Incremental Commitment. (a) The Borrower may, by written notice to the 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 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 proposed Incremental Term Loans in writing; (ii) the aggregate principal amount of Incremental 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 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 certificate from the Borrower, in form acceptable to 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 effective, which shall be a date not less than 10 Business Days after the date the Agent receives such notice and (B) the requested amount of such increase. Notwithstanding any term of this Agreement to the contrary, neither the Agent nor any Lender shall be deemed to have 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 commitment by more than its pro rata share, to provide the amount of such unallocated excess Incremental Term Loan Commitment requested by the Borrower. 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 find and designate one or more Persons as a new Lender, each of whom must be reasonably acceptable to the 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.
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Incremental Commitment. (a) The Borrower may, by written notice to the 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 Delayed Draw Term Loan Maturity Date, request increases of the establishment of Aggregate Revolving Loan Commitment (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 LoansRevolving Commitment Increase”); provided that (i) the Agent has consented Aggregate Revolving Loan Commitment after giving effect to the proposed Incremental Term Loans in writing; (ii) the aggregate principal amount of Incremental Term Loan Commitments Revolving Commitment Increase shall not exceed $50,000,000 150,000,000 (the “Maximum Commitment Amount”); (iiiii) the Borrower may exercise such increase request option up to two (2) three times during the term of this Agreement; (iviii) each exercise of the increase request option shall be in a minimum principal amount of not less than $25,000,00010,000,000; provided that the exercise of such increase request option may be less than $25,000,000 10,000,000 if the unused portion of the Maximum Commitment Amount is less than $25,000,00010,000,000, so long as the request is for the full amount of the remaining Maximum Commitment Amount, and (viv) after giving effect to any applicable transaction permitted pursuant to Section 3.14(d) to be financed with such Incremental Term LoansRevolving Commitment Increase, 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)basis, (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 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 certificate from the Borrower, in form acceptable to the Agent, as to the conditions set forth in clause (v) aboveRevolving Commitment Increase.
(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 Revolving Commitment Increase shall be effective, which shall be a date not less than 10 15 Business Days after the date the Agent receives such notice and (B) the requested amount of such increase. Notwithstanding any term of this Agreement to the contrary, neither the Agent nor any Lender shall be deemed to have committed to any Incremental Term Loan 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 an Incremental Term Loan 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, 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 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 Incremental Term Loan CommitmentRevolving Commitment Increase. In the event that the Incremental Term Loan Revolving Commitment Increase requested by the Borrower is not fully committed to by existing Lenders on a pro rata basis 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 (at its sole discretion) to increase its commitment by more than its pro rata share, to provide the amount of such unallocated excess Incremental Term Loan Revolving Commitment requested by the Borrower. 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 find and designate one or more Persons as a new Lender, each of whom must be reasonably acceptable to the 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 BorrowerIncrease. Each New Lender shall become a Lender pursuant to a joinder agreement to this Agreement, each in form and substance reasonably satisfactory to the AgentAgent (a “New Lender Joinder”). Subject to the foregoing, final allocations with respect to any Incremental Term Loan 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 be, participating in such Revolving Commitment Increase in form and substance reasonably acceptable to the Borrower, such Lenders and the Agent (an “Incremental Facility Supplement”), which 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 amendments to this Agreement and the 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 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 the Guarantee Agreement.
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Sources: Credit Agreement (J2 Global, Inc.)
Incremental Commitment. (a) The At any time prior to June 30, 2000, the Borrower maymay solicit from the Banks an increase in the Commitment of up to $50,000,000; provided, by written notice to however, that the Agent (each, a “Commitment Increase Notice”), Borrower may not request such increase 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 Delayed Draw Term Loan Maturity Date, request the establishment of that 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 proposed Incremental Term Loans in writing; (ii) the aggregate principal amount of Incremental 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 Possible Default or an Event of Default has occurred and is continuing or would be caused by continuing. With such solicitation, the consummation Borrower shall deliver to the Administrative Agent and the Banks revised projections for the period from the date of such transaction, (B) solicitation through 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, Termination Date 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 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 certificate from the Borrower, in form acceptable to 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 effective, which shall be a date not less than 10 Business Days after the date the Agent receives such notice and (B) the requested amount of such increase. Notwithstanding any term of this Agreement to the contrary, neither the Agent nor any Lender shall be deemed to have 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 commitment by more than its pro rata share, to provide the amount of such unallocated excess Incremental Term Loan Commitment requested by the Borrower. 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 find and designate one or more Persons as a new Lender, each of whom must be reasonably acceptable to the 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 AgentAdministrative 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. Subject 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 Commitment (a "Consenting Bank"), such Bank shall notify the Administrative Agent and the Borrower of the amount by which 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 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 all of the Banks shall be adjusted to reflect such increase in the Commitment, and Schedule 1.1 shall be deemed modified to reflect such adjustment to the foregoingRatable Shares of the Banks. Any fees payable in connection with such increase in the Commitment shall be payable only to the Agents, final allocations with respect to any Incremental Term Loan Commitment shall be determined solely by - 45 - 52 fees payable to the Borrower Agents, and to the AgentConsenting Banks, in their capacity as Consenting Banks.
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Incremental Commitment. (a) The Borrower may, by written notice to the 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 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 proposed Incremental Term Loans in writing; (ii) the aggregate principal amount of Incremental 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 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 certificate from the Borrower, in form acceptable to 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 effective, which shall be a date not less than 10 Business Days after the date the Agent receives such notice and (B) the requested amount of such increase. Notwithstanding any term of this Agreement to the contrary, neither the Agent nor any Lender shall be deemed to have 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 commitment by more than its pro rata share, to provide the amount of such unallocated excess Incremental Term Loan Commitment requested by the Borrower. In the event that the Incremental Term Loan Commitment requested by B▇▇▇▇▇▇▇ Borrower is not fully committed to by the existing Lenders, on a pro rata basis or otherwise, as contemplated above, then the Borrower may find and designate one or more Persons as a new Lender, each of whom must be reasonably acceptable to the 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 (an “Incremental Facility Supplement”), which supplement shall set forth the terms and conditions relating to such Incremental Term Loan Commitment; provided that:
(i) The final maturity date of any Incremental Term Loan Commitment shall be no earlier than the Revolving Loan Commitment Expiration Date and the Delayed Draw Term Loan Maturity Date (and any Incremental Term Loans shall not have a shorter weighted average life to maturity than Revolving Loans or the 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 amendments to this Agreement and the other Loan Documents as may be necessary, in the opinion of Agent, to effect the provisions of this Section 2.23. 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 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 Agent to evidence such Lender’s Incremental Term Loan Commitment.
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