Request for Incremental Term Loan Commitments. Provided no Default or Event of Default then exists or would arise therefrom, upon notice to the Agent (which shall promptly notify the Lenders), the Borrowers may make Incremental Term Loan Commitment requests from time to time; provided, however, that (w) no such Incremental Term Loan Commitments may be made without the consent of the Agent, whose consent shall not be unreasonably withheld, (x) the aggregate amount of all Incremental Term Loan Commitments (including, once funded, all Incremental Term Loans) pursuant to this Section 2.19(a) shall not exceed $200,000,000, (y) each Incremental Term Loan Commitment request shall be in a minimum amount of $25,000,000, and (z) the Borrowers may request Incremental Term Loan Commitments a maximum of eight separate times. At the time of sending such notice, the Borrowers (in consultation with the Agent) shall specify the time period within which each existing Term Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). To the extent there is accrued and unpaid interest on the Term Loan outstanding immediately prior to the effectiveness of an Incremental Term Loan Commitment, such interest shall be paid in full (in cash or by means of a PIK Payment) substantially concurrently with the effectiveness of such Incremental Term Commitment.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Sears Holdings Corp), Second Lien Credit Agreement (Sears Holdings Corp)
Request for Incremental Term Loan Commitments. Provided no Default or Event of Default then exists or would arise therefromtherefrom and subject to the other terms and conditions of this Section 2.15, upon notice to the Agent (which shall promptly notify the Lenders), the Borrowers may make Incremental Term Loan Commitment requests from time to time; providedLead Borrower may, however, that (w) no such Incremental Term Loan Commitments may be made without in each case with the consent of the AgentAgent (which may be withheld in its sole discretion), whose consent shall not be unreasonably withheldfrom time to time request from the Lenders that had Commitments as of the Effective Date (an “Incremental Request”) an increase in the commitments for the Term Loan under a new term loan tranche or under any existing term loan tranche (each, (x) the aggregate amount of all an “Incremental Term Loan Commitments (includingCommitment” and each term loan thereunder, once funded, all an “Incremental Term LoansLoan”); provided that (i) pursuant to this Section 2.19(a) shall not exceed $200,000,000, (y) each Incremental Term Loan Commitment any such request for an increase shall be in a minimum amount of $25,000,00010,000,000, and (zii) the Borrowers Lead Borrower may request Incremental Term Loan Commitments make a maximum of eight separate timesfour (4) such requests. At the time of sending such notice, the Borrowers (in consultation with the Agent) The Lead Borrower shall specify in each Incremental Request (x) the time period within which each existing Term Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders) (the “Incremental Response Period”). To , (y) the extent there is accrued and unpaid interest date (an “Incremental Effective Date”) on the which such Incremental Term Loan outstanding immediately prior is requested to be made (which shall in no event be less than fifteen (15) Business Days nor more than sixty (60) days after the date of delivery of such notice to the effectiveness Lenders) and (z) all material terms and conditions of an such proposed Incremental Term Loan and Incremental Term Loan Commitment, such interest shall be paid in full (in cash or by means of a PIK Payment) substantially concurrently with the effectiveness of such Incremental Term Commitment.
Appears in 1 contract
Sources: Credit Agreement (Rh)