aan “Assumption Agreement”) a certificate of a Responsible Officer stating that duly executed by such Assuming Lender and consented to by the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, in form and substance satisfactory to the Company Borrower and the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, pursuant on or prior to which10:00 a.m., effective as of New York City time, on such Commitment Increase Date, each confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such Increasing confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender and/or such Assuming Lender, as applicable, shall provide that it is increasing its Commitment hereunder, together with the certificates referred to in clause (or b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an increase of its Commitment, as applicable), duly Assumption Agreement executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such certificate Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Responsible OfficerAssumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and notify the Lenders (including, if applicable, each including any Assuming Lender)Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On each the date of such Commitment Increase DateIncrease, if there are Loans then outstandingthe Borrower shall, each applicable Borrower shall simultaneously (i) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request extent necessary to borrow new Loans from all the Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, ensure the Loans are held ratably by the Lenders in accordance with their the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be ) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such Lenderprepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16.
Appears in 3 contracts
Sources: Credit Agreement (National Fuel Gas Co), Credit Agreement (National Fuel Gas Co), Credit Agreement (National Fuel Gas Co)
Increase in Commitments. (a) The Company may, Borrower shall have the right at any time and from time to time after the Closing Date by notice and prior to the Administrative Agent, propose an date that is thirty (30) days prior to the Facility Termination Date to increase in the total Commitments hereunder Aggregate Commitment (each such proposed increase being a “Commitment Increase”) ), either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having adding as a Lender with a new Commitment hereunder a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, case with the approval of the Administrative Agent (such approval not to be unreasonably withheld). Such , which notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to assumed by each such Increasing Lender or Assuming Lender Lender, and (iii) the date on which such Commitment Increase increase is to be effective (a the “Commitment Increase Date”) (), which shall be a Business Day at least five three (3) Business Days after delivery of such notice notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and 30 days prior any election to the Commitment Termination Date). Each Commitment Increase do so shall be subject to in the following additional conditions:
sole discretion of each Lender; provided further that: (i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any such request for a Commitment Increase shall be in a minimum amount of at least $25,000,000;
25,000,000 or a higher integral multiple of $1,000,000; (ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder Aggregate Commitment shall not exceed $2,000,000,000;
450,000,000 and the aggregate amount of all Commitment Increases shall not exceed $150,000,000; (iii) the sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall not exceed the requested Commitment Increase; (iv) no Default has or Unmatured Default shall have occurred and is be continuing on the relevant applicable Commitment Increase Date or shall result from any Commitment Increase; and
and (v) the representations and warranties of the Loan Parties set forth contained in this Agreement and the Article 5 (other Loan Documents than in Section 5.5) shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific specified date, as of such specific date). .
(b) Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date upon receipt a certificate of an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in Section 2.20(a) has been satisfied and attaching the resolutions adopted by the Borrower approving or consenting to such Commitment Increase;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the Assuming Lender, the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 9:00 a.m., New York City time, 10:00 a.m. on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, confirmation in form and substance writing satisfactory to the Company and the Administrative AgentAgent as to its increased Commitment, pursuant to which, effective as with a copy of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase confirmation to the Company and the Lenders Borrower.
(including, if applicable, each Assuming Lender). c) On each Commitment Increase Date, if there are Loans then outstanding, each Date upon such time as the applicable Borrower shall simultaneously (iconditions set forth in Sections 2.20(a) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new Loans from all the Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lender.2.20
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement
Increase in Commitments. (a) The Company may, Borrower may at any time after propose that the Closing Date by notice to the Administrative Agent, propose an increase in the total Aggregate Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, with the approval of by notice to the Administrative Agent specifying the existing Lender(s) (not to the “Increasing Lender(s)”) and/or the additional lenders (the “Assuming Lender(s)”) that will be unreasonably withheld). Such notice shall specify (iproviding the additional Commitment(s) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (iii) the date on which such Commitment Increase increase is to be effective (a the “Commitment Increase Date”) (), which shall be a Business Day at least five three Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date). Each Commitment Increase shall be subject to the following additional conditions; provided that:
(i) unless the Administrative Agent otherwise agrees, the Commitment minimum aggregate amount of any Assuming Lender as part of any each proposed Commitment Increase shall be $5,000,000 in a minimum amount the case of at least $25,000,000an Assuming Lender or an Increasing Lender;
(ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any such Commitment Increase, the total Aggregate Revolving Credit Commitments hereunder shall not exceed $2,000,000,000700,000,000;
(iviii) no Event of Default has shall have occurred and is be continuing on the relevant such Commitment Increase Date or shall result from any the proposed Commitment Increase; and
(viv) the representations and warranties of the Loan Parties set forth contained in this Agreement Section 5 and in the other Loan Documents shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific date, as of such specific date). Each .
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase (Date and the increase of the Commitment of each any Increasing Lender and/or and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the new Administrative Agent shall have received on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this subsection has been satisfied;
(ii) with respect to each Assuming Lender, as applicablethe Administrative Agent shall have received, resulting therefrom) shall become effective as of the relevant on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date upon receipt Date, an assumption agreement in substantially the form of Exhibit C (an “Assumption Agreement”) duly executed by such Assuming Lender and the Borrower and acknowledged by the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(ac) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificate referred to in clause (b)(i) above, the Administrative Agent shall (A) record the information contained therein in the Register and (B) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Responsible Officer stating Commitment Increase as aforesaid, such Lender will be under no obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit C, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the conditions Administrative Agent shall have received notice from the Borrower as to any agreement with respect to such a Commitment Increase under this Section have been satisfied on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) an agreementabove shall have occurred by 9:00 a.m., in form and substance satisfactory to the Company and the Administrative AgentNew York City time, pursuant to which, effective as of on such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and notify the Lenders (including, if applicable, each including any Assuming Lender)Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On each the date of such Commitment Increase DateIncrease, if there are Loans then outstanding, each applicable the Borrower shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase (if any) in accordance with Section 2.08 and full, (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to simultaneously borrow new Revolving Credit Loans from all the Lenders (includinghereunder in an amount equal to such prepayment, if applicable, any Assuming Lender) such so that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Lenders in accordance with their the respective Revolving Credit Commitments of such Lenders (after giving effect to such Commitment Increase). Notwithstanding anything herein ) and (iii) pay to the contraryLenders the amounts, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lenderif any, payable under subsection 3.11.
Appears in 2 contracts
Sources: Credit Agreement (Henry Schein Inc), Credit Agreement (Henry Schein Inc)
Increase in Commitments. (a) The Company may, Borrower may at any time after propose that the Closing Date by notice to the Administrative Agent, propose an increase in the total Aggregate Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, with the approval of by notice to the Administrative Agent specifying the existing Lender(s) (not to the “Increasing Lender(s)”) and/or the additional lenders (the “Assuming Lender(s)”) that will be unreasonably withheld). Such notice shall specify (iproviding the additional Commitment(s) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (iii) the date on which such Commitment Increase increase is to be effective (a the “Commitment Increase Date”) (), which shall be a Business Day at least five three Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date). Each Commitment Increase shall be subject to the following additional conditions; provided that:
(i) unless the Administrative Agent otherwise agrees, the Commitment minimum aggregate amount of any Assuming Lender as part of any each proposed Commitment Increase shall be $5,000,000 in a minimum amount the case of at least $25,000,000an Assuming Lender or an Increasing Lender;
(ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any such Commitment Increase, the total Aggregate Revolving Credit Commitments hereunder shall not exceed $2,000,000,000500,000,000;
(iviii) no Event of Default has shall have occurred and is be continuing on the relevant such Commitment Increase Date or shall result from any the proposed Commitment Increase; and
(viv) the representations and warranties of the Loan Parties set forth contained in this Agreement Section 5 and in the other Loan Documents shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific date, as of such specific date). Each .
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase (Date and the increase of the Commitment of each any Increasing Lender and/or and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the new Administrative Agent shall have received on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this subsection has been satisfied;
(ii) with respect to each Assuming Lender, as applicablethe Administrative Agent shall have received, resulting therefrom) shall become effective as of the relevant on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date upon receipt Date, an assumption agreement in substantially the form of Exhibit C (an “Assumption Agreement”) duly executed by such Assuming Lender and the Borrower and acknowledged by the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(ac) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificate referred to in clause (b)(i) above, the Administrative Agent shall (A) record the information contained therein in the Register and (B) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Responsible Officer stating Commitment Increase as aforesaid, such Lender will be under no obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit C, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the conditions Administrative Agent shall have received notice from the Borrower as to any agreement with respect to such a Commitment Increase under this Section have been satisfied on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) an agreementabove shall have occurred by 9:00 a.m., in form and substance satisfactory to the Company and the Administrative AgentNew York City time, pursuant to which, effective as of on such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and notify the Lenders (including, if applicable, each including any Assuming Lender)Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On each the date of such Commitment Increase DateIncrease, if there are Loans then outstanding, each applicable the Borrower shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase (if any) in accordance with Section 2.08 and full, (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to simultaneously borrow new Revolving Credit Loans from all the Lenders (includinghereunder in an amount equal to such prepayment, if applicable, any Assuming Lender) such so that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Lenders in accordance with their the respective Revolving Credit Commitments of such Lenders (after giving effect to such Commitment Increase). Notwithstanding anything herein ) and (iii) pay to the contraryLenders the amounts, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lenderif any, payable under subsection 3.11.
Appears in 2 contracts
Sources: Credit Agreement (Henry Schein Inc), Credit Agreement (Henry Schein Inc)
Increase in Commitments. The Company may, at (a) At any time after the Closing Date Date, the Borrower may, by written notice to the Administrative Agent, propose request that the Total Commitment be increased by an amount not to exceed $50,000,000 in the aggregate for all such increases from the Closing Date until the Maturity Date, provided that no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase. The Administrative Agent shall deliver a copy of such request to each Lender. The Borrower shall set forth in such request the amount of the requested increase in the total Commitments hereunder Total Commitment (which shall be in minimum increments of $10,000,000 and a minimum amount of $10,000,000) 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 that, in any event, must be at least 60 days prior to the Maturity Date). The Borrower may offer to each Lender the opportunity to increase its Commitment by its Percentage of the proposed increased amount and/or the Borrower may arrange for one or more banks or other entities that are Eligible Assignees (each such proposed increase Person so agreeing being a an “Commitment IncreaseAugmenting Lender”) ). Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either by having a Lender agree to increase its Commitment then in effect by all or a portion of the offered amount (each such Lender so agreeing being an “Increasing Lender”) or by having decline to increase its Commitment (and any such Lender that does not deliver such a Person which is not then notice within such period of 10 days shall be deemed to have declined to increase its Commitment and each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). Each Augmenting Lender become a party hereto shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender with a new Commitment hereunder hereunder. Any increase in the Total Commitment may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.
(each an “Assuming Lender”), in each case, with b) Each of the approval of parties hereto agrees that the Administrative Agent (not may take any and all actions as may be reasonably necessary to be unreasonably withheld). Such notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (iii) the date on which such Commitment Increase is to be effective (a “Commitment Increase Date”) (which shall be a Business Day at least five Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date). Each Commitment Increase shall be subject to the following additional conditions:
(i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any Commitment Increase shall be in a minimum amount of at least $25,000,000;
(ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately ensure that after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $2,000,000,000;
(iv) no Default has occurred and is continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and
(v) the representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (or, increase in the case of such representations and warranties qualified as Total Commitment pursuant to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable3.2(b), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, if there are Loans then outstanding, each applicable Borrower shall simultaneously (i) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (iiif any) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new Loans from all the Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, the Loans are held ratably by the Lenders with Commitments in accordance with their new Percentages. This may be accomplished at the discretion of the Administrative Agent: (w) by requiring the outstanding Loans to be prepaid with the proceeds of new Borrowings; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Loans to Increasing Lenders and Augmenting Lenders; (y) by permitting the Borrowings outstanding at the time of any increase in the Total Commitment pursuant to this Section 3.2(b) to remain outstanding until the last days of the respective Commitments Interest Periods therefor, even though the Lenders would hold such Borrowings other than in accordance with their new Percentages; or (after giving effect to such Commitment Increase)z) by any combination of the foregoing. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so Any prepayment or assignment described in this paragraph (ii) shall be subject to Section 2.7 hereof but otherwise without premium or penalty. In addition, in connection with any increase in the sole discretion of such LenderTotal Commitment pursuant to this Section the Administrative Agent may, in consultation with the Borrower, appoint any Lender as a Syndication Agent, Documentation Agent, Co-Agent or other similar title.
Appears in 1 contract
Sources: Credit Agreement (DPL Inc)
Increase in Commitments. (a) The Company may, Parent Borrower may at any time after propose that the Closing Date by notice to the Administrative Agent, propose an increase in the total Aggregate Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) either by having a Lender increase its Commitment then in effect (each an the “Increasing LenderLender(s)”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, with and/or the approval of additional lenders reasonably satisfactory to the Administrative Agent (not to the “Assuming Lender(s)”) that will be unreasonably withheld). Such notice shall specify (iproviding the additional Commitment(s) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (iii) the date on which such Commitment Increase increase is to be effective (a the “Commitment Increase Date”) (), which shall be a Business Day at least five three Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date). Each Commitment Increase shall be subject to the following additional conditions; provided that:
(i) unless the Administrative Agent otherwise agrees, the Commitment minimum aggregate amount of any Assuming Lender as part of any each proposed Commitment Increase shall be $5,000,000 in a minimum amount the case of at least $25,000,000an Assuming Lender or an Increasing Lender;
(ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any such Commitment Increase, the total Aggregate Revolving Credit Commitments hereunder shall not exceed $2,000,000,0001,000,000,000;
(iviii) no Event of Default has shall have occurred and is be continuing on the relevant such Commitment Increase Date or shall result from any the proposed Commitment Increase; and
(viv) the representations and warranties of the Loan Parties set forth contained in this Agreement Section 5 and in the other Loan Documents shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific date, as of such specific date). Each .
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase (Date and the increase of the Commitment of each any Increasing Lender and/or and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the new Administrative Agent shall have received on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date a certificate of a duly authorized officer of the Parent Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this subsection has been satisfied;
(ii) with respect to each Assuming Lender, as applicablethe Administrative Agent shall have received, resulting therefrom) shall become effective as of the relevant on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date upon receipt Date, an assumption agreement in substantially the form of Exhibit C (an “Assumption Agreement”) duly executed by such Assuming Lender and the Parent Borrower and acknowledged by the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Parent Borrower.
(ac) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificate referred to in clause (b)(i) above, the Administrative Agent shall (A) record the information contained therein in the Register and (B) give prompt notice thereof to the Parent Borrower; provided that absent such Lender’s confirmation of such a Responsible Officer stating Commitment Increase as aforesaid, such Lender will be under no obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit C, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Parent Borrower.
(d) In the event that the conditions Administrative Agent shall have received notice from the Parent Borrower as to any agreement with respect to such a Commitment Increase under this Section have been satisfied on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) an agreementabove shall have occurred by 9:00 a.m., in form and substance satisfactory to the Company and the Administrative AgentNew York City time, pursuant to which, effective as of on such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and notify the Lenders (including, if applicable, each including any Assuming Lender)Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On each the date of such Commitment Increase DateIncrease, if there are Loans then outstanding, each applicable Borrower the relevant Borrowers shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase (if any) in accordance with Section 2.08 and full, (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to simultaneously borrow new Revolving Credit Loans from all the Lenders (includinghereunder in an amount equal to such prepayment, if applicable, any Assuming Lender) such so that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Lenders in accordance with their the respective Revolving Credit Commitments of such Lenders (after giving effect to such Commitment Increase). Notwithstanding anything herein ) and (iii) pay to the contraryLenders the amounts, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lenderif any, payable under subsection 3.11.
Appears in 1 contract
Sources: Credit Agreement (Henry Schein Inc)
Increase in Commitments. The Company may, at any time after the Closing Date by notice to the Administrative Agent, propose an increase in the total Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, with the approval of the Administrative Agent (not to be unreasonably withheld); provided that each Assuming Lender shall be a NAIC Approved Bank or any other Person which shall have in effect a Confirming Bank Agreement or Limited Fronting Lender Agreement, in each case, with a Person or Lender, as applicable, which is a NAIC Approved Bank. Such notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (iii) the date on which such Commitment Increase is to be effective (a “Commitment Increase Date”) (which shall be a Business Day at least five Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date). Each Commitment Increase shall be subject to the following additional conditions:
(i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any Commitment Increase shall be in a minimum amount of at least $25,000,000;
(ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $2,000,000,000;
(iv) no Default has occurred and is continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and
(v) the representations and warranties of the Loan Parties Company set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, of (a) a certificate of a Responsible Officer of the Company stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers Company and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, if there are Loans then outstanding, each applicable Borrower shall simultaneously (i) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new Loans from all the Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lender.
Appears in 1 contract
Sources: Letter of Credit and Reimbursement Agreement (American International Group Inc)
Increase in Commitments. (a) The Company may, Borrower shall have the right at any time and from time to time after the Closing Date by notice and prior to the Administrative Agent, propose an date that is thirty (30) days prior to the Facility Termination Date to increase in the total Commitments hereunder Aggregate Commitment (each such proposed increase being a “Commitment Increase”) ), either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having adding as a Lender with a new Commitment hereunder a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, case with the approval of the Administrative Agent (such approval not to be unreasonably withheld). Such , which notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to assumed by each such Increasing Lender or Assuming Lender Lender, and (iii) the date on which such Commitment Increase increase is to be effective (a the “Commitment Increase Date”) (), which shall be a Business Day at least five three (3) Business Days after delivery of such notice notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and 30 days prior any election to the Commitment Termination Date). Each Commitment Increase do so shall be subject to in the following additional conditions:
sole discretion of each Lender; provided further that: (i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any such request for a Commitment Increase shall be in a minimum amount of at least $25,000,000;
25,000,000 or a higher integral multiple of $1,000,000; (ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder Aggregate Commitment shall not exceed $2,000,000,000;
450,000,000 and the aggregate amount of all Commitment Increases shall not exceed $150,000,000; (iii) the sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall not exceed the requested Commitment Increase; (iv) no Default has or Unmatured Default shall have occurred and is be continuing on the relevant applicable Commitment Increase Date or shall result from any Commitment Increase; and
and (v) the representations and warranties of the Loan Parties set forth contained in this Agreement and the Article 5 (other Loan Documents than in Section 5.5) shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific specified date, as of such specific date). .
(b) Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date upon receipt a certificate of an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in Section 2.20(a) has been satisfied and attaching the resolutions adopted by the Borrower approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the Assuming Lender, the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 9:00 a.m., New York City time, 10:00 a.m. on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, confirmation in form and substance writing satisfactory to the Company and the Administrative AgentAgent as to its increased Commitment, pursuant to which, effective as with a copy of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase confirmation to the Company and the Lenders Borrower.
(including, if applicable, each Assuming Lender). c) On each Commitment Increase Date, if there are Loans then outstanding, each Date upon such time as the applicable Borrower shall simultaneously (iconditions set forth in Sections 2.20(a) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new Loans from all the Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lender.2.20
Appears in 1 contract
Sources: Credit Agreement (Idacorp Inc)
Increase in Commitments. (a) The Company may, Borrower shall have the right at any time and from time to time after the Closing Date by notice and prior to the Administrative Agent, propose an date that is thirty (30) days prior to the Facility Termination Date to increase in the total Commitments hereunder Aggregate Commitment (each such proposed increase increased being a “"Commitment Increase”) "), either by having a Lender increase its Commitment then in effect (each an “"Increasing Lender”") or by having adding as a Lender with a new Commitment hereunder a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “"Assuming Lender”"), in each case, case with the approval of the Administrative Agent (such approval not to be unreasonably withheld). Such , which notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to assumed by each such Increasing Lender or Assuming Lender Lender, and (iii) the date on which such Commitment Increase increase is to be effective (a “the "Commitment Increase Date”) ("), which shall be a Business Day at least five three (3) Business Days after delivery of such notice notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and 30 days prior any election to the Commitment Termination Date). Each Commitment Increase do so shall be subject to in the following additional conditions:
sole discretion of each Lender; provided further that: (i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any such request for a Commitment Increase shall be in a minimum amount of at least $25,000,000;
25,000,000 or a higher integral multiple of $1,000,000; (ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder Aggregate Commitment shall not exceed $2,000,000,000;
150,000,000; (iviii) no Default has or Unmatured Default shall have occurred and is be continuing on the relevant applicable Commitment Increase Date or shall result from any Commitment Increase; and
and (viv) the representations and warranties of the Loan Parties set forth contained in this Agreement and the Article 5 (other Loan Documents than in Section 5.5) shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific specified date, as of such specific date). .
(b) Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date upon receipt a certificate of an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in Section 2.20(a) has been satisfied and attaching the resolutions adopted by the Borrower approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the Assuming Lender, the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 9:00 a.m., New York City time, 10:00 a.m. on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, confirmation in form and substance writing satisfactory to the Company and the Administrative AgentAgent as to its increased Commitment, pursuant to which, effective as with a copy of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase confirmation to the Company and the Lenders Borrower.
(including, if applicable, each Assuming Lender). c) On each Commitment Increase DateDate upon such time as the applicable conditions set forth in Section 2.20(a) and 2.20(b) have been satisfied, if there are Loans then outstanding, each applicable the Borrower shall simultaneously (i) prepay the then outstanding Advances (if any) in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant such Commitment Increase in accordance with Section 2.08 and Increase, (ii) at such Borrower’s option in accordance with this Agreementif the Borrower shall so request, such Borrower may request to borrow new Loans Advances from all the Lenders (including, if applicable, including any Assuming Lender) in an aggregate amount at least equal to such prepayment, so that, after giving effect thereto, the Loans Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Notwithstanding anything herein ) and (iii) pay to the contrary, no Lender shall have Lenders any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lenderfunding indemnification amounts required by Section 3.4.
Appears in 1 contract
Sources: Credit Agreement (Idaho Power Co)
Increase in Commitments. (a) The Company may, Borrower may at any time after and from time to time increase the Closing Date by notice to the Administrative Agent, propose an increase in the total Multi-Year Facility Commitments hereunder (each such proposed increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) either by having a Lender increase its Commitment then in effect (each an the “Increasing LenderLender(s)”) or and/or any other Person(s) selected by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, with the approval of Borrower and reasonably acceptable to the Administrative Agent (not the “Assuming Lender(s)”) that have agreed to be unreasonably withheld). Such notice shall specify (iprovide the additional Commitment(s) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (iii) the date on which such Commitment Increase increase is to be effective (a the “Commitment Increase Date”) (), which shall be a Business Day at least five Business Days (5) days after delivery of such notice and 30 days prior to the Commitment Termination Date). Each Commitment Increase shall be subject to the following additional conditions; provided that:
(i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any Commitment Increase shall be in a minimum aggregate amount of at least $25,000,000;
(ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,00010,000,000;
(iiiii) immediately after giving effect to any such Commitment Increase, the total Multi-Year Facility Commitments hereunder shall not exceed $2,000,000,000350,000,000;
(iviii) no Event of Default has shall have occurred and is be continuing on the relevant such Commitment Increase Date or shall result from any the Commitment Increase; and
(viv) the representations and warranties of the Loan Parties set forth contained in this Agreement and the other Loan Documents Article III shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Each Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase (Date and the increase of the Commitment of each any Increasing Lender and/or and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the new Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied;
(ii) with respect to each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative AgentAgent shall have received, on or prior to 9:00 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (aan “Assumption Agreement”) a certificate of a Responsible Officer stating that duly executed by such Assuming Lender and consented to by the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, in form and substance satisfactory to the Company Borrower and the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, pursuant on or prior to which10:00 a.m., effective as of New York City time, on such Commitment Increase Date, each confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such Increasing confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender and/or such Assuming Lender, as applicable, shall provide that it is increasing its Commitment hereunder, together with the certificate referred to in clause (or b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an increase of its Commitment, as applicable), duly Assumption Agreement executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or an Assuming Lender, together with the certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such certificate Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Responsible OfficerAssumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and notify the Lenders (including, if applicable, each including any Assuming Lender)Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On each the date of such Commitment Increase DateIncrease, if there are Loans then outstandingthe Borrower shall, each applicable Borrower shall simultaneously (i) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request extent necessary to borrow new Loans from all the Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, ensure the Loans are held ratably by the Lenders in accordance with their the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be ) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such Lenderprepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.14.
Appears in 1 contract
Increase in Commitments. (a) The Company may, Borrower shall have the right at any time and from time to time after the Closing Date by notice and prior to the Administrative Agent, propose an date that is thirty (30) days prior to the Facility Termination Date to increase in the total Commitments hereunder Aggregate Commitment (each such proposed increase being a “Commitment Increase”) ), either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having adding as a Lender with a new Commitment hereunder a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, case with the approval of the Administrative Agent Agent, each LC Issuer and the Swingline Lender (such approval not to be unreasonably withheld). Such , which notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to assumed by each such Increasing Lender or Assuming Lender Lender, and (iii) the date on which such Commitment Increase increase is to be effective (a the “Commitment Increase Date”) (), which shall be a Business Day at least five three (3) Business Days after delivery of such notice notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and 30 days prior any election to the Commitment Termination Date). Each Commitment Increase do so shall be subject to in the following additional conditions:
sole discretion of each Lender; provided further that: (i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any such request for a Commitment Increase shall be in a minimum amount of at least $25,000,000;
10,000,000 or a higher integral multiple of $1,000,000; (ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder Aggregate Commitment shall not exceed $2,000,000,000;
150,000,000 and the aggregate amount of all Commitment Increases shall not exceed $50,000,000; (iii) the sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall not exceed the requested Commitment Increase; (iv) no Default has or Unmatured Default shall have occurred and is be continuing on the relevant applicable Commitment Increase Date or shall result from any Commitment Increase; and
and (v) the representations and warranties of the Loan Parties set forth contained in this Agreement and the Article 5 (other Loan Documents than in Section 5.5) shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific specified date, as of such specific date). .
(b) Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date upon receipt a certificate of an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in Section 2.20(a) has been satisfied and attaching the resolutions adopted by the Borrower approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the Assuming Lender, the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 9:00 a.m., New York City time, 10:00 a.m. on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, confirmation in form and substance writing satisfactory to the Company and the Administrative AgentAgent as to its increased Commitment, pursuant to which, effective as with a copy of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase confirmation to the Company and the Lenders Borrower.
(including, if applicable, each Assuming Lender). c) On each Commitment Increase Date, if there are Loans then outstanding, each Date upon such time as the applicable Borrower shall simultaneously (iconditions set forth in Sections 2.20(a) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new Loans from all the Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lender.2.20
Appears in 1 contract
Sources: Credit Agreement (Idaho Power Co)
Increase in Commitments. (a) The Company may, Borrower shall have the right at any time and from time to time after the Closing Date by notice and prior to the Administrative Agent, propose an date that is thirty (30) days prior to the Facility Termination Date to increase in the total Commitments hereunder Aggregate Commitment (each such proposed increase increased being a “Commitment Increase”) ), either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having adding as a Lender with a new Commitment hereunder a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, case with the approval of the Administrative Agent (such approval not to be unreasonably withheld). Such , which notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to assumed by each such Increasing Lender or Assuming Lender Lender, and (iii) the date on which such Commitment Increase increase is to be effective (a the “Commitment Increase Date”) (), which shall be a Business Day at least five three (3) Business Days after delivery of such notice notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and 30 days prior any election to the Commitment Termination Date). Each Commitment Increase do so shall be subject to in the following additional conditions:
sole discretion of each Lender; provided further that: (i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any such request for a Commitment Increase shall be in a minimum amount of at least $25,000,000;
25,000,000 or a higher integral multiple of $1,000,000; (ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder Aggregate Commitment shall not exceed $2,000,000,000;
450,000,000; (iviii) no Default has or Unmatured Default shall have occurred and is be continuing on the relevant applicable Commitment Increase Date or shall result from any Commitment Increase; and
and (viv) the representations and warranties of the Loan Parties set forth contained in this Agreement and the Article 5 (other Loan Documents than in Section 5.5) shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific specified date, as of such specific date). .
(b) Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date upon receipt a certificate of an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in Section 2.20(a) has been satisfied and attaching the resolutions adopted by the Borrower approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the Assuming Lender, the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 9:00 a.m., New York City time, 10:00 a.m. on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, confirmation in form and substance writing satisfactory to the Company and the Administrative AgentAgent as to its increased Commitment, pursuant to which, effective as with a copy of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase confirmation to the Company and the Lenders Borrower.
(including, if applicable, each Assuming Lender). c) On each Commitment Increase DateDate upon such time as the applicable conditions set forth in Section 2.20(a) and 0 have been satisfied, if there are Loans then outstanding, each applicable the Borrower shall simultaneously (i) prepay the then outstanding Advances (if any) in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant such Commitment Increase in accordance with Section 2.08 and Increase, (ii) at such Borrower’s option in accordance with this Agreementif the Borrower shall so request, such Borrower may request to borrow new Loans Advances from all the Lenders (including, if applicable, including any Assuming Lender) in an aggregate amount at least equal to such prepayment, so that, after giving effect thereto, the Loans Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Notwithstanding anything herein ) and (iii) pay to the contrary, no Lender shall have Lenders any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lenderfunding indemnification amounts required by Section 3.4.
Appears in 1 contract
Sources: Credit Agreement (Idacorp Inc)
Increase in Commitments. The Company (a) On or prior to the 18 month anniversary of the Closing Date, the Borrower may, at any time after the Closing Date by notice to the Administrative AgentAgent (who shall promptly notify the Lenders), propose request an increase in the total Commitments hereunder (each such proposed increase being a increase, an “Commitment IncreaseIncremental Commitment”) either to an aggregate amount of $250,000,000 or such higher amount as mutually agreed between the Borrower and the Lenders.
(b) An Incremental Commitment may be provided by having a any existing Lender or any new lender (each such Lender or lender, an “Incremental Lender”); provided that each new Incremental Lender is subject to the consent of the Borrower and the Initial Lender. Notwithstanding anything herein to the contrary, no existing Lender has any obligation to agree to increase its Commitment then pursuant to this Section 2.17 and any election to do so will be in effect the sole discretion of such Lender.
(each an “Increasing Lender”c) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, with the approval of the The Administrative Agent (not to be unreasonably withheld). Such notice shall specify (i) in accordance with the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount direction of the Commitment Increase Initial Lender) and the portion thereof being committed Borrower shall determine the effective date for such increase pursuant to by each such Increasing Lender or Assuming Lender and this Section 2.17 (iii) the date on which such an “Incremental Commitment Increase is to be effective (a “Commitment Increase Effective Date”) (which shall and, if applicable, the final allocation of such increase among the Persons providing such increase; provided that such date must be a Business Day at least five ten Business Days after delivery of the request for such notice and 30 days prior increase (unless otherwise approved by the Initial Lender). To effect such increase, the Borrower, the applicable Incremental Lenders and, at the direction of the Initial Lender, Administrative Agent (but no other Lenders or other Persons (except to the extent required in order to give effect to such Incremental Commitment)) shall enter into one or more agreements or amendments to this Agreement (including a joinder to this Agreement), each in form and substance satisfactory to the Borrower and the Initial Lender, pursuant to which the applicable Incremental Lenders will provide the Incremental Commitments. Effective as of the applicable Incremental Commitment Termination Effective Date). Each Commitment Increase shall be , subject to the following additional conditionsterms and conditions set forth in this Section 2.17, each Incremental Commitment is a Commitment (and not a separate facility hereunder), must have identical terms, including pricing of the initial Commitments and the Advances made by the applicable Incremental Lenders on such Incremental Commitment Effective Date pursuant to Section 2.17(e) are Advances, for all purposes of this Agreement.
(d) Notwithstanding the foregoing, the increase in the Commitments pursuant to this Section 2.17 is not effective with respect to any Incremental Lender unless:
(i) unless the Administrative Agent otherwise agreesno Event of Default, the Commitment Unmatured Event of any Assuming Lender as part of any Commitment Increase shall be in a minimum amount of at least $25,000,000;
(ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $2,000,000,000;
(iv) no Default or Market Trigger Event has occurred and is continuing on the relevant Incremental Commitment Increase Effective Date or shall result from any Commitment Increase; andwould exist after giving effect to such increase;
(vii) the representations and warranties of the Loan Parties set forth contained in this Agreement and the other Loan Documents shall be are true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Incremental Commitment Increase Effective Date and after giving effect to such increase, as if though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each ;
(iii) the Borrower has paid each Incremental Lender an upfront fee in an amount equal to 1.00% of its Incremental Commitment Increase (and such upfront fee to be pro rated by the increase ratio of the Commitment number of days remaining in the Availability Period to the total number of days in the Availability Period, in each Increasing Lender and/or case calculating the new Commitment of each Assuming Lender, Availability Period as applicable, resulting therefromin effect under clause (a) shall become effective as of the relevant Commitment Increase Date upon receipt by definition thereof) on such date);
(iv) if the Borrower has previously extended the ending date of the Availability Period pursuant to Section 2.18, then the Borrower has paid each Lender an additional upfront fee in an amount equal to 0.25% of its Incremental Commitment;
(v) the Administrative Agent has received one or more agreements contemplated above, providing for Incremental Commitments in the amount of such increase; and
(vi) one or more favorable opinions of counsel to the Borrower consistent with the opinions given on the Closing Date, reasonably acceptable to the Initial Lender and addressed to the Administrative Agent, on or prior to 9:00 a.m.the Servicer, New York City time, on the Lenders and the Collateral Custodian. As of such Incremental Commitment Increase Effective Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officerthe documents required by this Section 2.17(d), the Administrative Agent shall record the information contained in such the applicable agreement contemplated above in the Register and give prompt notice of the relevant Commitment Increase increase in the Commitments to the Company Borrower and the Lenders (including, if applicable, including each Assuming Incremental Lender). .
(e) On each Incremental Commitment Increase Effective Date, if there are Loans Advances then outstanding, each applicable the Borrower shall simultaneously (i) is deemed to prepay such Advances and deemed to re-borrow Advances from the Incremental Lenders, as is necessary in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new Loans from all the Lenders (including, if applicable, any Assuming Lender) such order that, after giving effect theretoto such deemed prepayments and borrowings, the Loans are all Advances will be held ratably by the Lenders (including the Incremental Lenders) in accordance with their respective Commitments (Pro Rata Share after giving effect to the applicable Incremental Commitments and the Lenders shall make such Commitment Increase). Notwithstanding anything herein payments or adjustments as are equitable so that the Advances will be held ratably by the Lenders (including the Incremental Lenders) in accordance with their respective Pro Rata Share after giving effect to the contraryapplicable Incremental Commitments (or, no Lender shall have any obligation if the Lenders otherwise agree, the Lenders, including the Incremental Lenders, may assign portions of the outstanding Advances to agree to increase its Commitment hereunder and any election to do so shall be in accomplish the sole discretion of such Lendersame result).
Appears in 1 contract
Sources: Loan and Servicing Agreement (FS Credit Real Estate Income Trust, Inc.)
Increase in Commitments. (a) The Company may, Borrower shall have the right at any time and from time to time after the Closing Date by notice and prior to the Administrative Agent, propose an date that is thirty (30) days prior to the Facility Termination Date to increase in the total Commitments hereunder Aggregate Commitment (each such proposed increase increased being a “Commitment Increase”) ), either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having adding as a Lender with a new Commitment hereunder a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, case with the approval of the Administrative Agent (such approval not to be unreasonably withheld). Such , which notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to assumed by each such Increasing Lender or Assuming Lender Lender, and (iii) the date on which such Commitment Increase increase is to be effective (a the “Commitment Increase Date”) (), which shall be a Business Day at least five three (3) Business Days after delivery of such notice notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and 30 days prior any election to the Commitment Termination Date). Each Commitment Increase do so shall be subject to in the following additional conditions:
sole discretion of each Lender; provided further that: (i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any such request for a Commitment Increase shall be in a minimum amount of at least $25,000,000;
25,000,000 or a higher integral multiple of $1,000,000; (ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder Aggregate Commitment shall not exceed $2,000,000,000;
150,000,000; (iviii) no Default has or Unmatured Default shall have occurred and is be continuing on the relevant applicable Commitment Increase Date or shall result from any Commitment Increase; and
and (viv) the representations and warranties of the Loan Parties set forth contained in this Agreement and the Article 5 (other Loan Documents than in Section 5.5) shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific specified date, as of such specific date). .
(b) Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date upon receipt a certificate of an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in Section 2.20(a) has been satisfied and attaching the resolutions adopted by the Borrower approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the Assuming Lender, the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 9:00 a.m., New York City time, 10:00 a.m. on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, confirmation in form and substance writing satisfactory to the Company and the Administrative AgentAgent as to its increased Commitment, pursuant to which, effective as with a copy of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase confirmation to the Company and the Lenders Borrower.
(including, if applicable, each Assuming Lender). c) On each Commitment Increase Date, if there are Loans then outstanding, each Date upon such time as the applicable Borrower shall simultaneously (iconditions set forth in Section 2.20(a) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new Loans from all the Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lender.2.20
Appears in 1 contract
Sources: Credit Agreement (Idacorp Inc)
Increase in Commitments. (a) The Company may, Borrower may at any time after propose that the Closing Date by notice to the Administrative Agent, propose an increase in the total Aggregate Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, with the approval of by notice to the Administrative Agent specifying the existing Lender(s) (not to the “Increasing Lender(s)”) and/or the additional lenders (the “Assuming Lender(s)”) that will be unreasonably withheld). Such notice shall specify (iproviding the additional Commitment(s) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (iii) the date on which such Commitment Increase increase is to be effective (a the “Commitment Increase Date”) (), which shall be a Business Day at least five three Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date). Each Commitment Increase shall be subject to the following additional conditions; provided that:
(i) unless the Administrative Agent otherwise agrees, the Commitment minimum aggregate amount of any Assuming Lender as part of any each proposed Commitment Increase shall be (A) $10,000,000 in a minimum amount the case of at least an Assuming Lender and (B) $25,000,0002,500,000 in the case of an Increasing Lender;
(ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any such Commitment Increase, the total Aggregate Revolving Credit Commitments hereunder shall not exceed $2,000,000,000400,000,000;
(iviii) no Event of Default has shall have occurred and is be continuing on the relevant such Commitment Increase Date or shall result from any the proposed Commitment Increase; and
(viv) the representations and warranties of the Loan Parties set forth contained in this Agreement Section 5 and in the other Loan Documents shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific date, as of such specific date). Each .
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase (Date and the increase of the Commitment of each any Increasing Lender and/or and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the new Administrative Agent shall have received on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this subsection has been satisfied;
(ii) with respect to each Assuming Lender, as applicablethe Administrative Agent shall have received, resulting therefrom) shall become effective as of the relevant on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date upon receipt Date, an assumption agreement in substantially the form of Exhibit C (an “Assumption Agreement”) duly executed by such Assuming Lender and the Borrower and acknowledged by the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(ac) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificate referred to in clause (b)(i) above, the Administrative Agent shall (A) record the information contained therein in the Register and (B) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Responsible Officer stating Commitment Increase as aforesaid, such Lender will be under no obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit C, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the conditions Administrative Agent shall have received notice from the Borrower as to any agreement with respect to such a Commitment Increase under this Section have been satisfied on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) an agreementabove shall have occurred by 9:00 a.m., in form and substance satisfactory to the Company and the Administrative AgentNew York City time, pursuant to which, effective as of on such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and notify the Lenders (including, if applicable, each including any Assuming Lender)Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On each the date of such Commitment Increase DateIncrease, if there are Loans then outstanding, each applicable the Borrower shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase (if any) in accordance with Section 2.08 and full, (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to simultaneously borrow new Revolving Credit Loans from all the Lenders (includinghereunder in an amount equal to such prepayment, if applicable, any Assuming Lender) such so that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Lenders in accordance with their the respective Revolving Credit Commitments of such Lenders (after giving effect to such Commitment Increase). Notwithstanding anything herein ) and (iii) pay to the contraryLenders the amounts, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lenderif any, payable under subsection 3.11.
Appears in 1 contract
Sources: Credit Agreement (Schein Henry Inc)
Increase in Commitments. The Company may, at any (1) From time to time on or after the Closing Date Effective Date, the Borrowers shall have the right to (i) increase the aggregate Commitments under the Revolving Facilities by notice an additional amount equal to Cdn.$7,500,000 or the Administrative AgentEquivalent Amount in US$ (the “Increased Amount”) by securing increased Commitments from one or more Lender Groups already party to this Agreement or by the addition of one or more Lender Groups under this Agreement; or (ii) increase the LC Facility Amount by the Increased Amount by securing increased Commitments from the LC Lender or by the addition of one or more LC Lenders under this Agreement. For greater certainty, propose an a Lender Group or LC Lender shall not have any obligation to increase its Commitment and may elect to increase its Commitment at the Lender Group’s or the LC Lender’s sole discretion. Any such increase in the total aggregate Commitments hereunder under the Credit Facilities (each such proposed increase being a “Commitment Increase”or any one of them) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, with the approval of the Administrative Agent (not to be unreasonably withheld). Such notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (iii) the date on which such Commitment Increase is to be effective (a “Commitment Increase Date”) (which shall be a Business Day at least five Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date). Each Commitment Increase shall be subject to the following additional conditions:
(ia) unless a Borrower shall deliver to the Administrative Agent otherwise agrees, the Commitment an officer’s certificate certifying that no Event of any Assuming Lender as part Default or Pending Event of any Commitment Increase shall be in a minimum amount of at least $25,000,000;
(ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $2,000,000,000;
(iv) no Default has occurred and is continuing on or will occur by the relevant Commitment Increase Date or shall result from any Commitment Increase; andBorrowers increasing the aggregate Commitments under the Credit Facilities;
(vb) the representations and warranties Agent, acting reasonably, shall have consented to the identity of any Lender Group or LC Lender who is not already a party to this Agreement;
(c) the Loan Parties set forth Borrowers shall cause to be delivered to the Agent an instrument in this Agreement and the other Loan Documents shall be true and correct in all material respects (orwriting from each Lender Group or LC Lender which is agreeing to such increased Commitments, either confirming their increased Commitments, in the case of such representations and warranties qualified each Lender Group or LC Lender which is already a Lender Group or LC Lender hereunder, or agreeing to be bound by the terms of this Agreement as to materialityLenders, in all respectsthe case of each Lender Group or LC Lender which is not at the time a Lender Group or LC Lender hereunder; and
(d) on and as subject to Section 2.10(3), each Lender Group’s Proportionate Share of Commitments under the Revolving Facilities shall be the same in each of the relevant Commitment Increase Date as if made on Canadian Revolving Facility and as the US Revolving Facility following such increase in the aggregate Commitments.
(2) Upon its confirmation of such date (orthe satisfaction of the foregoing conditions, if any such representation or warranty is expressly stated the Agent will forthwith prepare and deliver to have been made as the Borrowers, each Lender Group and LC Lender a new Schedule A, setting forth the new Maximum Facility Amount and the Commitments of a specific datethe Lenders under the Credit Facilities, as of such specific date)so increased. Each Commitment Increase (Such new Schedule A, and the increase revised Commitments of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming LenderLenders set forth therein, as applicable, resulting therefrom) shall will become effective as of the relevant Commitment Increase Date upon receipt next Business Day following delivery by the Administrative Agent, on or prior Agent thereof to 9:00 a.m., New York City time, on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative AgentLenders. Upon the Administrative Agent’s receipt of a fully executed agreement from each On such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officerdate, the Administrative Agent Borrowers shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, if there are Loans then outstanding, each applicable Borrower shall simultaneously (i) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new Loans obtain Advances from all the Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect such amounts and in such proportions as are necessary to ensure that following such Commitment Increase). Notwithstanding anything herein to Advances, the contrary, no Proportionate Share of the Advances made by each Lender shall have any obligation to agree to increase Group or LC Lender equals its Commitment hereunder and any election to do so shall be in the sole discretion of Proportionate Share on such Lender.new Schedule A.
Appears in 1 contract
Increase in Commitments. The Company may, at any (1) From time to time on or after the Closing Date Effective Date, the Borrowers shall have the right to (i) increase the aggregate Commitments under the Revolving Facilities by notice an additional amount equal to Cdn.$17,500,000 or the Administrative AgentEquivalent Amount in US$ (the “Increased Amount”) by securing increased Commitments from one or more Lender Groups already party to this Agreement or by the addition of one or more Lender Groups under this Agreement; or (ii) increase the LC Facility Amount by the Increased Amount by securing increased Commitments from the LC Lender or by the addition of one or more LC Lenders under this Agreement. For greater certainty, propose an a Lender Group or LC Lender shall not have any obligation to increase its Commitment and may elect to increase its Commitment at the Lender Group’s or the LC Lender’s sole discretion. Any such increase in the total aggregate Commitments hereunder under the Credit Facilities (each such proposed increase being a “Commitment Increase”or any one of them) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, with the approval of the Administrative Agent (not to be unreasonably withheld). Such notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (iii) the date on which such Commitment Increase is to be effective (a “Commitment Increase Date”) (which shall be a Business Day at least five Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date). Each Commitment Increase shall be subject to the following additional conditions:
(ia) unless a Borrower shall deliver to the Administrative Agent otherwise agrees, the Commitment an officer’s certificate certifying that no Event of any Assuming Lender as part Default or Pending Event of any Commitment Increase shall be in a minimum amount of at least $25,000,000;
(ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $2,000,000,000;
(iv) no Default has occurred and is continuing on or will occur by the relevant Commitment Increase Date or shall result from any Commitment Increase; andBorrowers increasing the aggregate Commitments under the Credit Facilities;
(vb) the representations and warranties Agent, acting reasonably, shall have consented to the identity of any Lender Group or LC Lender who is not already a party to this Agreement;
(c) the Loan Parties set forth Borrowers shall cause to be delivered to the Agent an instrument in this Agreement and the other Loan Documents shall be true and correct in all material respects (orwriting from each Lender Group or LC Lender which is agreeing to such increased Commitments, either confirming their increased Commitments, in the case of such representations and warranties qualified each Lender Group or LC Lender which is already a Lender Group or LC Lender hereunder, or agreeing to be bound by the terms of this Agreement as to materialityLenders, in all respectsthe case of each Lender Group or LC Lender which is not at the time a Lender Group or LC Lender hereunder; and
(d) on and as subject to Section 2.10(3), each Lender Group’s Proportionate Share of Commitments under the Revolving Facilities shall be the same in each of the relevant Commitment Increase Date as if made on Canadian Revolving Facility and as the US Revolving Facility following such increase in the aggregate Commitments.
(2) Upon its confirmation of such date (orthe satisfaction of the foregoing conditions, if any such representation or warranty is expressly stated the Agent will forthwith prepare and deliver to have been made as the Borrowers, each Lender Group and LC Lender a new Schedule A, setting forth the new Maximum Facility Amount and the Commitments of a specific datethe Lenders under the Credit Facilities, as of such specific date)so increased. Each Commitment Increase (Such new Schedule A, and the increase revised Commitments of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming LenderLenders set forth therein, as applicable, resulting therefrom) shall will become effective as of the relevant Commitment Increase Date upon receipt next Business Day following delivery by the Administrative Agent, on or prior Agent thereof to 9:00 a.m., New York City time, on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative AgentLenders. Upon the Administrative Agent’s receipt of a fully executed agreement from each On such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officerdate, the Administrative Agent Borrowers shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, if there are Loans then outstanding, each applicable Borrower shall simultaneously (i) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new Loans obtain Advances from all the Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect such amounts and in such proportions as are necessary to ensure that following such Commitment Increase). Notwithstanding anything herein to Advances, the contrary, no Proportionate Share of the Advances made by each Lender shall have any obligation to agree to increase Group or LC Lender equals its Commitment hereunder and any election to do so shall be in the sole discretion of Proportionate Share on such Lender.new Schedule A.
Appears in 1 contract
Increase in Commitments. (a) The Company may, Borrower shall have the right at any time and from time to time after the Closing Date by notice and prior to the Administrative Agent, propose an date that is 30 days prior to the Facility Termination Date to increase in the total Commitments hereunder Aggregate Commitment (each such proposed increase increased being a “"Commitment Increase”) "), either by having a Lender increase its Commitment then in effect (each an “"Increasing Lender”") or by having adding as a Lender with a new Commitment hereunder a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “"Assuming Lender”"), in each case, case with the approval of the Administrative Agent (such approval not to be unreasonably withheld). Such , which notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to assumed by each such Increasing Lender or Assuming Lender Lender, and (iii) the date on which such Commitment Increase increase is to be effective (a “the "Commitment Increase Date”) ("), which shall be a Business Day at least five three Business Days after delivery of such notice notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and 30 days prior any election to the Commitment Termination Date). Each Commitment Increase do so shall be subject to in the following additional conditions:
sole discretion of each Lender; provided further that: (i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any such request for a Commitment Increase shall be in a minimum amount of at least $25,000,000;
25,000,000 or a higher integral multiple of $1,000,000; (ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder Aggregate Commitment shall not exceed $2,000,000,000;
300,000,000; (iviii) no Default has or Unmatured Default shall have occurred and is be continuing on the relevant applicable Commitment Increase Date or shall result from any Commitment Increase; and
and (viv) the representations and warranties of the Loan Parties set forth contained in this Agreement and the Article 5 (other Loan Documents than in Section 5.5) shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific specified date, as of such specific date). .
(b) Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date upon receipt a certificate of an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in Section 2.20(a) has been satisfied and attaching the resolutions adopted by the Borrower approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m. on such Commitment Increase Date, a written agreement among the Assuming Lender, the Borrower and the Administrative Agent, substantially in the form of Exhibit F (a "Joinder Agreement"); and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 9:00 a.m., New York City time, 10:00 a.m. on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, confirmation in form and substance writing satisfactory to the Company and the Administrative AgentAgent as to its increased Commitment, pursuant to which, effective as with a copy of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase confirmation to the Company and the Lenders Borrower.
(including, if applicable, each Assuming Lender). c) On each Commitment Increase Date, if there are Loans then outstanding, each Date upon such time as the applicable Borrower shall simultaneously (iconditions set forth in Section 2.20(a) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new Loans from all the Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lender.2.20
Appears in 1 contract
Sources: Credit Agreement (Idaho Power Co)
Increase in Commitments. (a) The Company may, Borrower shall have the right at any time and from time to time after the Closing Date by notice and prior to the Administrative Agent, propose an date that is thirty (30) days prior to the Facility Termination Date to increase in the total Commitments hereunder Aggregate Commitment (each such proposed increase being a “Commitment Increase”) ), either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having adding as a Lender with a new Commitment hereunder a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, case with the approval of the Administrative Agent Agent, each LC Issuer and the Swingline Lender (such approval not to be unreasonably withheld). Such , which notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to assumed by each such Increasing Lender or Assuming Lender Lender, and (iii) the date on which such Commitment Increase increase is to be effective (a the “Commitment Increase Date”) (), which shall be a Business Day at least five three (3) Business Days after delivery of such notice notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and 30 days prior any election to the Commitment Termination Date). Each Commitment Increase do so shall be subject to in the following additional conditions:
sole discretion of each Lender; provided further that: (i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any such request for a Commitment Increase shall be in a minimum amount of at least $25,000,000;
25,000,000 or a higher integral multiple of $1,000,000; (ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder Aggregate Commitment shall not exceed $2,000,000,000;
450,000,000 and the aggregate amount of all Commitment Increases shall not exceed $150,000,000; (iii) the sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall not exceed the requested Commitment Increase; (iv) no Default has or Unmatured Default shall have occurred and is be continuing on the relevant applicable Commitment Increase Date or shall result from any Commitment Increase; and
and (v) the representations and warranties of the Loan Parties set forth contained in this Agreement and the Article 5 (other Loan Documents than in Section 5.5) shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific specified date, as of such specific date). .
(b) Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date upon receipt a certificate of an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in Section 2.20(a) has been satisfied and attaching the resolutions adopted by the Borrower approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the Assuming Lender, the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 9:00 a.m., New York City time, 10:00 a.m. on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, confirmation in form and substance writing satisfactory to the Company and the Administrative AgentAgent as to its increased Commitment, pursuant to which, effective as with a copy of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase confirmation to the Company and the Lenders Borrower.
(including, if applicable, each Assuming Lender). c) On each Commitment Increase Date, if there are Loans then outstanding, each Date upon such time as the applicable Borrower shall simultaneously (i) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new Loans from all the Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lender.conditions
Appears in 1 contract
Sources: Credit Agreement
Increase in Commitments. (a) The Company may, Borrower shall have the right at any time and from time to time after the Closing Date by notice and prior to the Administrative Agent, propose an date that is thirty (30) days prior to the Facility Termination Date to increase in the total Commitments hereunder Aggregate Commitment (each such proposed increase increased being a “"Commitment Increase”) "), either by having a Lender increase its Commitment then in effect (each an “"Increasing Lender”") or by having adding as a Lender with a new Commitment hereunder a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “"Assuming Lender”"), in each case, case with the approval of the Administrative Agent (such approval not to be unreasonably withheld). Such , which notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to assumed by each such Increasing Lender or Assuming Lender Lender, and (iii) the date on which such Commitment Increase increase is to be effective (a “the "Commitment Increase Date”) ("), which shall be a Business Day at least five three (3) Business Days after delivery of such notice notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and 30 days prior any election to the Commitment Termination Date). Each Commitment Increase do so shall be subject to in the following additional conditions:
sole discretion of each Lender; provided further that: (i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any such request for a Commitment Increase shall be in a minimum amount of at least $25,000,000;
25,000,000 or a higher integral multiple of $1,000,000; (ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder Aggregate Commitment shall not exceed $2,000,000,000;
450,000,000; (iviii) no Default has or Unmatured Default shall have occurred and is be continuing on the relevant applicable Commitment Increase Date or shall result from any Commitment Increase; and
and (viv) the representations and warranties of the Loan Parties set forth contained in this Agreement and the Article 5 (other Loan Documents than in Section 5.5) shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific specified date, as of such specific date). .
(b) Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date upon receipt a certificate of an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in Section 2.20(a) has been satisfied and attaching the resolutions adopted by the Borrower approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the Assuming Lender, the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 9:00 a.m., New York City time, 10:00 a.m. on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, confirmation in form and substance writing satisfactory to the Company and the Administrative AgentAgent as to its increased Commitment, pursuant to which, effective as with a copy of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase confirmation to the Company and the Lenders Borrower.
(including, if applicable, each Assuming Lender). c) On each Commitment Increase DateDate upon such time as the applicable conditions set forth in Section 2.20(a) and 2.20(b) have been satisfied, if there are Loans then outstanding, each applicable the Borrower shall simultaneously (i) prepay the then outstanding Advances (if any) in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant such Commitment Increase in accordance with Section 2.08 and Increase, (ii) at such Borrower’s option in accordance with this Agreementif the Borrower shall so request, such Borrower may request to borrow new Loans Advances from all the Lenders (including, if applicable, including any Assuming Lender) in an aggregate amount at least equal to such prepayment, so that, after giving effect thereto, the Loans Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Notwithstanding anything herein ) and (iii) pay to the contrary, no Lender shall have Lenders any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lenderfunding indemnification amounts required by Section 3.4.
Appears in 1 contract
Sources: Credit Agreement (Idaho Power Co)
Increase in Commitments. The Company may, at (a) At any time after the Closing Date by notice prior to the Administrative AgentBusiness Day immediately preceding the Maturity Date, propose an increase the Borrowers may effectuate one or more increases in the total US Commitments hereunder (each such proposed increase being a “Commitment Increase”), by designating 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) either by having a Lender and/or one or more other Eligible Assignees that at the time agree to increase its Commitment then in effect or their US Commitments and/or provide new US Commitments (each an “Increasing Lender”) or by having a Person which is not then a Lender other Eligible Assignee (an “Additional Lender”) shall so select and, in the case of each such Additional Lender, to become a party hereto to this Agreement as a Lender with a new Commitment hereunder (each an “Assuming Lender”); provided, in each casehowever, with the approval of the Administrative Agent (not to be unreasonably withheld). Such notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (iii) the date on which such Commitment Increase is to be effective (a “Commitment Increase Date”) (which shall be a Business Day at least five Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date). Each Commitment Increase shall be subject to the following additional conditionsthat:
(i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any each such Commitment Increase shall be in a minimum amount of equal to at least $25,000,0005,000,000;
(ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an aggregate amount of at least all such Commitment Increases shall not exceed $25,000,00015,000,000;
(iii) no Default shall exist immediately prior to and after giving effect to any such Commitment Increase, the total Commitments hereunder shall not exceed $2,000,000,000;
(iv) no Default has occurred and is continuing on the relevant Lender shall be required or otherwise obligated to provide any Commitment Increase Date or shall result from any Commitment Increaseportion thereof; and
(v) each such Commitment Increase shall have the same terms as the US Facility other than upfront fees, and customary arrangement, structuring, or underwriting fees, if any, payable to one or more arrangers (or their affiliates) of any such Commitment Increase. The Borrowers shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the US Administrative Agent and the Lenders. This Section 2.17 shall not be construed to create any obligation on the US Administrative Agent 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.
(b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the US Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the US Administrative Agent signed by the Borrowers, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender, (B) an amendment to this 82 Agreement signed by the Borrowers, the Administrative Agents and such Increasing Lenders and Additional Lenders, as applicable, to amend the necessary provisions of this ARTICLE 2 to account for the terms of such Commitment Increase, and (C) such evidence of appropriate authorization on the part of the Borrowers with respect to such Commitment Increase and such customary legal opinions as the US Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the US Advances to be made by each such Lender to effect the reallocations required in clause (c) below, (iii) receipt by the US Administrative Agent of a certificate of an authorized officer of the US Borrower certifying that (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties of made by the Loan Parties set forth Borrowers in this Agreement and the other Loan Documents shall be are true and correct in all material respects (or, in the case of except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified as to materialityor modified by materiality in the text thereof), in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any unless such representation or warranty is expressly stated relates to have been made as of a specific date, an earlier date which remains true and correct in all material respects as of such specific dateearlier date (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). Each Commitment Increase , and (C) the Parent is in pro forma compliance with the covenants in Section 6.16, after giving pro forma effect to the making of any Advances in connection with the relevant increase in the US Commitment, and (iv) receipt by the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming or Additional Lender, as applicable, resulting therefromof all such fees as agreed to between such Increasing Lender and /or Additional Lender and the applicable Borrower.
(c) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment On any Increase Date, (i) each of (a) a certificate the US Facility Lenders shall assign to each of a Responsible Officer stating that the conditions Increasing Lenders with respect regard to such Commitment Increase under this Section have been satisfied Increase, and (b) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which, effective as each of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement purchase from each of the US Facility Lenders, at the principal amount thereof, such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement interests in the Register and give prompt notice of the relevant Commitment Increase to the Company and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, if there are Loans then outstanding, each applicable Borrower US Advances outstanding on such Increased Date as shall simultaneously (i) prepay be necessary in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new Loans from all the Lenders (including, if applicable, any Assuming Lender) such order that, after giving effect theretoto all such assignments and purchases, such US Advances will be held by existing US Facility Lenders and the Loans are held Increasing Lenders ratably by the Lenders in accordance with their respective US Commitments (after giving effect to the addition of such Commitment Increase)Increase in the US Commitments, (ii) each Commitment Increase in the US Commitments shall be deemed for all purposes a US Commitment and each US Advance made thereunder shall be deemed, for all purposes, a US Advance and (iii) each Increasing Lender shall become a US Facility Lender with respect to the Commitment Increase and all matters relating thereto. The US Administrative Agent and the US Facility Lenders hereby agree that the minimum borrowing and prepayment requirements in Section 2.4 of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. Notwithstanding anything any provision contained herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment hereunder from and any election to do so shall be in after the sole discretion date of such Commitment Increase, all calculations and payments of interest on the US Advances shall take into account the actual US Commitment of each US Facility Lender and the principal amount outstanding of each US Advance made by such Lender during the relevant period of time.
(d) On such Increase Date, each US Facility Lender’s share of the Letter of Credit Exposure and participations in respect of Swing Line Advances on such date shall automatically be deemed to equal such Lender’s US Pro Rata Share of such Letter of Credit Obligations and participations in respect of Swing Line Advances (such US Pro Rata Share for such Lender to be determined as of the Increase Date in accordance with its US Commitment on such date as a percentage of the aggregate US Commitments on such date) without further action by any party.
Appears in 1 contract
Increase in Commitments. The Company may(a) Following the Effective Date, the Borrower may at any time after and from time to time increase the Closing Date by notice to the Administrative Agent, propose an increase in the total Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, with the approval of by notice to the Administrative Agent specifying the existing Lender(s) (not the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Banks (the “Assuming Lender(s)”; provided that no Ineligible Institution may be unreasonably withheld). Such notice shall specify (i) the name of each Increasing Lender and/or an Assuming Lender, as applicable, (ii) that have agreed to provide the amount of the Commitment Increase additional Commitment(s) and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (iii) the date on which such Commitment Increase increase is to be effective (a the “Commitment Increase Date”) (), which shall be a Business Day at least five Business Days (5) days after delivery of such notice and 30 days prior to the Commitment Termination Maturity Date). Each Commitment Increase shall be subject to the following additional conditions; provided that:
(i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any Commitment Increase shall be in a minimum aggregate amount of at least $25,000,000;
(ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,00010,000,000;
(iiiii) immediately after giving effect to any such Commitment Increase, the total Commitments hereunder shall not exceed $2,000,000,0001,250,000,000;
(iviii) no Event of Default has shall have occurred and is be continuing on the relevant such Commitment Increase Date or shall result from any the Commitment Increase; and
(viv) the representations and warranties of the Loan Parties set forth contained in this Agreement and the other Loan Documents Article III shall be true and correct in all material respects (or, in the case of such representations and warranties any representation or warranty qualified as to materialityby materiality or Material Adverse Effect, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and as of such specific date). Each Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase (Date and the increase Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment of each Increasing Lender and/or Increase and any other legal matters relating to the new Borrower, this Agreement or the Commitment of Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative AgentAgent shall have received, on or prior to 9:00 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (aan “Assumption Agreement”) a certificate of a Responsible Officer stating that duly executed by such Assuming Lender and consented to by the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreementBorrower, in form and substance satisfactory to the Company and the Administrative Agent, pursuant the Swingline Lender and the Issuing Banks; and
(iii) each Increasing Lender shall have delivered to whichthe Administrative Agent, effective as of on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, each confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such Increasing confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender and/or such Assuming Lender, as applicable, shall provide that it is increasing its Commitment hereunder, together with the certificates referred to in clause (or b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such ▇▇▇▇▇▇’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an increase of its Commitment, as applicable), duly Assumption Agreement executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such certificate Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Responsible OfficerAssumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and notify the Lenders (including, if applicable, each including any Assuming Lender)Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On each the date of such Commitment Increase DateIncrease, if there are Loans then outstandingthe Borrower shall, each applicable Borrower shall simultaneously (i) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request extent necessary to borrow new Loans from all the Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, ensure the Loans are held ratably by the Lenders in accordance with their the respective Commitments of such Lenders (after giving effect to such Commitment Increase). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be ) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full and pay all accrued interest on the amount prepaid, (ii) simultaneously borrow new Loans hereunder in an amount equal to such Lenderprepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16.
(e) In connection with any Commitment Increase pursuant to this Section 2.09, any Assuming 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 Assuming 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 information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Increase in Commitments. The Company may, at any time after the Closing Date by notice (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders, the Administrative AgentAgent or the Issuing Banks, propose to cause from time to time an increase in the total amount of the Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a Lender increase its Commitment then in effect adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent and the Issuing Banks (each an a “Increasing CI Lender”) or by having a Person allowing one or more existing Lenders to increase their respective Commitments; provided, however, that (i) no Event of Default shall have occurred which is not continuing, (ii) no such Commitment Increase shall cause the total amount of the Commitments to exceed $4,000,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (iv) if, on the effective date of such increase, any Loans have been funded, then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), the Borrower shall be obligated to pay any breakage fees or costs in each case, connection with the approval reallocation of such outstanding Loans.
(b) Any Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent (not a “Notice of Commitment Increase”) in the form of Exhibit 2.9 hereto. The Administrative Agent shall give prompt notice to each Issuing Bank of its receipt of a Notice of Commitment Increase. Once the Notice of Commitment Increase is fully-executed, such notice and such Commitment Increase shall be unreasonably withheldeffective on the proposed effective date set forth in such notice or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). Such notice shall specify .
(c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the name of Administrative Agent such CI Lender’s New Funds Amount, which amount, for each Increasing Lender and/or Assuming such CI Lender, as applicableshall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the amount Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.3, ratably in accordance with the respective principal amounts thereof, of the Commitment Increase and the portion thereof being committed to by each principal amounts of all then outstanding Loans of such Increasing Lender or Assuming Lender Reducing Percentage Lender, and (iii) the date on which such Commitment Increase is to be effective (a “Commitment Increase Date”) (which Borrower shall be a Business Day at least five Business Days after delivery responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of such notice and 30 days prior any outstanding Loans.
(d) For purposes of this Section, the following defined terms shall have the following meanings: (1) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment Termination Date). Each or a CI Lender’s Commitment Increase shall be subject to (as applicable) represented as a percentage of the following additional conditions:
(i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any Commitment Increase shall be in a minimum total amount of at least $25,000,000;
(ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately Commitments after giving effect to any the Commitment Increase, times the total Commitments hereunder shall not exceed $2,000,000,000;
(iv) no Default has occurred and is continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and
(v) the representations and warranties aggregate principal amount of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, if there are Loans then outstanding, each applicable Borrower shall simultaneously (i) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new the aggregate principal amount of Loans from all the Lenders (including, if applicable, any Assuming Lender) such that, as a result of borrowings made after giving effect thereto, to the Loans are held ratably by Commitment Increase on such Commitment Increase Effective Date); (2) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Lenders in accordance with their Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose relative percentage of the total amount of the Commitments (shall be reduced after giving effect to such Commitment Increase). Notwithstanding anything herein ; and (3) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (without regard to the contrary, no Lender shall have effect of any obligation borrowings made on such Commitment Increase Effective Date after giving effect to agree to increase its the Commitment hereunder and any election to do so shall be in the sole discretion of such LenderIncrease).
Appears in 1 contract
Sources: Credit Agreement (Noble Energy Inc)
Increase in Commitments. (a) The Company may, Borrower shall have the right at any time and from time to time after the Closing Date by notice and prior to the Administrative Agent, propose an date that is thirty (30) days prior to the Facility Termination Date to increase in the total Commitments hereunder Aggregate Commitment (each such proposed increase increased being a “"Commitment Increase”) "), either by having a Lender increase its Commitment then in effect (each an “"Increasing Lender”") or by having adding as a Lender with a new Commitment hereunder a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “"Assuming Lender”"), in each case, case with the approval of the Administrative Agent (such approval not to be unreasonably withheld). Such , which notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to assumed by each such Increasing Lender or Assuming Lender Lender, and (iii) the date on which such Commitment Increase increase is to be effective (a the “Commitment Increase Date”) (), which shall be a Business Day at least five three (3) Business Days after delivery of such notice notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and 30 days prior any election to the Commitment Termination Date). Each Commitment Increase do so shall be subject to in the following additional conditions:
sole discretion of each Lender; provided further that: (i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any such request for a Commitment Increase shall be in a minimum amount of at least $25,000,000;
25,000,000 or a higher integral multiple of $1,000,000; (ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder Aggregate Commitment shall not exceed $2,000,000,000;
450,000,000; (iviii) no Default has or Unmatured Default shall have occurred and is be continuing on the relevant applicable Commitment Increase Date or shall result from any Commitment Increase; and
and (viv) the representations and warranties of the Loan Parties set forth contained in this Agreement and the Article 5 (other Loan Documents than in Section 5.5) shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific specified date, as of such specific date). .
(b) Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date upon receipt a certificate of an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in Section 2.20(a) has been satisfied and attaching the resolutions adopted by the Borrower approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the Assuming Lender, the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 9:00 a.m., New York City time, 10:00 a.m. on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, confirmation in form and substance writing satisfactory to the Company and the Administrative AgentAgent as to its increased Commitment, pursuant to which, effective as with a copy of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase confirmation to the Company and the Lenders Borrower.
(including, if applicable, each Assuming Lender). c) On each Commitment Increase Date, if there are Loans then outstanding, each Date upon such time as the applicable Borrower shall simultaneously (iconditions set forth in Section 2.20(a) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new Loans from all the Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lender.2.20
Appears in 1 contract
Sources: Credit Agreement (Idacorp Inc)
Increase in Commitments. (a) The Company may, Borrower shall have the right at any time and from time to time after the Closing Date by notice and prior to the Administrative Agent, propose an date that is thirty (30) days prior to the Facility Termination Date to increase in the total Commitments hereunder Aggregate Commitment (each such proposed increase being a “Commitment Increase”) ), either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having adding as a Lender with a new Commitment hereunder a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, case with the approval of the Administrative Agent Agent, each LC Issuer and the Swingline Lender (such approval not to be unreasonably withheld). Such , which notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to assumed by each such Increasing Lender or Assuming Lender Lender, and (iii) the date on which such Commitment Increase increase is to be effective (a the “Commitment Increase Date”) (), which shall be a Business Day at least five three (3) Business Days after delivery of such notice notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and 30 days prior any election to the Commitment Termination Date). Each Commitment Increase do so shall be subject to in the following additional conditions:
sole discretion of each Lender; provided further that: (i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any such request for a Commitment Increase shall be in a minimum amount of at least $25,000,000;
25,000,000 or a higher integral multiple of $1,000,000; (ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder Aggregate Commitment shall not exceed $2,000,000,000;
450,000,000 and the aggregate amount of all Commitment Increases shall not exceed $150,000,000; (iii) the sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall not exceed the requested Commitment Increase; (iv) no Default has or Unmatured Default shall have occurred and is be continuing on the relevant applicable Commitment Increase Date or shall result from any Commitment Increase; and
and (v) the representations and warranties of the Loan Parties set forth contained in this Agreement and the Article 5 (other Loan Documents than in Section 5.5) shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific specified date, as of such specific date). .
(b) Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date upon receipt a certificate of an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in Section 2.20(a) has been satisfied and attaching the resolutions adopted by the Borrower approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the Assuming Lender, the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 9:00 a.m., New York City time, 10:00 a.m. on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, confirmation in form and substance writing satisfactory to the Company and the Administrative AgentAgent as to its increased Commitment, pursuant to which, effective as with a copy of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase confirmation to the Company and the Lenders Borrower.
(including, if applicable, each Assuming Lender). c) On each Commitment Increase Date, if there are Loans then outstanding, each Date upon such time as the applicable Borrower shall simultaneously (iconditions set forth in Sections 2.20(a) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new Loans from all the Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lender.2.20
Appears in 1 contract
Sources: Credit Agreement (Idaho Power Co)
Increase in Commitments. (a) The Company may, Borrower may at any time after propose that the Closing Date by notice to the Administrative Agent, propose an increase in the total Aggregate Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) either by having a Lender increase its Commitment then in effect (each an the “Increasing LenderLender(s)”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, with and/or the approval of additional lenders reasonably satisfactory to the Administrative Agent (not to the “Assuming Lender(s)”) that will be unreasonably withheld). Such notice shall specify (iproviding the additional Commitment(s) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (iii) the date on which such Commitment Increase increase is to be effective (a the “Commitment Increase Date”) (), which shall be a Business Day at least five three Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date). Each Commitment Increase shall be subject to the following additional conditions; provided that:
(i) unless the Administrative Agent otherwise agrees, the Commitment minimum aggregate amount of any Assuming Lender as part of any each proposed Commitment Increase shall be $5,000,000 in a minimum amount the case of at least $25,000,000an Assuming Lender or an Increasing Lender;
(ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any such Commitment Increase, the total Aggregate Revolving Credit Commitments hereunder shall not exceed $2,000,000,0001,000,000,000;
(iviii) no Event of Default has shall have occurred and is be continuing on the relevant such Commitment Increase Date or shall result from any the proposed Commitment Increase; and
(viv) the representations and warranties of the Loan Parties set forth contained in this Agreement Section 5 and in the other Loan Documents shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific date, as of such specific date). Each .
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase (Date and the increase of the Commitment of each any Increasing Lender and/or and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the new Administrative Agent shall have received on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this subsection has been satisfied;
(ii) with respect to each Assuming Lender, as applicablethe Administrative Agent shall have received, resulting therefrom) shall become effective as of the relevant on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date upon receipt Date, an assumption agreement in substantially the form of Exhibit C (an “Assumption Agreement”) duly executed by such Assuming Lender and the Borrower and acknowledged by the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(ac) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificate referred to in clause (b)(i) above, the Administrative Agent shall (A) record the information contained therein in the Register and (B) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Responsible Officer stating Commitment Increase as aforesaid, such Lender will be under no obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit C, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the conditions Administrative Agent shall have received notice from the Borrower as to any agreement with respect to such a Commitment Increase under this Section have been satisfied on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) an agreementabove shall have occurred by 9:00 a.m., in form and substance satisfactory to the Company and the Administrative AgentNew York City time, pursuant to which, effective as of on such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and notify the Lenders (including, if applicable, each including any Assuming Lender)Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On each the date of such Commitment Increase DateIncrease, if there are Loans then outstanding, each applicable the Borrower shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase (if any) in accordance with Section 2.08 and full, (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to simultaneously borrow new Revolving Credit Loans from all the Lenders (includinghereunder in an amount equal to such prepayment, if applicable, any Assuming Lender) such so that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Lenders in accordance with their the respective Revolving Credit Commitments of such Lenders (after giving effect to such Commitment Increase). Notwithstanding anything herein ) and (iii) pay to the contraryLenders the amounts, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lenderif any, payable under subsection 3.11.
Appears in 1 contract
Sources: Credit Agreement (Henry Schein Inc)
Increase in Commitments. (a) The Company may, Borrower may at any time after propose that the Closing Date by notice to the Administrative Agent, propose an increase in the total Aggregate Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”"COMMITMENT INCREASE"), in each case, with the approval of by notice to the Administrative Agent specifying the existing Lender(s) (not to the "INCREASING LENDER(S)") and/or the additional lenders (the "ASSUMING LENDER(S)") that will be unreasonably withheld). Such notice shall specify (iproviding the additional Commitment(s) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (iii) the date on which such Commitment Increase increase is to be effective (a “Commitment Increase Date”) (the "COMMITMENT INCREASE DATE"), which shall be a Business Day at least five three Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date). Each Commitment Increase shall be subject to the following additional conditions; PROVIDED that:
(i) unless the Administrative Agent otherwise agrees, the Commitment minimum aggregate amount of any Assuming Lender as part of any each proposed Commitment Increase shall be (A)$10,000,000 in a minimum amount the case of at least $25,000,000an Assuming Lender and (B)$5,000,000 in the case of an Increasing Lender;
(ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any such Commitment Increase, the total Aggregate Revolving Credit Commitments hereunder shall not exceed $2,000,000,000250,000,000;
(iviii) no Event of Default has shall have occurred and is be continuing on the relevant such Commitment Increase Date or shall result from any the proposed Commitment Increase; and
(viv) the representations and warranties of the Loan Parties set forth contained in this Agreement Section 5 and in the other Loan Documents shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific date, as of such specific date). Each .
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase (Date and the increase of the Commitment of each any Increasing Lender and/or and any such Assuming Lender shall be increased as of such Commitment Increase Date; PROVIDED that:
(i) the new Administrative Agent shall have received on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this subsection has been satisfied;
(ii) with respect to each Assuming Lender, as applicablethe Administrative Agent shall have received, resulting therefrom) shall become effective as of the relevant on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date upon receipt Date, an assumption agreement in substantially the form of EXHIBIT C (an "Assumption Agreement") duly executed by such Assuming Lender and the Borrower and acknowledged by the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(ac) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificate referred to in clause (b)(i) above, the Administrative Agent shall (A) record the information contained therein in the Register and (B) give prompt notice thereof to the Borrower; provided that absent such Lender's confirmation of such a Responsible Officer stating Commitment Increase as aforesaid, such Lender will be under no obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of EXHIBIT C, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the conditions Administrative Agent shall have received notice from the Borrower as to any agreement with respect to such a Commitment Increase under this Section have been satisfied on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) an agreementabove shall have occurred by 9:00 a.m., in form and substance satisfactory to the Company and the Administrative AgentNew York City time, pursuant to which, effective as of on such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and notify the Lenders (including, if applicable, each including any Assuming Lender)Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On each the date of such Commitment Increase DateIncrease, if there are Loans then outstanding, each applicable the Borrower shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase (if any) in accordance with Section 2.08 and full, (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to simultaneously borrow new Revolving Credit Loans from all the Lenders (includinghereunder in an amount equal to such prepayment, if applicable, any Assuming Lender) such so that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Lenders in accordance with their the respective Revolving Credit Commitments of such Lenders (after giving effect to such Commitment Increase). Notwithstanding anything herein ) and (iii) pay to the contraryLenders the amounts, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lenderif any, payable under subsection 3.11.
Appears in 1 contract
Sources: Credit Agreement (Schein Henry Inc)
Increase in Commitments. (a) The Company may, Borrower shall have the right at any time and from time to time after the Closing Date by notice and prior to the Administrative Agent, propose an date that is thirty (30) days prior to the Facility Termination Date to increase in the total Commitments hereunder Aggregate Commitment (each such proposed increase increased being a “Commitment Increase”) ), either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having adding as a Lender with a new Commitment hereunder a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, case with the approval of the Administrative Agent (such approval not to be unreasonably withheld). Such , which notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to assumed by each such Increasing Lender or Assuming Lender Lender, and (iii) the date on which such Commitment Increase increase is to be effective (a the “Commitment Increase Date”) (), which shall be a Business Day at least five three (3) Business Days after delivery of such notice notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and 30 days prior any election to the Commitment Termination Date). Each Commitment Increase do so shall be subject to in the following additional conditions:
sole discretion of each Lender; provided further that: (i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any such request for a Commitment Increase shall be in a minimum amount of at least $25,000,000;
25,000,000 or a higher integral multiple of $1,000,000; (ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder Aggregate Commitment shall not exceed $2,000,000,000;
150,000,000; (iviii) no Default has or Unmatured Default shall have occurred and is be continuing on the relevant applicable Commitment Increase Date or shall result from any Commitment Increase; and
and (viv) the representations and warranties of the Loan Parties set forth contained in this Agreement and the Article 4 (other Loan Documents than in Section 4.5) shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific specified date, as of such specific date). .
(b) Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date upon receipt a certificate of an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in Section 2.21(a) has been satisfied and attaching the resolutions adopted by the Borrower approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the Assuming Lender, the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 9:00 a.m., New York City time, 10:00 a.m. on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, confirmation in form and substance writing satisfactory to the Company and the Administrative AgentAgent as to its increased Commitment, pursuant to which, effective as with a copy of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase confirmation to the Company and the Lenders Borrower.
(including, if applicable, each Assuming Lender). c) On each Commitment Increase DateDate upon such time as the applicable conditions set forth in Section 2.21(a) and 0 have been satisfied, if there are Loans then outstanding, each applicable the Borrower shall simultaneously (i) prepay the then outstanding Advances (if any) in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant such Commitment Increase in accordance with Section 2.08 and Increase, (ii) at such Borrower’s option in accordance with this Agreementif the Borrower shall so request, such Borrower may request to borrow new Loans Advances from all the Lenders (including, if applicable, including any Assuming Lender) in an aggregate amount at least equal to such prepayment, so that, after giving effect thereto, the Loans Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Notwithstanding anything herein ) and (iii) pay to the contrary, no Lender shall have Lenders any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lenderfunding indemnification amounts required by Section 3.4.
Appears in 1 contract
Sources: Credit Agreement (Idacorp Inc)
Increase in Commitments. The Company may, at (a) At any time after prior to the Closing Date Business Day immediately preceding the Maturity Date, the Borrower shall have the right, in consultation and coordination with the Agent, to request (by written notice to the Administrative Agent), propose an increase (i) one or more increases in the total amount of the Term Loan Commitments hereunder (each such proposed increase being a increase, “Term Loan Commitment Increase”) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, with the approval of the Administrative Agent (not to be unreasonably withheld). Such notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) one or more increases in the amount of the Commitment Increase and the portion thereof being committed to by Revolving Commitments (each such Increasing Lender or Assuming Lender and (iii) the date on which such Commitment Increase is to be effective (increase, a “Revolving Commitment Increase DateIncrease”) (which shall be a Business Day at least five Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date). Each Commitment Increase shall be subject to the following additional conditions:; provided that;
(i) unless at the Administrative Agent otherwise agrees, the Commitment time of any Assuming Lender as part such request and upon the effectiveness of any Incremental Amendment referred to below and the date that such Term Loan Commitment Increase or Revolving Commitment Increase becomes effective, as the case may be, no Default or Event of Default shall have occurred and be in a minimum amount of at least $25,000,000continuing or would result therefrom;
(ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $2,000,000,000;
(iv) no Default has occurred and is continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and
(v) the all representations and warranties of the Loan Parties set forth contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (or, in with the case of same effect as though such representations and warranties had been made on the date that such Term Loan Commitment Increase or Revolving Commitment Increase becomes effective, as the case may be (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified as to materiality, or modified by materiality in all respectsthe text thereof) on such date, except that any representation and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty which by its terms is expressly stated to have been made as of a specific date, specified date shall be required to be true and correct only as of such specific specified date). Each ;
(iii) no Revolving Commitment Increase shall be available after the Initial Revolving Maturity Date;
(iv) the Borrower shall be in pro forma compliance with the covenants in Section 6.12;
(v) each Term Loan Commitment Increase and/or each Revolving Commitment Increase shall be in a combined minimum principal amount of $5,000,000;
(vi) the aggregate amount of all Term Loan Commitment Increases and Revolving Commitment Increases made available pursuant to this Section 2.15 shall not exceed $295,000,000; and
(vii) the increase Borrower shall have delivered to the Agent a certificate executed by a Responsible Officer of the Commitment Borrower, certifying compliance with the requirements of each Increasing Lender and/or of the new Commitment of each Assuming Lender, as applicable, resulting therefrompreceding clauses (i) - (vi).
(b) Each notice from Borrower pursuant to this Section 2.15 shall become effective as set forth the requested amount and proposed terms of the relevant Term Loan Commitment Increase Date upon receipt or Revolving Commitment Increase.
(c) Term Loan Commitment Increases and Revolving Commitment Increases may be provided, by any existing Lender or by any other Eligible Assignee (any such other bank or other financial institution being called an “Additional Lender”), provided that no existing Lender shall be obligated to provide any Term Loan Commitment Increase or Revolving Commitment Increases, unless it so agrees in its sole discretion. Commitments in respect of Term Loan Commitment Increases and Revolving Commitment Increases shall become Commitments (or in the case to be provided by an existing Lender, an increase in such Lender’s applicable Commitment) under this Agreement pursuant to an amendment (each, an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Administrative Borrower, each existing Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Agent. The Incremental Amendment may, on without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or prior appropriate, in the reasonable opinion of the Agent and the Borrower, to 9:00 a.m., New York City time, on such Commitment Increase Date, effect the provisions of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and 2.15.
(bd) The effectiveness of any Incremental Amendment shall be subject to (i) the delivery of an agreement, acknowledgement in form and substance reasonably satisfactory to the Company Agent and the Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each Guarantor acknowledging that such Lender Term Loan Commitment Increases or Revolving Commitment Increases shall constitute (and be included in the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from definition of) “Obligations” under each such Increasing Lender and/or Assuming Lender, together with such certificate Guaranty of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, if there are Loans then outstanding, each applicable Borrower shall simultaneously (i) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 Guarantor and (ii) at the delivery by the Credit Parties of such Borrower’s option in accordance with this Agreementtechnical amendments, such Borrower may request modifications and/or supplements to borrow new the respective Loan Documents as are reasonably requested by the Administrative Agent to ensure that the Incremental Term Loans from all and the Lenders Revolving Commitment Increases (including, if applicable, any Assuming Lenderand related Obligations) such that, after giving effect theretoand are entitled to the benefits of, the Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lenderrelevant Loan Documents.
Appears in 1 contract
Increase in Commitments. The Company may, at any time after the Closing Date by notice (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, with the consent of the Administrative AgentAgent and the Issuing Banks (such consent not to be unreasonably withheld or delayed), propose to cause from time to time an increase in the total Total Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a Lender increase its Commitment then in effect adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent and the Issuing Banks (each an a “Increasing CI Lender”) or by having a Person allowing one or more existing Lenders to increase their respective Commitments; provided, however, that (i) no Event of Default shall have occurred which is not continuing, (ii) no such Commitment Increase shall cause the Total Commitments to exceed $1,500,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (iv) if, on the effective date of such increase, any Loans have been funded, then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), the Borrower shall be obligated to pay any breakage fees or costs in each case, connection with the approval reallocation of such outstanding Loans in accordance with Section 2.9(c).
(b) Any Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent (not a “Notice of Commitment Increase”) in the form of Exhibit 2.9 hereto. The Administrative Agent shall give prompt notice to each Issuing Bank of its receipt of a Notice of Commitment Increase. Once the Notice of Commitment Increase is fully-executed, such notice and such Commitment Increase shall be unreasonably withheldeffective on the proposed effective date set forth in such notice or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). Such notice shall specify .
(c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the name of Administrative Agent such CI Lender’s New Funds Amount, which amount, for each Increasing Lender and/or Assuming such CI Lender, as applicableshall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the amount Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.3, ratably in accordance with the respective principal amounts thereof, of the Commitment Increase and the portion thereof being committed to by each principal amounts of all then outstanding Loans of such Increasing Lender or Assuming Lender Reducing Percentage Lender, and (iii) the date on which such Commitment Increase is to be effective (a “Commitment Increase Date”) (which Borrower shall be a Business Day at least five Business Days after delivery responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of such notice and 30 days prior any outstanding Loans.
(d) For purposes of this Section, the following defined terms shall have the following meanings: (1) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment Termination Date). Each or a CI Lender’s Commitment Increase shall be subject to (as applicable) represented as a percentage of the following additional conditions:
(i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any Commitment Increase shall be in a minimum amount of at least $25,000,000;
(ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately Total Commitments after giving effect to any the Commitment Increase, times the total Commitments hereunder shall not exceed $2,000,000,000;
(iv) no Default has occurred and is continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and
(v) the representations and warranties aggregate principal amount of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, if there are Loans then outstanding, each applicable Borrower shall simultaneously (i) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new the aggregate principal amount of Loans from all the Lenders (including, if applicable, any Assuming Lender) such that, as a result of borrowings made after giving effect thereto, to the Loans are held ratably by Commitment Increase on such Commitment Increase Effective Date); (2) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Lenders in accordance with their Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose relative percentage of the Total Commitments (shall be reduced after giving effect to such Commitment Increase). Notwithstanding anything herein ; and (3) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (without regard to the contrary, no Lender shall have effect of any obligation borrowings made on such Commitment Increase Effective Date after giving effect to agree to increase its the Commitment hereunder and any election to do so shall be in the sole discretion of such LenderIncrease).
Appears in 1 contract
Sources: Credit Agreement (Cimarex Energy Co)
Increase in Commitments. (a) The Company may, Borrower shall have the right at any time and from time to time after the Closing Date by notice and prior to the Administrative Agent, propose an date that is 30 days prior to the Facility Termination Date to increase in the total Commitments hereunder Aggregate Commitment (each such proposed increase increased being a “"Commitment Increase”) "), either by having a Lender increase its Commitment then in effect (each an “"Increasing Lender”") or by having adding as a Lender with a new Commitment hereunder a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “"Assuming Lender”"), in each case, case with the approval of the Administrative Agent (such approval not to be unreasonably withheld). Such , which notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to assumed by each such Increasing Lender or Assuming Lender Lender, and (iii) the date on which such Commitment Increase increase is to be effective (a “the "Commitment Increase Date”) ("), which shall be a Business Day at least five three Business Days after delivery of such notice notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and 30 days prior any election to the Commitment Termination Date). Each Commitment Increase do so shall be subject to in the following additional conditions:
sole discretion of each Lender; provided further that: (i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any such request for a Commitment Increase shall be in a minimum amount of at least $25,000,000;
25,000,000 or a higher integral multiple of $1,000,000; (ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder Aggregate Commitment shall not exceed $2,000,000,000;
200,000,000; (iviii) no Default has or Unmatured Default shall have occurred and is be continuing on the relevant applicable Commitment Increase Date or shall result from any Commitment Increase; and
and (viv) the representations and warranties of the Loan Parties set forth contained in this Agreement and the Article 5 (other Loan Documents than in Section 5.5) shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific specified date, as of such specific date). .
(b) Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date upon receipt a certificate of an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in Section 2.20(a) has been satisfied and attaching the resolutions adopted by the Borrower approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m. on such Commitment Increase Date, a written agreement among the Assuming Lender, the Borrower and the Administrative Agent, substantially in the form of Exhibit F (a "Joinder Agreement"); and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 9:00 a.m., New York City time, 10:00 a.m. on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, confirmation in form and substance writing satisfactory to the Company and the Administrative AgentAgent as to its increased Commitment, pursuant to which, effective as with a copy of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase confirmation to the Company and the Lenders Borrower.
(including, if applicable, each Assuming Lender). c) On each Commitment Increase Date, if there are Loans then outstanding, each Date upon such time as the applicable Borrower shall simultaneously (iconditions set forth in Section 2.20(a) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new Loans from all the Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lender.2.20
Appears in 1 contract
Sources: Credit Agreement (Idaho Power Co)
Increase in Commitments. The Company (i) Once per calendar year (or more frequently as permitted by Agent) Borrower may, at any time after by written notice to Agent, request that the Total Commitment Amount be increased by an amount not to exceed $100,000,000 in the aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase and (B) Borrower shall have delivered to Agent, together with such written notice, a copy of Borrower's duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Borrower as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Lender. Borrower shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of $25,000,000 and in such minimum increments in excess thereof as Agent shall permit) 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 request and that, in any event, must be at least 90 days prior to the last day of the Commitment Period), and shall offer each Lender the opportunity to increase its Revolving Credit Commitment by its Commitment Percentage of the proposed increased amount. Each Lender shall in its sole discretion, by notice to Borrower and Agent given not more than 10 days after the Administrative date of Agent's notice, propose an either agree to increase in its Revolving Credit Commitment by all or a portion of the total Commitments hereunder offered amount (each such proposed increase Lender so agreeing being a “Commitment Increase”) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or decline to increase its Revolving Credit Commitment (and any such Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Credit Commitment and each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Credit Commitments by having a an aggregate amount less than the increase in the Total Commitment Amount requested by Borrower, Borrower may arrange for one or more banks or other entities that are acceptable to Agent and each LC Issuer (each such Person which is not then a so agreeing being an “Augmenting Lender”), and Borrower and each Augmenting Lender become a party hereto shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Lender with a new Revolving Credit Commitment hereunder (each hereunder. Any increase in the Total Commitment Amount may be made in an “Assuming Lender”)amount that is less than the increase requested by Borrower if Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders, in each case, with the approval of the Administrative Agent (not to be unreasonably withheld). Such notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (iii) the date on which such Commitment Increase is to be effective (a “Commitment Increase Date”) (which shall be a Business Day at least five Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date). Each Commitment Increase shall be subject to the following additional conditions:
(i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any Commitment Increase shall be in a minimum amount of at least $25,000,000;full amount.
(ii) unless Each of the Administrative parties hereto agrees that Agent otherwise agrees, each Commitment Increase shall may take any and all actions as may be in an amount of at least $25,000,000;
(iii) immediately reasonably necessary to ensure that after giving effect to any increase in the Total Commitment IncreaseAmount pursuant to this Section, the total Commitments hereunder shall not exceed $2,000,000,000;
outstanding Revolving Loans (ivif any) no Default has occurred and is continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and
(v) the representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, if there are Loans then outstanding, each applicable Borrower shall simultaneously (i) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new Loans from all the Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, the Loans are held ratably by the Lenders with Revolving Credit Commitments in accordance with their respective Commitments new Commitment Percentages. This may be accomplished at the discretion of Agent: (after giving effect w) by requiring the outstanding Loans to such Commitment Increase). Notwithstanding anything herein be prepaid with the proceeds of new Loans; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Loans to Increasing Lenders and Augmenting Lenders; (y) by permitting the contrary, no Lender shall have Loans outstanding at the time of any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion Total Commitment Amount pursuant to this Section 2.10(b) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Lenders would hold such LenderLoans other than in accordance with their new Commitment Percentages; or (z) by any combination of the foregoing.
Appears in 1 contract
Sources: Credit Agreement (Steris Corp)
Increase in Commitments. The Company may, at (a) At any time after prior to the Closing Date Business Day immediately preceding the Maturity Date, the Borrower shall have the right, in consultation and coordination with the Agent, to request (by written notice to the Administrative Agent), propose an increase (i) one or more increases in the total amount of the Term Loan Commitments hereunder (each such proposed increase being a increase, “Term Loan Commitment Increase”) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, with the approval of the Administrative Agent (not to be unreasonably withheld). Such notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) one or more increases in the amount of the Commitment Increase and the portion thereof being committed to by Revolving Commitments (each such Increasing Lender or Assuming Lender and (iii) the date on which such Commitment Increase is to be effective (increase, a “Revolving Commitment Increase DateIncrease”) (which shall be a Business Day at least five Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date). Each Commitment Increase shall be subject to the following additional conditions:; provided that;
(i) unless at the Administrative Agent otherwise agrees, the Commitment time of any Assuming Lender as part such request and upon the effectiveness of any Incremental Amendment referred to below and the date that such Term Loan Commitment Increase or Revolving Commitment Increase becomes effective, as the case may be, no Default or Event of Default shall have occurred and be in a minimum amount of at least $25,000,000continuing or would result therefrom;
(ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $2,000,000,000;
(iv) no Default has occurred and is continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and
(v) the all representations and warranties of the Loan Parties set forth contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (or, in with the case of same effect as though such representations and warranties had been made on the date that such Term Loan Commitment Increase or Revolving Commitment Increase becomes effective, as the case may be (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified as to materiality, or modified by materiality in all respectsthe text thereof) on such date, except that any representation and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty which by its terms is expressly stated to have been made as of a specific date, specified date shall be required to be true and correct only as of such specific specified date). Each ;
(iii) no Revolving Commitment Increase shall be available after the Initial Revolving Maturity Date;
(iv) the Borrower shall be in pro forma compliance with the covenants in Section 6.12;
(v) each Term Loan Commitment Increase and/or each Revolving Commitment Increase shall be in a combined minimum principal amount of $5,000,000;
(vi) the aggregate amount of all Term Loan Commitment Increases and Revolving Commitment Increases made available pursuant to this Section 2.15 shall not exceed $310,000,000 for a total aggregate Term Loan Commitment Amount and Revolving Loan Commitment Amount of $825,000,000; and
(vii) the increase Borrower shall have delivered to the Agent a certificate executed by a Responsible Officer of the Commitment Borrower, certifying compliance with the requirements of each Increasing Lender and/or of the new Commitment of each Assuming Lender, as applicable, resulting therefrompreceding clauses (i) - (vi).
(b) Each notice from Borrower pursuant to this Section 2.15 shall become effective as set forth the requested amount and proposed terms of the relevant Term Loan Commitment Increase Date upon receipt or Revolving Commitment Increase.
(c) Term Loan Commitment Increases and Revolving Commitment Increases may be provided, by any existing Lender or by any other Eligible Assignee (any such other bank or other financial institution being called an “Additional Lender”), provided that no existing Lender shall be obligated to provide any Term Loan Commitment Increase or Revolving Commitment Increases, unless it so agrees in its sole discretion. Commitments in respect of Term Loan Commitment Increases and Revolving Commitment Increases shall become Commitments (or in the case to be provided by an existing Lender, an increase in such Lender’s applicable Commitment) under this Agreement pursuant to an amendment (each, an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Administrative Borrower, each existing Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Agent. The Incremental Amendment may, on without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or prior appropriate, in the reasonable opinion of the Agent and the Borrower, to 9:00 a.m., New York City time, on such Commitment Increase Date, effect the provisions of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and 2.15.
(bd) The effectiveness of any Incremental Amendment shall be subject to (i) the delivery of an agreement, acknowledgement in form and substance reasonably satisfactory to the Company Agent and the Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each Guarantor acknowledging that such Lender Term Loan Commitment Increases or Revolving Commitment Increases shall constitute (and be included in the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from definition of) “Obligations” under each such Increasing Lender and/or Assuming Lender, together with such certificate Guaranty of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, if there are Loans then outstanding, each applicable Borrower shall simultaneously (i) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 Guarantor and (ii) at the delivery by the Credit Parties of such Borrower’s option in accordance with this Agreementtechnical amendments, such Borrower may request modifications and/or supplements to borrow new the respective Loan Documents as are reasonably requested by the Administrative Agent to ensure that the Incremental Term Loans from all and the Lenders Revolving Commitment Increases (including, if applicable, any Assuming Lenderand related Obligations) such that, after giving effect theretoand are entitled to the benefits of, the Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lenderrelevant Loan Documents.
Appears in 1 contract
Increase in Commitments. The Company may(a) Following the Effective Date, the Borrower may at any time after and from time to time increase the Closing Date by notice to the Administrative Agent, propose an increase in the total Multi-Year Facility Commitments hereunder (each such proposed increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) either by having a Lender increase its Commitment then in effect (each an the “Increasing LenderLender(s)”) or and/or any other Person(s) selected by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, with the approval of Borrower and reasonably acceptable to the Administrative Agent (not the “Assuming Lender(s)”) that have agreed to be unreasonably withheld). Such notice shall specify (iprovide the additional Commitment(s) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (iii) the date on which such Commitment Increase increase is to be effective (a the “Commitment Increase Date”) (), which shall be a Business Day at least five Business Days (5) days after delivery of such notice and 30 days prior to the Commitment Termination Date). Each Commitment Increase shall be subject to the following additional conditions; provided that:
(i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any Commitment Increase shall be in a minimum aggregate amount of at least $25,000,000;
(ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,00010,000,000;
(iiiii) immediately after giving effect to any such Commitment Increase, the total Multi-Year Facility Commitments hereunder shall not exceed $2,000,000,000850,000,000;
(iviii) no Event of Default has shall have occurred and is be continuing on the relevant such Commitment Increase Date or shall result from any the Commitment Increase; and
(viv) the representations and warranties of the Loan Parties set forth contained in this Agreement and the other Loan Documents Article III shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Each Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase (Date and the increase Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment of each Increasing Lender and/or Increase and any other legal matters relating to the new Borrower, this Agreement or the Commitment of Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative AgentAgent shall have received, on or prior to 9:00 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (aan “Assumption Agreement”) a certificate of a Responsible Officer stating that duly executed by such Assuming Lender and consented to by the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, in form and substance satisfactory to the Company Borrower and the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, pursuant on or prior to which10:00 a.m., effective as of New York City time, on such Commitment Increase Date, each confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such Increasing confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender and/or such Assuming Lender, as applicable, shall provide that it is increasing its Commitment hereunder, together with the certificates referred to in clause (or b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an increase of its Commitment, as applicable), duly Assumption Agreement executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such certificate Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Responsible OfficerAssumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and notify the Lenders (including, if applicable, each including any Assuming Lender)Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On each the date of such Commitment Increase DateIncrease, if there are Loans then outstandingthe Borrower shall, each applicable Borrower shall simultaneously (i) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request extent necessary to borrow new Loans from all the Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, ensure the Loans are held ratably by the Lenders in accordance with their the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be ) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such Lenderprepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16.
Appears in 1 contract
Increase in Commitments. (a) The Company may, Borrower shall have the right at any time and from time to time after the Closing Date by notice and prior to the Administrative Agent, propose an date that is thirty (30) days prior to the Facility Termination Date to increase in the total Commitments hereunder Aggregate Commitment (each such proposed increase being a “Commitment Increase”) ), either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having adding as a Lender with a new Commitment hereunder a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, case with the approval of the Administrative Agent (such approval not to be unreasonably withheld). Such , which notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to assumed by each such Increasing Lender or Assuming Lender Lender, and (iii) the date on which such Commitment Increase increase is to be effective (a the “Commitment Increase Date”) (), which shall be a Business Day at least five three (3) Business Days after delivery of such notice notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and 30 days prior any election to the Commitment Termination Date). Each Commitment Increase do so shall be subject to in the following additional conditions:
sole discretion of each Lender; provided further that: (i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any such request for a Commitment Increase shall be in a minimum amount of at least $25,000,000;
10,000,000 or a higher integral multiple of $1,000,000; (ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000;
(iii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder Aggregate Commitment shall not exceed $2,000,000,000;
150,000,000 and the aggregate amount of all Commitment Increases shall not exceed $25,000,000; (iii) the sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall not exceed the requested Commitment Increase; (iv) no Default has or Unmatured Default shall have occurred and is be continuing on the relevant applicable Commitment Increase Date or shall result from any Commitment Increase; and
and (v) the representations and warranties of the Loan Parties set forth contained in this Agreement and the Article 5 (other Loan Documents than in Section 5.5) shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or and warranty is expressly stated to have been made as of a specific specified date, as of such specific date). .
(b) Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date upon receipt a certificate of an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in Section 2.20(a) has been satisfied and attaching the resolutions adopted by the Borrower approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the Assuming Lender, the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 9:00 a.m., New York City time, 10:00 a.m. on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, confirmation in form and substance writing satisfactory to the Company and the Administrative AgentAgent as to its increased Commitment, pursuant to which, effective as with a copy of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase confirmation to the Company and the Lenders Borrower.
(including, if applicable, each Assuming Lender). c) On each Commitment Increase Date, if there are Loans then outstanding, each Date upon such time as the applicable Borrower shall simultaneously (iconditions set forth in Sections 2.20(a) prepay in full the outstanding Loans made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new Loans from all the Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of such Lender.2.20
Appears in 1 contract
Sources: Credit Agreement (Idacorp Inc)