Incremental Commitment. The Borrower may also, but is not required to, specify any fees offered to those Lenders (the “Increasing Lenders”) that agree to increase the principal amount of their Revolving Commitments, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Revolving Commitment. Each Increasing Lender shall as soon as practicable, and in any case within 15 days following receipt of such notice, specify in a written notice to the Borrower and the Administrative Agent the amount of such proposed Incremental Commitment that it is willing to provide. No Lender (or any successor thereto) shall have any obligation, express or implied, to offer to increase the aggregate principal amount of its Revolving Commitment, and any decision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Lender. Only the consent of each Increasing Lender shall be required for an increase in the aggregate principal amount of the Revolving Commitments pursuant to this Section. No Lender which declines to increase the principal amount of its Revolving Commitment may be replaced with respect to its existing Revolving Commitment as a result thereof without such Lender’s consent. If any Lender shall fail to notify the Borrower and the Administrative Agent in writing about whether it will increase its Revolving Commitment within 15 days after receipt of such notice, such Lender shall be deemed to have declined to increase its Revolving Commitment. The Borrower may accept some or all of the offered amounts or designate new lenders that are acceptable to the Administrative Agent (such approval not to be unreasonably withheld or delayed) as additional Lenders hereunder in accordance with this Section (the “Additional Lenders”), which Additional Lenders may assume all or a portion of such Incremental Commitment. The Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of such Incremental Commitments among the Increasing Lenders and the Additional Lenders. The sum of the increase in the Revolving Commitments of the Increasing Lenders plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Incremental Commitment Amount.
Appears in 1 contract
Sources: First Lien Credit Agreement (Magnum Hunter Resources Corp)
Incremental Commitment. The Borrower may also, but is not required to, specify any fees offered to those Lenders (the “Increasing Lenders”) that agree to increase the principal amount of their Revolving Commitments, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Revolving Commitment. Each Increasing Lender shall as soon as practicable, and in any case within 15 days following receipt of such notice, specify in a written notice to the Borrower and the Administrative Agent the amount of such proposed Incremental Commitment that it is willing to provide. No Lender (or any successor thereto) shall have any obligation, express or implied, to offer to increase the aggregate principal amount of its Revolving Commitment, and any decision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Lender. Only the consent of each Increasing Lender shall be required for an increase in the aggregate principal amount of the Revolving Commitments pursuant to this Section. No Lender which declines to increase the principal amount of its Revolving Commitment may be replaced with respect to its existing Revolving Commitment as a result thereof without such Lender’s consent. If any Lender shall fail to promptly notify the Borrower and the Lenders of the final allocations of such Incremental Commitment and the Increase Effective Date. Conditions to Effectiveness of Increase. Each Incremental Commitment shall become(d) effective as of the applicable Increase Effective Date; provided: 38 59442126_10 74897129_7 no Default or Event of Default shall exist on such Increase Effective Date(i) immediately prior to or after giving effect to (A) such Incremental Commitment or (B) the making of any Extensions of Credit pursuant thereto; the Borrower is in pro forma compliance with the financial covenants set forth in(ii) Section 9.13 based on the financial statements most recently delivered pursuant to Section 8.1 after giving effect to such Incremental Commitment (assuming that the entire applicable Incremental Term Loan and/or Revolving Commitment Increase is fully funded on the effective date thereof and giving effect to any permanent repayment of Indebtedness in connection therewith); each such Incremental Commitment shall be effected pursuant to an amendment(iii) (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, the Administrative Agent and the applicable Incremental Lenders, which Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in writing about whether it will increase its Revolving Commitment within 15 days after receipt the reasonable opinion of such noticethe Administrative Agent, such Lender to effect the provisions of this Section 2.7; in the case of each Incremental Term Loan (the terms of which shall be deemed set forth(iv) in the relevant Incremental Amendment): such Incremental Term Loan will mature and amortize in a manner(A) reasonably acceptable to the Incremental Lenders making such Incremental Term Loan and the Borrower, but will not in any event have declined a maturity date earlier than the Latest Maturity Date; the Applicable Margin and pricing grid, if applicable, for such(B) Incremental Term Loan shall be determined by the applicable Incremental Lenders and the Borrower on the applicable Increase Effective Date and shall be consistent with then current market conditions; and except as provided above, all other terms and conditions applicable to(C) any Incremental Term Loan, to increase its Revolving Commitment. The Borrower may accept some or all the extent not consistent with the terms and conditions of the offered amounts or designate new lenders that are acceptable this Agreement prior to giving effect thereto, shall be reasonably satisfactory to the Administrative Agent and the Borrower (but in no event shall such approval not terms and conditions be more restrictive, taken as a whole, than those set forth in this Agreement and any other Loan Document); in the case of each Revolving Commitment Increase (the terms of which shall be(v) set forth in the relevant Incremental Amendment): Revolving Credit Loans made with respect to the Revolving(A) Commitment Increase shall mature on the Revolving Credit Maturity Date and shall be unreasonably withheld or delayedsubject to the same terms and conditions as the other Revolving Credit Loans; the outstanding Revolving Credit Loans and Revolving Credit(B) as additional Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the applicable Increase Effective Date among the Revolving Credit Lenders hereunder (including the Incremental Lenders providing such Revolving Commitment Increase) in accordance with this Section (the “Additional Lenders”), which Additional Lenders may assume all or a portion of such Incremental Commitment. The Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of such Incremental Commitments among the Increasing Lenders and the Additional Lenders. The sum of the increase in the their revised Revolving Commitments of the Increasing Lenders plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Incremental Credit Commitment Amount.39 59442126_10 74897129_7
Appears in 1 contract
Sources: Credit Agreement (Realpage Inc)
Incremental Commitment. (a) The Borrower may alsomay, but is not required to, specify any fees offered to those Lenders (the “Increasing Lenders”) that agree to increase the principal amount of their Revolving Commitments, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Revolving Commitment. Each Increasing Lender shall as soon as practicable, and in any case within 15 days following receipt of such notice, specify in a written notice to the Borrower Agent (each, a “Commitment Increase Notice”), at any time after the Delayed Draw Term Loan Commitment Expiration Date until six months prior to the Revolving Loan Commitment Expiration Date and the Administrative Delayed Draw Term Loan Maturity Date, request the establishment of a new term loan facility (each, an “Incremental Term Loan Commitment” and collectively, the “Incremental Term Loan Commitments” and any such term loans, an “Incremental Term Loan” and collectively the “Incremental Term Loans”); provided that (i) the Agent has consented to the amount of such proposed Incremental Commitment that it is willing to provide. No Lender Term Loans in writing; (or any successor theretoii) shall have any obligation, express or implied, to offer to increase the aggregate principal amount of its Revolving CommitmentIncremental Term Loan Commitments shall not exceed $50,000,000 (the “Maximum Commitment Amount”); (iii) the Borrower may exercise such increase request option up to two (2) times during the term of this Agreement; (iv) each exercise of the increase request option shall be in a minimum principal amount of not less than $25,000,000; provided that the exercise of such increase request option may be less than $25,000,000 if the unused portion of the Maximum Commitment Amount is less than $25,000,000, so long as the request is for the full amount of the remaining Maximum Commitment Amount, (v) after giving effect to any applicable transaction permitted pursuant to Section 3.14(d) to be financed with such Incremental Term Loans, calculated on a pro forma basis (including the funding of such Incremental Term Loans and all other sources and uses of funds to be applied in consummation of such transaction), (A) no Default or Event of Default has occurred and is continuing or would be caused by the consummation of such transaction, (B) the representations and warranties contained in this Agreement and each other Loan Document shall be true and correct on and as of such date in all material respects (except for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects) as though made on and as of such date except to the extent that such representations and warranties expressly relate to an earlier date and (C) the Borrower shall be in compliance with the financial covenants set forth in Section 6.1 on a pro forma basis; (vi) Incremental Term Loans shall be used by Borrower solely as permitted pursuant to Section 3.14(d), (vii) the Agent shall have received an amendment to this Agreement, in form and substance acceptable to the Agent and the Borrower, to incorporate any decision by changes Agent and the Borrower reasonably deem necessary with regard to such Incremental Term Loan facility; (viii) the Borrower shall have satisfied the applicable requirements specified in Section 5.14, in accordance therewith; and (ix) the Agent shall have received a Lender certificate from the Borrower, in form acceptable to increase its Revolving the Agent, as to the conditions set forth in clause (v) above.
(b) Each such Commitment Increase Notice shall specify (A) the date (the “Increased Amount Date”) on which the Borrower proposes that the new Incremental Term Loan Commitment shall be made in its sole discretion independently from any other Lender. Only the consent of each Increasing Lender effective, which shall be required for an increase in a date not less than 10 Business Days after the aggregate principal date the Agent receives such notice and (B) the requested amount of such increase. Notwithstanding any term of this Agreement to the Revolving Commitments pursuant to this Section. No Lender which declines to increase contrary, neither the principal amount of its Revolving Commitment may be replaced with respect to its existing Revolving Commitment as a result thereof without such Lender’s consent. If Agent nor any Lender shall fail to notify the Borrower and the Administrative Agent in writing about whether it will increase its Revolving Commitment within 15 days after receipt of such notice, such Lender shall be deemed to have declined committed to any Incremental Term Loan Commitment unless such Lender executes and delivers an Increased Commitment Letter (as defined below); for the avoidance of doubt, any Lender may accept or decline to provide an Incremental Term Loan Commitment in its sole discretion.
(c) Upon receipt of a Commitment Increase Notice, the Agent shall forward a copy thereof to each Lender, and each Lender shall have the right, but not the obligation, to participate in such increase in an amount equal to its pro rata share of outstanding Revolving Loans, Delayed Draw Term Loans and/or prior Incremental Term Loans (if any), as applicable, immediately prior to the effectiveness of any such increase. Any Lender electing to participate in such increase must forward its written commitment therefor (an “Increased Commitment Letter”) to the Agent within 5 Business Days of delivery to such Lender of such Commitment Increase Notice. The failure of a Lender to deliver an Increased Commitment Letter to the Agent within such time period shall be deemed a rejection by such Lender of the option to participate in such Incremental Term Loan Commitment. In the event that the Incremental Term Loan Commitment requested by the Borrower is not fully committed to by existing Lenders on a pro rata basis as contemplated above, the Agent may designate one or more existing Lenders that is willing (at its sole discretion) to increase its Revolving Commitmentcommitment by more than its pro rata share, to provide the amount of such unallocated excess Incremental Term Loan Commitment requested by the Borrower. The In the event that the Incremental Term Loan Commitment requested by Borrower is not fully committed to by the existing Lenders, on a pro rata basis or otherwise, as contemplated above, then the Borrower may accept some find and designate one or all more Persons as a new Lender, each of the offered amounts or designate new lenders that are whom must be reasonably acceptable to the Administrative Agent; provided that in no event shall such new Lender be any Person prohibited from being a Lender pursuant to Section 10.7(c) (each, a “New Lender”), to provide the unallocated excess Incremental Term Loan Commitment requested by the Borrower. Each New Lender shall become a Lender pursuant to a joinder agreement to this Agreement, each in form and substance reasonably satisfactory to the Agent. Subject to the foregoing, final allocations with respect to any Incremental Term Loan Commitment shall be determined solely by the Borrower and the Agent.
(d) Any Incremental Term Loan Commitment shall be effected pursuant to a supplement to this Agreement executed by the Borrower, the Agent and the Lenders or New Lenders, as the case may be, participating in such Incremental Term Loan Commitment, in form and substance reasonably acceptable to the Borrower, such Lenders and the Agent (such approval not to be unreasonably withheld or delayed) as additional Lenders hereunder in accordance with this Section (the an “Additional LendersIncremental Facility Supplement”), which Additional Lenders may assume all or a portion of supplement shall set forth the terms and conditions relating to such Incremental Term Loan Commitment. ; provided that:
(i) The Borrower final maturity date of any Incremental Term Loan Commitment shall be no earlier than the Revolving Loan Commitment Expiration Date and the Administrative Agent Delayed Draw Term Loan Maturity Date (and any Incremental Term Loans shall not have discretion jointly a shorter weighted average life to adjust maturity than Revolving Loans or the allocation Delayed Draw Term Loans).
(ii) Any Incremental Term Loan Commitment shall be on terms consistent with the Delayed Draw Term Loans (other than the delayed draw nature thereof, but including, without limitation, as to interest rate, margin, amortization and any upfront or commitment fee).
(e) Each Incremental Facility Supplement may, without the consent of any other Lenders, effect such Incremental Commitments among the Increasing Lenders amendments to this Agreement and the Additional Lendersother Loan Documents as may be necessary, in the opinion of Agent, to effect the provisions of this Section 2.23. The sum From and after the effectiveness of any Incremental Term Loan Commitment, the Loans and Commitments established pursuant to this Section 2.23 shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from all of the increase guarantees and security interests created by the applicable Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Incremental Term Loan Commitments. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series of term loans for all purposes of this Agreement. If so requested by any Lender having an Incremental Term Loan Commitment, by written notice to the Borrower (with a copy to the Agent), the Borrower shall execute and deliver to such Lender a promissory note (an “Incremental Term Note”) in form acceptable to the Revolving Commitments of the Increasing Lenders plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Agent to evidence such Lender’s Incremental Commitment AmountTerm Loan Commitment.
Appears in 1 contract
Incremental Commitment. The Borrower may also, but is not required to, specify any fees offered to those Lenders (the “Increasing Lenders”) that agree to increase the principal amount of their Revolving Commitments, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Revolving Commitment. Each Increasing Lender shall as soon as practicable, and in any case within 15 days following receipt of such notice, specify in a written notice to the Borrower and the Administrative Agent the amount of such proposed Incremental Commitment that it is willing to provide. No Lender (or any successor thereto) shall have any obligation, express or implied, to offer to increase the aggregate principal amount of its Revolving Commitment, and any decision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Lender. Only the consent of each Increasing Lender shall be required for an increase in the aggregate principal amount of the Revolving Commitments pursuant to this Section. No Lender which declines to increase the principal amount of its Revolving Commitment may be replaced with respect to its existing Revolving Commitment as a result thereof without such Lender’s consent. If any Lender shall fail to promptly notify the Borrower and the Lenders of the final allocations of such Incremental Commitment and the Increase Effective Date. Conditions to Effectiveness of Increase. Each Incremental Commitment shall become(d) effective as of the applicable Increase Effective Date; provided: no Default or Event of Default shall exist on such Increase Effective Date(i) immediately prior to or after giving effect to (A) such Incremental Commitment or (B) the making of any Extensions of Credit pursuant thereto; the Borrower is in pro forma compliance on a Pro Forma Basis with the financial(ii) covenants set forth in Section 9.13 based on the financial statements most recently delivered pursuant to Section 8.1 after giving effect to such Incremental Commitment (assuming that the entire applicable Incremental Term Loan and/or Revolving Commitment Increase is fully funded on the effective date thereof and giving effect to any permanent repayment of Indebtedness in connection therewiththe use of proceeds thereof, but without netting the proceeds thereof); each such Incremental Commitment shall be effected pursuant to an amendment(iii) (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, the Administrative Agent and the applicable Incremental Lenders, which Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in writing about whether it will increase its Revolving Commitment within 15 days after receipt the reasonable opinion of such noticethe Administrative Agent, such Lender to effect the provisions of this Section 2.7; in the case of each Incremental Term Loan (the terms of which shall be deemed set forth(iv) in the relevant Incremental Amendment): such Incremental Term Loan will mature and amortize in a manner(A) reasonably acceptable to the Incremental Lenders making such Incremental Term Loan and the Borrower, but will not in any event have declined a maturity date earlier than the Latest Maturity Date; the Applicable Margin and pricing grid, if applicable, for such(B) Incremental Term Loan shall be determined by the applicable Incremental Lenders and the Borrower on the applicable Increase Effective Date and shall be consistent with then current market conditions; and except as provided above, all other terms and conditions applicable to(C) any Incremental Term Loan, to increase its Revolving Commitment. The Borrower may accept some or all the extent not consistent with the terms and conditions of the offered amounts or designate new lenders that are acceptable this Agreement prior to giving effect thereto, shall be reasonably satisfactory to the Administrative Agent (such approval not to be unreasonably withheld or delayed) as additional Lenders hereunder in accordance with this Section (the “Additional Lenders”), which Additional Lenders may assume all or a portion of such Incremental Commitment. The Borrower and the Administrative Agent Borrower (but in no event shall have discretion jointly to adjust the allocation of such Incremental Commitments among the Increasing Lenders terms and the Additional Lenders. The sum of the increase in the Revolving Commitments of the Increasing Lenders plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Incremental Commitment Amount.conditions 39 87048192_27
Appears in 1 contract
Sources: Credit Agreement (Realpage Inc)
Incremental Commitment. (a) The Borrower may alsomay, but is not required to, specify any fees offered to those Lenders (the “Increasing Lenders”) that agree to increase the principal amount of their Revolving Commitments, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Revolving Commitment. Each Increasing Lender shall as soon as practicable, and in any case within 15 days following receipt of such notice, specify in a written notice to the Borrower Agent (each, a “Commitment Increase Notice”), at any time after the Delayed Draw Term Loan Commitment Expiration Date until six months prior to the Revolving Loan Commitment Expiration Date and the Administrative Delayed Draw Term Loan Maturity Date, request the establishment of a new term loan facility (each, an “Incremental Term Loan Commitment” and collectively, the “Incremental Term Loan Commitments” and any such term loans, an “Incremental Term Loan” and collectively the “Incremental Term Loans”); provided that (i) the Agent has consented to the amount of such proposed Incremental Commitment that it is willing to provide. No Lender Term Loans in writing; (or any successor theretoii) shall have any obligation, express or implied, to offer to increase the aggregate principal amount of its Revolving CommitmentIncremental Term Loan Commitments shall not exceed $50,000,000 (the “Maximum Commitment Amount”); (iii) the Borrower may exercise such increase request option up to two (2) times during the term of this Agreement; (iv) each exercise of the increase request option shall be in a minimum principal amount of not less than $25,000,000; provided that the exercise of such increase request option may be less than $25,000,000 if the unused portion of the Maximum Commitment Amount is less than $25,000,000, so long as the request is for the full amount of the remaining Maximum Commitment Amount, (v) after giving effect to any applicable transaction permitted pursuant to Section 3.14(d) to be financed with such Incremental Term Loans, calculated on a pro forma basis (including the funding of such Incremental Term Loans and all other sources and uses of funds to be applied in consummation of such transaction), (A) no Default or Event of Default has occurred and is continuing or would be caused by the consummation of such transaction, (B) the representations and warranties contained in this Agreement and each other Loan Document shall be true and correct on and as of such date in all material respects (except for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects) as though made on and as of such date except to the extent that such representations and warranties expressly relate to an earlier date and (C) the Borrower shall be in compliance with the financial covenants set forth in Section 6.1 on a pro forma basis; (vi) Incremental Term Loans shall be used by Borrower solely as permitted pursuant to Section 3.14(d), (vii) the Agent shall have received an amendment to this Agreement, in form and substance acceptable to the Agent and the Borrower, to incorporate any decision by changes Agent and the Borrower reasonably deem necessary with regard to such Incremental Term Loan facility; (viii) the Borrower shall have satisfied the applicable requirements specified in Section 5.14, in accordance therewith; and (ix) the Agent shall have received a Lender certificate from the Borrower, in form acceptable to increase its Revolving the Agent, as to the conditions set forth in clause (v) above.
(b) Each such Commitment Increase Notice shall specify (A) the date (the “Increased Amount Date”) on which the Borrower proposes that the new Incremental Term Loan Commitment shall be made in its sole discretion independently from any other Lender. Only the consent of each Increasing Lender effective, which shall be required for an increase in a date not less than 10 Business Days after the aggregate principal date the Agent receives such notice and (B) the requested amount of such increase. Notwithstanding any term of this Agreement to the Revolving Commitments pursuant to this Section. No Lender which declines to increase contrary, neither the principal amount of its Revolving Commitment may be replaced with respect to its existing Revolving Commitment as a result thereof without such Lender’s consent. If Agent nor any Lender shall fail to notify the Borrower and the Administrative Agent in writing about whether it will increase its Revolving Commitment within 15 days after receipt of such notice, such Lender shall be deemed to have declined committed to any Incremental Term Loan Commitment unless such Lender executes and delivers an Increased Commitment Letter (as defined below); for the avoidance of doubt, any Lender may accept or decline to provide an Incremental Term Loan Commitment in its sole discretion.
(c) Upon receipt of a Commitment Increase Notice, the Agent shall forward a copy thereof to each Lender, and each Lender shall have the right, but not the obligation, to participate in such increase in an amount equal to its pro rata share of outstanding Revolving Loans, Delayed Draw Term Loans and/or prior Incremental Term Loans (if any), as applicable, immediately prior to the effectiveness of any such increase. Any Lender electing to participate in such increase must forward its written commitment therefor (an “Increased Commitment Letter”) to the Agent within 5 Business Days of delivery to such Lender of such Commitment Increase Notice. The failure of a Lender to deliver an Increased Commitment Letter to the Agent within such time period shall be deemed a rejection by such Lender of the option to participate in such Incremental Term Loan Commitment. In the event that the Incremental Term Loan Commitment requested by the Borrower is not fully committed to by existing Lenders on a pro rata basis as contemplated above, the Agent may designate one or more existing Lenders that is willing (at its sole discretion) to increase its Revolving Commitmentcommitment by more than its pro rata share, to provide the amount of such unallocated excess Incremental Term Loan Commitment requested by the Borrower. The In the event that the Incremental Term Loan Commitment requested by B▇▇▇▇▇▇▇ is not fully committed to by the existing Lenders, on a pro rata basis or otherwise, as contemplated above, then the Borrower may accept some find and designate one or all more Persons as a new Lender, each of the offered amounts or designate new lenders that are whom must be reasonably acceptable to the Administrative Agent Agent; provided that in no event shall such new Lender be any Person prohibited from being a Lender pursuant to Section 10.7(c) (such approval not to be unreasonably withheld or delayed) as additional Lenders hereunder in accordance with this Section (the each, a “Additional LendersNew Lender”), which Additional Lenders may assume all or to provide the unallocated excess Incremental Term Loan Commitment requested by the Borrower. Each New Lender shall become a portion of such Lender pursuant to a joinder agreement to this Agreement, each in form and substance reasonably satisfactory to the Agent. Subject to the foregoing, final allocations with respect to any Incremental Commitment. The Term Loan Commitment shall be determined solely by the Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of such Incremental Commitments among the Increasing Lenders and the Additional Lenders. The sum of the increase in the Revolving Commitments of the Increasing Lenders plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Incremental Commitment AmountAgent.
Appears in 1 contract
Incremental Commitment. The Borrower may also(a) Pursuant to Section 2.06(f) of the Credit Agreement and subject to the terms and conditions hereof, but is not required to, specify any fees offered each Incremental Lender hereby agrees to those Lenders (make its respective portion of the “Increasing Lenders”) that agree to increase the principal amount of their Revolving Commitments, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Revolving Commitment. Each Increasing Lender shall as soon as practicable, and in any case within 15 days following receipt of such notice, specify in a written notice Incremental Commitment to the Borrower effective on and as of the Effective Date. The Incremental Commitment shall constitute an additional “Commitment” in the form of a “Dollar Commitment” or a “Multicurrency Commitment” and a “Commitment Increase” for all purposes of the Credit Agreement and the Administrative Agent other Loan Documents, and the amount Effective Date shall be the “Commitment Increase Date” of each Incremental Commitment for purposes of Section 2.06(f) of the Credit Agreement.
(b) The terms and provisions of any new Loans issued by the Incremental Lenders and the Incremental Commitment of such proposed Incremental Commitment that it is willing Lender shall, as applicable, be identical to provide. No Lender the other Dollar Commitments and Multicurrency Commitments (or any successor theretoas applicable) shall have any obligationmade under the Credit Agreement immediately prior to the Effective Date.
(c) On the Effective Date, express or impliedin connection with the adjustments, if any, to offer to increase any outstanding Dollar Loans, Multicurrency Loans and participation interests contemplated by Section 2.06(f)(iv) of the aggregate principal amount of its Revolving CommitmentCredit Agreement, and any decision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Lender. Only the consent of each Increasing applicable Incremental Lender shall be required make a payment to the Administrative Agent, for an increase in the aggregate principal amount account of the Revolving Commitments pursuant to this Section. No Lender which declines to increase the principal other Dollar Lenders or Multicurrency Lenders, as applicable, in an amount of its Revolving Commitment may be replaced with respect to its existing Revolving Commitment as a result thereof without such Lender’s consent. If any Lender shall fail to notify the Borrower and calculated by the Administrative Agent in writing about whether it will increase its Revolving Commitment within 15 days accordance with such section, so that after receipt of giving effect to such notice, such Lender shall be deemed to have declined to increase its Revolving Commitment. The Borrower may accept some or all of the offered amounts or designate new lenders that are acceptable payment and to the Administrative Agent (such approval not distribution thereof to be unreasonably withheld the other Dollar Lenders or delayed) Multicurrency Lenders, as additional Lenders hereunder applicable, in accordance with this Section (such section, the “Additional Dollar Loans or Multicurrency Loans, as applicable, are held ratably by the Dollar Lenders or Multicurrency Lenders”), which Additional Lenders may assume all or a portion as applicable, in accordance with the respective Dollar Commitments of such Incremental Commitment. The Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation Dollar Lenders or Multicurrency Commitments of such Incremental Commitments among the Increasing Lenders and the Additional Multicurrency Lenders. The sum of the increase in the Revolving Commitments of the Increasing Lenders plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of , as applicable (after giving effect to the Incremental Commitment Amountand any other Commitment Increases, if any, occurring on the Effective Date).
(d) As of the Effective Date, each Assuming Lender shall become a “Dollar Lender” and a “Lender” under the Credit Agreement and shall have all rights and obligations of a Dollar Lender and a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto.
(e) Schedule 1.01(b) of the Credit Agreement is hereby amended and restated to read as provided on Schedule 1.01(b) attached hereto as A▇▇▇▇ ▇▇.
Appears in 1 contract
Sources: Incremental Commitment and Assumption Agreement (Redwood Enhanced Income Corp.)
Incremental Commitment. The Borrower may also(a) Effective as of the Incremental Effective Date, but is not required to, specify any fees offered (i) the Incremental Lender hereby agrees to those Lenders (provide the “Increasing Lenders”) that agree to increase the principal amount of their Revolving Commitments, which fees may be variable based upon Incremental Commitment in the amount set forth opposite its name under the column entitled “Incremental Commitment” on Schedule I attached hereto and (ii) the Incremental Lender hereby agrees to become a party to the Credit Agreement as a Lender and to be bound by which any all of the terms and provisions thereof. The Administrative Agent hereby consents to the Incremental Lender providing its Incremental Commitment (to the extent such Lender consent is willing required pursuant to increase Section 2.21 of the principal amount of its Revolving CommitmentCredit Agreement). Each Increasing The parties hereto hereby agree that on the Incremental Effective Date (after giving effect to the Incremental Commitment effected hereby), (i) the Incremental Lender shall as soon as practicable, and in any case within 15 days following receipt of such notice, specify in become a written notice Lender party to the Borrower and the Administrative Agent the amount of such proposed Credit Agreement with a Commitment equal to its Incremental Commitment that it is willing to provide. No Lender effected hereby, (or any successor theretoii) the total Commitments under the Credit Agreement shall have any obligation, express or implied, to offer to increase the aggregate principal amount of its Revolving Commitment, and any decision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Lender. Only the consent of each Increasing Lender shall be required for an increase in the aggregate principal amount of the Revolving Commitments pursuant Incremental Commitment of the Incremental Lender effected hereby and (iii) there shall be an automatic adjustment to this Section. No the Applicable Percentage of each Lender which declines in the aggregate outstanding LC Exposure to increase reflect the principal amount new Applicable Percentage of its Revolving Commitment may be replaced with respect to its existing Revolving each Lender in the aggregate outstanding LC Exposure resulting from the Incremental Commitment as provided in Section 2.21 of the Credit Agreement.
(b) The Incremental Commitment effected hereby shall (i) become a result thereof without part of the Commitments for all purposes of the Credit Agreement and the other Loan Documents and (ii) together with all related Loans and LC Exposure, be subject to the same Applicable Percentage, prepayment provisions, Maturity Date and other terms and conditions applicable to the Commitments, Loans and LC Exposure under the Credit Agreement and the other Loan Documents.
(c) If, on the Incremental Effective Date, there are any Revolving Loans outstanding (the “Existing Revolving Loans”), such Lender’s consent. If Existing Revolving Loans shall on the Incremental Effective Date be prepaid from the proceeds of additional Revolving Loans (deemed to be made after giving effect to the Incremental Commitment effected hereby), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender shall fail to notify the Borrower and the Administrative Agent in writing about whether it will increase its Revolving Commitment within 15 days after receipt of such notice, such Lender shall be deemed to have declined to increase its Revolving Commitment. The Borrower may accept some or all of the offered amounts or designate new lenders that are acceptable to the Administrative Agent (such approval not to be unreasonably withheld or delayed) as additional Lenders hereunder in accordance with this Section (2.16 of the “Additional Lenders”)Credit Agreement, which Additional Lenders may assume such that after giving effect to such prepayment and such new Revolving Loans, all or a portion of such Incremental Commitment. The Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of such Incremental Commitments among the Increasing Revolving Loans will be held by existing Lenders and the Additional Lenders. The sum of Incremental Lender ratably in accordance with their Applicable Percentages after give effect to the increase in the Revolving Commitments of the Increasing Lenders plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of Incremental Effective Date and the Incremental Commitment Amounteffected hereby.
Appears in 1 contract
Incremental Commitment. The Borrower may alsoCompanies may, but is at times prior to the Termination Date, by written notice to the Administrative Agent, request an increase in the Revolving Commitment (an “Incremental Commitment”) in an amount not required to, specify any fees offered less than $1,000,000 and not to those exceed such amount as would cause the Revolving Commitment to exceed $250,000,000 from one or more Lenders (which may include any existing Lender); provided, that any new Lender shall be subject to the “Increasing Lenders”) that agree to increase approval of the principal Administrative Agent. Such notice shall set forth the amount of their Revolving Commitments, the Incremental Commitment (which fees may shall be variable based upon in minimum increments of $1,000,000) and the amount by date on which any such Lender Incremental Commitment is willing requested to increase become effective (which shall not be less than ten (10) Business Days nor more than thirty (30) Business Days after the principal amount date of its Revolving Commitmentsuch notice). Each Increasing Lender shall as soon as practicable, and in any case within 15 days following Upon receipt of such notice, specify in a written notice to the Borrower and the Administrative Agent the amount of such proposed Incremental Commitment that it is willing shall use its best efforts to provide. No Lender (or any successor thereto) shall have any obligation, express or implied, to offer identify additional Lenders so as to increase the aggregate principal amount of its Revolving Commitment, and any decision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Lenderby the Incremental Commitment. Only In the consent of each Increasing Lender shall be required for an increase in event Administrative Agent is successful, the aggregate principal amount of the Revolving Commitments pursuant to this Section. No Lender which declines to increase the principal amount of its Revolving Commitment may be replaced with respect to its existing Revolving Commitment as a result thereof without such Lender’s consent. If any Lender shall fail to notify the Borrower Companies and the Administrative Agent in writing about whether it will increase its Revolving Lender(s) providing the Incremental Commitment within 15 days after receipt of such notice, such Lender shall be deemed to have declined to increase its Revolving Commitment. The Borrower may accept some or all of the offered amounts or designate new lenders that are acceptable execute and deliver to the Administrative Agent (such approval not to be unreasonably withheld or delayed) documentation as additional Lenders hereunder in accordance with this Section (the “Additional Lenders”), which Additional Lenders may assume all or a portion of such Incremental Commitment. The Borrower and the Administrative Agent shall have discretion jointly reasonably specify to adjust evidence the allocation Incremental Commitment, including, without limitation, (if applicable) an agreement pursuant to which any new Lender shall agree to be bound by the terms of this Agreement and the other Loan Documents. Each of the parties hereto agrees that, upon acceptance of such Incremental Commitments among the Increasing Lenders documents and the Additional Lenders. The sum of the increase in the Revolving Commitments of the Increasing Lenders plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount approval of the Incremental Commitment Amountby the Administrative Agent, (a) the Incremental Commitment shall be deemed effective without further action or approval by any other Lender, (b) Annex A hereto shall be automatically replaced with a revised Annex A reflecting the Incremental Commitment and (c) this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence thereof.
Appears in 1 contract
Incremental Commitment. (a) The Borrower may alsomay, but is not required to, specify any fees offered to those Lenders (the “Increasing Lenders”) that agree to increase the principal amount of their Revolving Commitments, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Revolving Commitment. Each Increasing Lender shall as soon as practicable, and in any case within 15 days following receipt of such notice, specify in a written notice to the Agent (each, a “Commitment Increase Notice”), at any time prior to the Revolving Loan Commitment Expiration Date, request increases of the Aggregate Revolving Loan Commitment (a “Revolving Commitment Increase”); provided that (i) the Aggregate Revolving Loan Commitment after giving effect to the Revolving Commitment Increase shall not exceed $150,000,000 (the “Maximum Commitment Amount”); (ii) the Borrower may exercise such increase request option up to three times during the term of this Agreement; (iii) each exercise of the increase request option shall be in a minimum principal amount of not less than $10,000,000; provided that the exercise of such increase request option may be less than $10,000,000 if the unused portion of the Maximum Commitment Amount is less than $10,000,000, so long as the request is for the full amount of the remaining Maximum Commitment Amount, and (iv) after giving effect to such Revolving Commitment Increase, calculated on a pro forma basis, no Default or Event of Default has occurred and is continuing or would be caused by the Administrative consummation of such Revolving Commitment Increase.
(b) Each such Commitment Increase Notice shall specify (A) the date on which the Borrower proposes that the new Revolving Commitment Increase shall be effective, which shall be a date not less than 15 Business Days after the date the Agent receives such notice and (B) the requested amount of such proposed Incremental Commitment that it is willing increase. Notwithstanding any term of this Agreement to provide. No Lender (or the contrary, neither the Agent nor any successor thereto) shall have any obligation, express or implied, to offer to increase the aggregate principal amount of its Revolving Commitment, and any decision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Lender. Only the consent of each Increasing Lender shall be required for an increase in the aggregate principal amount of the Revolving Commitments pursuant to this Section. No Lender which declines to increase the principal amount of its Revolving Commitment may be replaced with respect to its existing Revolving Commitment as a result thereof without such Lender’s consent. If any Lender shall fail to notify the Borrower and the Administrative Agent in writing about whether it will increase its Revolving Commitment within 15 days after receipt of such notice, such Lender shall be deemed to have declined committed to any Revolving Commitment Increase unless such Lender executes and delivers an Increased Commitment Letter (as defined below); for the avoidance of doubt, any Lender may accept or decline to provide a Revolving Commitment Increase in its sole discretion.
(c) Upon receipt of a Commitment Increase Notice, the Agent shall forward a copy thereof to each Lender, and each Lender shall have the right, but not the obligation, to participate in such increase in an amount equal to its pro rata share of outstanding Revolving Loans immediately prior to the effectiveness of any such increase. Any Lender electing to participate in such increase must forward its written commitment therefor (an “Increased Commitment Letter”) to the Agent within 10 Business Days of delivery to such Lender of such Commitment Increase Notice. The failure of a Lender to deliver an Increased Commitment Letter to the Agent within such time period shall be deemed a rejection by such Lender of the option to participate in such Revolving Commitment Increase. In the event that the Revolving Commitment Increase requested by the Borrower is not fully committed to by existing Lenders as contemplated above, the Borrower may designate one or more Persons as new Lender(s), each of whom must be reasonably acceptable to the Agent (each, a “New Lender”); provided that in no event shall such New Lender be any Person set forth in Section 9.6(b)(v), or may designate one or more existing Lenders that is willing to increase its commitment by more than its pro rata share, to provide the amount of such unallocated excess Revolving CommitmentCommitment Increase. The Each New Lender shall become a Lender pursuant to a joinder agreement in form and substance satisfactory to the Agent (a “New Lender Joinder”). Subject to the foregoing, final allocations with respect to any Revolving Commitment Increase shall be determined solely by the Borrower Table of Contents and the Agent. Any Revolving Commitment Increase shall be effected pursuant to a supplement to this Agreement executed by the Borrower, the Agent and the Lenders or New Lenders, as the case may accept some or all of the offered amounts or designate new lenders that are be, participating in such Revolving Commitment Increase in form and substance reasonably acceptable to the Administrative Borrower, such Lenders and the Agent (such approval not to be unreasonably withheld or delayed) as additional Lenders hereunder in accordance with this Section (the an “Additional LendersIncremental Facility Supplement”), which Additional Lenders may assume all or a portion supplement shall set forth the terms and conditions relating to such Revolving Commitment Increase (including as to any upfront fee); provided that any Revolving Commitment Increase shall be on terms consistent with the initial Revolving Loan Commitments. Each Incremental Facility Supplement may, without the consent of any other Lenders, effect such Incremental Commitment. The Borrower amendments to this Agreement and the Administrative Agent other Loan Documents as may be necessary, in the opinion of the Agent, to effect the provisions of this Section 2.22. From and after the effectiveness of any Revolving Commitment Increase, the Loans and Commitments established pursuant to this Section 2.22 shall have discretion jointly constitute Loans and Commitments under, and shall be entitled to adjust all the allocation of such Incremental Commitments among the Increasing Lenders benefits afforded by, this Agreement and the Additional Lenders. The sum of other Loan Documents, and shall, without limiting the increase in foregoing, benefit equally and ratably from the Revolving Commitments of the Increasing Lenders plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Incremental Commitment AmountGuarantee Agreement.
Appears in 1 contract
Sources: Credit Agreement (J2 Global, Inc.)
Incremental Commitment. The At any time prior to June 30, 2000, the Borrower may alsosolicit from the Banks an increase in the Commitment of up to $50,000,000; provided, but however, that the Borrower may not request such increase at any time that a Possible Default or an Event of Default has occurred and is not required tocontinuing. With such solicitation, specify any fees offered the Borrower shall deliver to those Lenders (the “Increasing Lenders”) that Administrative Agent and the Banks revised projections for the period from the date of such solicitation through the Termination Date which shall be in form and substance reasonably satisfactory to the Administrative Agent and shall demonstrate the Borrower's ability to timely repay the Loans, assuming the Commitment as increased pursuant to this Section is fully drawn, and to comply with the financial covenants contained in Section 8. No Bank shall be obligated to increase its share of the Commitment beyond the maximum amount it has agreed to lend as of the Closing Date, and no Bank shall be removed as a Bank for failure to agree to such increase. If any Bank desires to participate in such increase in the principal amount Commitment (a "Consenting Bank"), such Bank shall notify the Administrative Agent and the Borrower of their Revolving Commitments, which fees may be variable based upon the amount by which any such Lender is it desires to increase its commitment hereunder. The Commitment shall be increased by the aggregate amount that the Consenting Banks are willing to increase their respective commitments hereunder, but in no event shall the principal amount Commitment by increased pursuant to this Section by more than $50,000,000. The aggregate increase in the Commitment shall be shared pro rata by all Consenting Banks or in such other ratio as the Consenting Banks agree among themselves. The Borrower shall deliver to each Consenting Bank a new Note reflecting the increase in its commitment hereunder. The Ratable Shares of its Revolving Commitment. Each Increasing Lender all of the Banks shall as soon as practicable, and be adjusted to reflect such increase in any case within 15 days following receipt of such notice, specify in a written notice to the Borrower and the Administrative Agent the amount of such proposed Incremental Commitment that it is willing to provide. No Lender (or any successor thereto) shall have any obligation, express or implied, to offer to increase the aggregate principal amount of its Revolving Commitment, and any decision by a Lender Schedule 1.1 shall be deemed modified to reflect such adjustment to the Ratable Shares of the Banks. Any fees payable in connection with such increase its Revolving in the Commitment shall be made in its sole discretion independently from any other Lender. Only payable only to the consent of each Increasing Lender shall be required for an increase in the aggregate principal amount of the Revolving Commitments pursuant to this Section. No Lender which declines to increase the principal amount of its Revolving Commitment may be replaced Agents, with respect to its existing Revolving Commitment as a result thereof without such Lender’s consent. If any Lender shall fail to notify the Borrower and the Administrative Agent in writing about whether it will increase its Revolving Commitment within 15 days after receipt of such notice, such Lender shall be deemed to have declined to increase its Revolving Commitment. The Borrower may accept some or all of the offered amounts or designate new lenders that are acceptable - 45 - 52 fees payable to the Administrative Agent (such approval not Agents, and to be unreasonably withheld or delayed) the Consenting Banks, in their capacity as additional Lenders hereunder in accordance with this Section (the “Additional Lenders”), which Additional Lenders may assume all or a portion of such Incremental Commitment. The Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of such Incremental Commitments among the Increasing Lenders and the Additional Lenders. The sum of the increase in the Revolving Commitments of the Increasing Lenders plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Incremental Commitment AmountConsenting Banks.
Appears in 1 contract