Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that: (A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agree; (B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000; (C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld); (D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and (E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 4 contracts
Sources: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime after the Restatement Effective Date but prior to the Commitment Termination Date, request to propose that the Commitments hereunder of a Class hereunder be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(A) the each increase shall be in a minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be at least $10,000,000 25,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments aggregate amount of all of the Lenders hereunder Commitment Increases shall not exceed $1,000,000,000;
(C) no Non-Extending Lender may participate in any Commitment Increase under the Revolving Commitment unless in connection therewith, it shall have agreed to become an “Extending Lender” hereunder;
(D) in the case of a Commitment Increase under the Revolving Commitments, each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld)Banks;
(DE) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(EF) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject in Sections 3.01 (first sentence with respect to a materiality qualifierthe Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.09 of the Guarantee and Security Agreement, true and correct in all respects) on and as of the 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). No Lender shall be obligated to provide any increased Commitment.
Appears in 3 contracts
Sources: Senior Secured Credit Agreement (Ares Capital Corp), Senior Secured Credit Agreement (Ares Capital Corp), Senior Secured Credit Agreement (Ares Capital Corp)
Requests for Increase by Borrower. The Borrower may, at any time, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment of such Class and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 25,000,000 or a larger multiple of $5,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agreethereof; provided that this clause (A) shall not be a condition to a Commitment Increase following any Lender’s delivery of a GBSA Notice;
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000325,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent Agent, the Swingline Lender and the Issuing Bank (each such consent not to be unreasonably withheld)withheld or delayed) and no Non-Extending Lender may participate in any Commitment Increase unless in connection therewith such Lender shall have agreed to become an “Extending Lender” under this Agreement;
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of other than any portion of the representations and warranties already subject representation or warranty that is qualified by materiality or by reference to a materiality qualifierMaterial Adverse Change, which representation or warranty shall be true and correct in all respects) on and as of the 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). No Lender shall be obligated to agree to an additional Commitment requested by the Borrower pursuant to this Section 2.08(e).
Appears in 3 contracts
Sources: Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.), Senior Secured Revolving Credit Agreement (BlackRock Capital Investment Corp), Senior Secured Revolving Credit Agreement (BlackRock Capital Investment Corp)
Requests for Increase by Borrower. The Borrower may, at any timetime prior to the Revolver Termination Date, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Borrower and the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Revolver Termination Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Commitment Increase; provided, further that:
(A) the minimum amount of the Commitment (in the aggregate for all relevant Classes) of any Assuming Lender, and the minimum amount of the increase of the Commitment (in the aggregate for all relevant Classes) of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof or (or, in each case, in such lesser amount other amounts as agreed by the Borrower and the Administrative Agent may reasonably agree;Agent, in its sole discretion),
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed the lesser of (x) $1,000,000,000300,000,000 and (y) the Obligors’ Net Worth or such greater amount as determined by the Administrative Agent (which greater amount shall in no event exceed 110% of the Obligors’ Net Worth);
(C) each Assuming Lender and the Commitment Increase shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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).
Appears in 3 contracts
Sources: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp), Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp), Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime after the Effective Date but prior to the Commitment Termination Date, request to propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by providing notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such each Commitment Increase shall be in a minimum amount of at least $10,000,000 25,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments aggregate amount of all of the Lenders hereunder Commitment Increases shall not exceed $1,000,000,000247,500,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld)Banks;
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and;
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject in Sections 3.01 (first sentence with respect to a materiality qualifierthe Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.09 of the Guarantee and Security Agreement, true and correct in all respects) on and as of the 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); and
(F) No Lender shall be obligated to provide any increased Commitment.
Appears in 2 contracts
Sources: Senior Secured Credit Agreement (Franklin BSP Capital Corp), Senior Secured Credit Agreement (Franklin BSP Lending Corp)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime after the Effective Date but prior to the Commitment Termination Date, request to propose that the Revolving Commitments hereunder of a Class hereunder be increased or a new Class of Incremental Term Commitments be created (each such proposed increase or creation being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase or creation, as applicable, is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Termination Date; provided that no Lender shall be obligated to provide any increased Commitment; provided, further that:
(A) the each increase shall be in a minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be at least $10,000,000 25,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments aggregate amount of all of the Lenders hereunder Commitments, including Commitment Increases effected pursuant to this Section 2.08(e), shall not exceed $1,000,000,0001,750,000,000;
(C) in the case of a Commitment Increase under the Revolving Commitments, each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank Banks (such in each case, which consent shall not to be unreasonably withheld, conditioned or delayed);
(D) in the case of any Commitment Increase (other than a Commitment Increase used in connection with a Specified Purchase), no Specified Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment IncreaseDate; and
(E1) in the case of a Commitment Increase used in connection with a merger or consolidation with, or acquisition of all or substantially all of the assets of, any other Person by an Obligor permitted under Section 6.03 (such Person, a “Specified Target” and such merger, consolidation or acquisition a “Specified Purchase”), the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of such Commitment Increase Date, or (2) in the case of any other Commitment Increase, the representations and warranties made by the Borrower and/or its Significant Subsidiaries, as applicable, contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 2 contracts
Sources: Senior Secured Credit Agreement (Blue Owl Technology Income Corp.), Senior Secured Credit Agreement (Blue Owl Technology Income Corp.)
Requests for Increase by Borrower. The Borrower may, at any timetime prior to the Revolver Termination Date, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which date shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Revolver Termination Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Commitment Increase; provided, further that, subject to the foregoing, each Commitment Increase shall become effective only upon satisfaction of the following conditions:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof or (or, in each case, in such lesser amount other amounts as may be agreed by the Administrative Agent may reasonably agree;Agent, in its sole discretion),
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000400,000,000;
(C) each Assuming Lender and the Commitment Increase shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheld);
(D) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and;
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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);
(F) the Borrower shall have paid in full to the Administrative Agent and the Lenders all fees and invoiced expenses related to this Agreement due and owing on or prior to the Commitment Increase Date, including any up-front fee due to any Lender on or prior to the Commitment Increase Date; and
(G) if requested, the Borrower has, as applicable, executed and delivered: (x) a new promissory note payable to each Assuming Lender (and its registered assigns, as applicable); or (y) a replacement promissory note payable to each Increasing Lender (and its registered assigns, as applicable).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Capital Southwest Corp), Senior Secured Revolving Credit Agreement (Capital Southwest Corp)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime after the Restatement Effective Date but prior to the Revolver Termination Date, request to propose that the Revolving Commitments hereunder of a Class hereunder be increased or a new Class of Incremental Term Commitments be added (each such proposed increase or addition being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender that shall have agreed to an additional Commitment of the same Class as its existing Commitment (each each, an “Increasing Lender”) and/or each additional lender that shall have agreed to a new Commitment or existing Lender that shall have agreed to a new Commitment of a different Class than its existing Commitment (each each, an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase or addition, as applicable, is to be effective (the “Commitment Increase Date”), which date shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Revolver Termination Date; provided that, subject to the foregoing, each Commitment Increase shall become effective only upon satisfaction of the following conditions:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof or (or, in each case, in such lesser amount other amounts as agreed by the Administrative Agent may reasonably agreeAgent);
(B) immediately after giving effect to such Commitment Increase, the total aggregate amount of all Revolving Commitments and outstanding Term Loans of all of the Lenders hereunder shall not exceed $1,000,000,0001,500,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and, in the case of an Assuming Lender with a new Multicurrency Commitment, by the Issuing Bank, and the Issuing Bank Commitment Increase shall be consented to by the Administrative Agent (such which consent shall, in each case specified in this clause (C), not to be unreasonably withheldwithheld or delayed);
(D) no Default or Event of Default shall have occurred and be continuing on such the applicable Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the applicable 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). For the avoidance of doubt, no Lender shall be obligated to agree to an increased or new Commitment requested by the Borrower pursuant to this Section 2.07(e).
Appears in 2 contracts
Sources: Senior Secured Credit Agreement (Barings BDC, Inc.), Senior Secured Credit Agreement (Barings BDC, Inc.)
Requests for Increase by Borrower. The Borrower may, may at any time, request time propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(A) the each increase shall be in a minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be at least $10,000,000 5,000,000 or a larger multiple of $5,000,000 2,500,000 in excess thereof (or such lesser amount as shall be determined in the discretion of the Administrative Agent may reasonably agreeAgent);
(B) immediately a Qualified IPO shall have been consummated;
(C) the aggregate amount of all Commitment Increases after the Closing Date shall not exceed the sum of (x) $35,000,000 and (y) the amount that would not result in a breach of Section 6.07(d) on the date of the incurrence, and after giving effect to such Commitment Increase, the total Commitments incurrence and the application of the proceeds thereof (assuming for purposes of calculating the Secured Debt Amount that the aggregate amount of all Commitments in excess of the Lenders hereunder shall not exceed $1,000,000,000260,000,000 are fully drawn);
(CD) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent consents not to be unreasonably withheld);
(DE) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(EF) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject in Sections 3.01 (first sentence with respect to a materiality qualifierthe Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.08 of the Guarantee and Security Agreement, true and correct in all respects) on and as of the 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).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Oaktree Finance, LLC), Senior Secured Revolving Credit Agreement (Oaktree Capital Group, LLC)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime after the Effective Date but prior to the Commitment Termination Date, request to propose that the Revolving Commitments hereunder of a Class hereunder be increased or a new Class of Incremental Term Commitments be created (each such proposed increase or creation being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase or creation, as applicable, is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Termination Date; provided that no Lender shall be obligated to provide any increased Commitment; provided, further that:
(A) the each increase shall be in a minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be at least $10,000,000 25,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments aggregate amount of all of the Lenders hereunder Commitments, including Commitment Increases effected pursuant to this Section 2.08(e), shall not exceed $1,000,000,0001,250,000,000;
(C) in the case of a Commitment Increase under the Revolving Commitments, each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank Banks (such in each case, which consent shall not to be unreasonably withheld, conditioned or delayed);
(D) in the case of any Commitment Increase (other than a Commitment Increase used in connection with a Specified Purchase), no Specified Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment IncreaseDate; and
(E1) in the case of a Commitment Increase used in connection with a merger or consolidation with, or acquisition of all or substantially all of the assets of, any other Person by an Obligor permitted under Section 6.03 (such Person, a “Specified Target” and such merger, consolidation or acquisition a “Specified Purchase”), the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of such Commitment Increase Date, or (2) in the case of any other Commitment Increase, the representations and warranties made by the Borrower and/or its Significant Subsidiaries, as applicable, contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 2 contracts
Sources: Senior Secured Credit Agreement (Blue Owl Technology Finance Corp. II), Senior Secured Credit Agreement (Blue Owl Technology Finance Corp. II)
Requests for Increase by Borrower. The Borrower may, at any time, request propose that the Commitments additional Loans be issued hereunder of a Class be increased (each such proposed increase being a “Commitment Term Loan Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an make additional Commitment Loans and the date on which such increase is to be effective (the “Commitment Term Loan Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 thirty (30) days prior to the Commitment Termination Maturity Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Term Loan Increase; provided, further that:
(A) the minimum amount of the Commitment Loans of any Assuming Lender, and the minimum amount of the increase of the Commitment Loans of any Increasing Lender, as part of such Commitment Term Loan Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agree;1,000,000,
(B) immediately after giving effect to such Commitment Term Loan Increase, the total Commitments sum of (i) the aggregate amount of outstanding Revolving Loans and unused “Commitments” of all of the Revolving Lenders hereunder under the Revolving Credit Facility and (ii) the aggregate outstanding principal amount of the Loans as of the Term Loan Increase Date shall not exceed the lesser of (x) 100% of the Obligors’ Net Worth at such time and (y) $1,000,000,000300,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheldwithheld or delayed);
(D) no Default shall have occurred and be continuing on such Commitment Term Loan Increase Date or shall result from the proposed Commitment Term Loan Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the Commitment Term Loan 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).
Appears in 2 contracts
Sources: Senior Secured Term Loan Agreement (Medley Capital Corp), Term Loan Credit Agreement (Medley Capital Corp)
Requests for Increase by Borrower. The Borrower may, at any timetime prior to the Maturity Date, request that and subject to the conditions set forth below in this clause (i), elect to increase the Commitments hereunder of a Class be increased (each such proposed increase election being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which date shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Termination Maturity Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Commitment Increase; and provided, further that, subject to the foregoing, each Commitment Increase shall become effective only upon satisfaction of each of the following conditions:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 3,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof or (or, in each case, in such lesser amount other amounts as the agreed to by Administrative Agent may reasonably agree;Agent),
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000250,000,000;
(C) each Assuming Lender and the Commitment Increase shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheld, delayed or conditioned);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (FIDUS INVESTMENT Corp), Senior Secured Revolving Credit Agreement (FIDUS INVESTMENT Corp)
Requests for Increase by Borrower. The Borrower may, at any time, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment of such Class and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 25,000,000 or a larger multiple of $5,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agreethereof; provided that this clause (A) shall not be a condition to a Commitment Increase following any Lender’s delivery of a GBSA Notice;
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000325,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent Agent, the Swingline Lender and the Issuing Bank (each such consent not to be unreasonably withheldwithheld or delayed);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of other than any portion of the representations and warranties already subject representation or warranty that is qualified by materiality or by reference to a materiality qualifierMaterial Adverse Change, which representation or warranty shall be true and correct in all respects) on and as of the 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). No Lender shall be obligated to agree to an additional Commitment requested by the Borrower pursuant to this Section 2.08(e).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.), Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime after the Effective Date but prior to the Revolving Facility Commitment Termination Date, request to propose that the Commitments hereunder of a Class hereunder be increased on a pro rata basis between the Revolving Commitments (of the Class or Classes selected by the Borrower) and the Term Loan Commitments based on the respective amounts of Revolving Commitments and Term Loans outstanding at such time (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Datenotice; provided that:
(A) the each increase shall be in a minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be at least $10,000,000 25,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount amounts as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to the aggregate amount of all such Commitment Increase, the total Commitments of all of the Lenders hereunder Increases shall not exceed $1,000,000,000292,500,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and with respect to any Commitment Increase in the form of Multicurrency Revolving Commitments, each Issuing Bank (such in each case, which consent shall not to be unreasonably withheldwithheld or delayed);
(D) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and;
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (unless the relevant representation and warranty already contains a materiality qualifier or, in the case of any portion of the representations and warranties already subject in Sections 3.01 (first sentence with respect to a materiality qualifierthe Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement and Sections 3.1, 3.2 and 3.4 through 3.8 of the Guarantee and Security Agreement, in each such case, such representation and warranty shall be true and correct in all respects) on and as of the 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);
(F) no Lender shall be obligated to provide any increased Commitment; and
(G) on a pro forma basis after giving effect to such Commitment Increase (calculated for this purpose assuming such Commitment Increase was fully drawn), the Adjusted Asset Coverage Ratio would be at least 2.25 to 1.00.
Appears in 2 contracts
Sources: Amendment No. 1 and Waiver (FS Energy & Power Fund), Senior Secured Credit Agreement (FS Energy & Power Fund)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Revolving Commitments hereunder of a Class be increased or a new Class of Incremental Term Commitments be created (each such proposed increase or creation being a “Commitment Increase”), ) upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender that shall have agreed to an additional Commitment of the same Class as its existing Commitment (each an “Increasing Lender”) and/or each additional lender that shall have agreed to a new Commitment or existing Lender that shall have agreed to a new Commitment of a different Class than its existing Commitment (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase or creation, as applicable, is expected to be effective (the date of actual effectiveness, the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree;
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 2 contracts
Sources: Senior Secured Credit Agreement (AB Private Credit Investors Corp), Senior Secured Credit Agreement (AB Private Credit Investors Corp)
Requests for Increase by Borrower. The Borrower may, at any timetime prior to the Maturity Date, request that and subject to the conditions set forth below in this clause (i), elect to increase the Commitments hereunder of a Class be increased (each such proposed increase election being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which date shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Termination Maturity Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Commitment Increase; and provided, further that, subject to the foregoing, each Commitment Increase shall become effective only upon satisfaction of each of the following conditions:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment commitment Increase shall be $10,000,000 3,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof or (or, in each case, in such lesser amount other amounts as the agreed to by Administrative Agent may reasonably agree;Agent),
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed the lesser of (x) $1,000,000,00075,000,000 and (y) the Obligors’ Net Worth;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheld, delayed or conditioned);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (FIDUS INVESTMENT Corp), Senior Secured Revolving Credit Agreement (FIDUS INVESTMENT Corp)
Requests for Increase by Borrower. The Borrower may, at any time, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment of such Class and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Termination Date; , provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 25,000,000 or a larger multiple of $5,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agreethereof;
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000750,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent Agent, the Swingline Lender and the Issuing Bank (each such consent not to be unreasonably withheldwithheld or delayed);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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). For the avoidance of doubt, no Lender shall be obligated to agree to an additional Commitment requested by the Borrower pursuant to this Section 2.08(e).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (BlackRock Kelso Capital CORP), Senior Secured Revolving Credit Agreement (BlackRock Kelso Capital CORP)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime after the Effective Date but prior to the Revolver Termination Date, request to propose that the Commitments hereunder of a Class hereunder be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which date shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Revolver Termination Date; provided that, subject to the foregoing, each Commitment Increase shall become effective only upon satisfaction of the following conditions:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof or (or, in each case, in such lesser amount other amounts as agreed by the Administrative Agent may reasonably agreeAgent);
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,0001,200,000,000;
(C) each Assuming Lender and the Commitment Increase shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheldwithheld or delayed);
(D) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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). For the avoidance of doubt, no Lender shall be obligated to agree to an increased Commitment requested by the Borrower pursuant to this Section 2.07(e).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Barings BDC, Inc.), Senior Secured Revolving Credit Agreement (Barings BDC, Inc.)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), ) upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is expected to be effective (the date of actual effectiveness, the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000800,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent Agent, each Swingline Lender and the each Issuing Bank (such consent not to be unreasonably withheld, delayed or conditioned);
(D) in the case of any Commitment Increase (other than a Commitment Increase used in connection with a Specified Purchase), no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E1) in the case of a Commitment Increase used in connection with a merger or consolidation with, or acquisition by an Obligor of all or substantially all of the assets of, any other business development company advised by the External Manager permitted under Section 6.03 (such Person, a “Specified Target” and such merger, consolidation or acquisition a “Specified Purchase”), the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of such Commitment Increase Date, or (2) in the case of any other Commitment Increase, the representations and warranties made by the Borrower contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Bain Capital Private Credit), Senior Secured Revolving Credit Agreement (Fortress Private Lending Fund)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime after the Restatement Effective Date but prior to the Revolver Termination Date, request to propose that the Commitments hereunder of a Class hereunder be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which date shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Revolver Termination Date; provided that, subject to the foregoing, each Commitment Increase shall become effective only upon satisfaction of the following conditions:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof or (or, in each case, in such lesser amount other amounts as agreed by the Administrative Agent may reasonably agreeAgent);
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000500,000,000;
(C) each Assuming Lender and the Commitment Increase shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheldwithheld or delayed);
(D) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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). For the avoidance of doubt, no Lender shall be obligated to agree to an increased Commitment requested by the Borrower pursuant to this Section 2.07(e).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Barings Capital Investment Corp), Senior Secured Revolving Credit Agreement (Barings Capital Investment Corp)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime on or after the Effective Date but prior to the Extended Commitment Termination Date, request to propose that the Commitments hereunder of a Class hereunder be increased (each such proposed increase being a “Commitment Increase”), upon ) (provided that in no event shall the Commitments of a Non-Extending Lender be increased hereunder) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Extended Commitment Termination Date; provided that no Lender shall be obligated to provide any increased Commitment; provided, further that:
(A) the each increase shall be in a minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be at least $10,000,000 25,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately the aggregate amount of all Commitments, including Commitment Increases effected pursuant to this Section 2.08(e), after giving effect effect, if applicable, to such Commitment Increase, the total substantially concurrent reduction of the Commitments of all of the Lenders hereunder a Non-Extending Lender in accordance with Section 2.08(f), shall not exceed $1,000,000,0002,782,500,000;
(C) in the case of a Commitment Increase under the Revolving Commitments, each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank Banks (such in each case, which consent shall not to be unreasonably withheld, conditioned or delayed);
(D) in the case of any Commitment Increase (other than a Commitment Increase used in connection with a Specified Purchase), no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment IncreaseDate; and
(E1) in the case of a Commitment Increase used in connection with a merger or consolidation with, or acquisition of all or substantially all of the assets of, any other business development company advised by the Advisor by an Obligor permitted under Section 6.03 (such Person, a “Specified Target” and such merger, consolidation or acquisition a “Specified Purchase”), the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of such Commitment Increase Date, or (2) in the case of any other Commitment Increase, the representations and warranties made by the Borrower and/or its Significant Subsidiaries, as applicable, contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).;
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Blue Owl Capital Corp), Senior Secured Revolving Credit Agreement (Owl Rock Capital Corp)
Requests for Increase by Borrower. The Borrower may, from time to time at any timetime prior to the Revolving Credit Commitment Termination Date, request propose that the Revolving Credit Commitments hereunder of a Class be increased (each such proposed increase being a “Revolving Credit Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed (in its sole discretion) to an additional increase or to assume a Revolving Credit Commitment and the date on which such increase or assumption is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Revolving Credit Commitment Termination Date; provided that:
(A) the minimum amount of any such increase shall be (1) $20,000,000 or a larger multiple of $1,000,000 or (2) any other amount consented to by the Administrative Agent, and the minimum amount of the Revolving Credit Commitment of any Assuming Lender, and the minimum amount of the increase of the Revolving Credit Commitment of any Increasing Lender, as part of such Revolving Credit Commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agreethereof;
(B) immediately after giving effect to such Commitment Increase, the total Commitments aggregate principal amount of all Incremental Loan Commitments established after the date hereof plus the aggregate principal amount of all Revolving Credit Commitment Increases obtained after the Lenders hereunder date hereof shall not exceed $1,000,000,000250,000,000;
(C) each Assuming Lender the Borrower shall be consented have delivered to by the Administrative Agent and a certificate of the Issuing Bank (such consent not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing Borrower stating on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
that (Ei) no Default has occurred and is continuing and (ii) the representations and warranties contained in this Agreement shall be are true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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); and
(D) each Assuming Lender shall be acceptable to the Administrative Agent, each Issuing Lender and each Swingline Lender in the reasonable exercise of their discretion.
Appears in 2 contracts
Sources: Credit Agreement (Geo Group Inc), Credit Agreement (Geo Group Inc)
Requests for Increase by Borrower. The Borrower may, at any time, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three ten Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Commitment Increase; provided, further that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof (or such lesser amount smaller increments as may be agreed by the Administrative Agent may reasonably agree;Agent, in its sole discretion),
(B) immediately after giving effect to such Commitment Increase, the total aggregate Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000250,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Lafayette Square USA, Inc.), Senior Secured Revolving Credit Agreement (Lafayette Square USA, Inc.)
Requests for Increase by Borrower. The Borrower may, at any timetime prior to the Revolver Termination Date, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Borrower and the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Revolver Termination Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Commitment Increase; provided, further that:
(A) the minimum amount of the Commitment (in the aggregate for all relevant Classes) of any Assuming Lender, and the minimum amount of the increase of the Commitment (in the aggregate for all relevant Classes) of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof or (or, in each case, in such lesser amount other amounts as agreed by the Borrower and the Administrative Agent may reasonably agree;Agent, in its sole discretion),
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000400,000,000;
(C) each Assuming Lender and the Commitment Increase shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp), Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Requests for Increase by Borrower. The Borrower may, at any timetime prior to the Revolver Termination Date, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Borrower and the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Revolver Termination Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Commitment Increase; provided, further that:
(A) the minimum amount of the Commitment (in the aggregate for all relevant Classes) of any Assuming Lender, and the minimum amount of the increase of the Commitment (in the aggregate for all relevant Classes) of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 5,000,000 or a larger whole multiple of $5,000,000 1,000,000 in excess thereof or (or, in each case, in such lesser amount other amounts as agreed to by the Borrower and the Administrative Agent may reasonably agree;Agent, in its sole discretion),
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000400,000,000;
(C) each Assuming Lender and the Commitment Increase shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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). For the avoidance of doubt, no Lender shall be obligated to agree to an additional Commitment requested by the Borrower pursuant to this Section 2.06(f).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp), Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Requests for Increase by Borrower. The Borrower may, at any time, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof (or such lesser any other minimum amount as may be agreed to by the Administrative Agent may reasonably agreeAgent);
(B) immediately after giving effect to such Commitment Increase, the sum of total Commitments of all of the Lenders hereunder plus the aggregate principal amount of all outstanding Term Loans shall not exceed an amount equal to (x) $1,000,000,000800,000,000 plus (y) the additional Commitment Increases of the potential lenders separately identified in writing to the Administrative Agent by the Borrower prior to the Effective Date which Commitment Increases under this clause (y) shall have been effected within ninety (90) days of the Effective Date in accordance with the terms of this Agreement and shall not exceed an amount equal to $100,000,000;
(C) no Non-Extending Lender may participate in any Commitment Increase unless in connection therewith, it shall have agreed to become an “Extending Lender” hereunder;
(D) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (each such consent not to be unreasonably withheldwithheld or delayed); provided however, the consent of the Issuing Bank shall not be required in connection with an increase of the Term Commitment;
(DE) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(EF) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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). For the avoidance of doubt, no Lender shall be obligated to agree to an additional Commitment requested by the Borrower pursuant to this Section 2.08(e).
Appears in 2 contracts
Sources: Senior Secured Credit Agreement (SLR Investment Corp.), Senior Secured Credit Agreement (SLR Investment Corp.)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime prior to the Revolver Termination Date, request to propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 thirty (30) days prior to the Commitment Revolver Termination Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Commitment Increase; provided, further that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 1,000,000 or a larger multiple of $5,000,000 500,000 (or, in excess thereof or each case, in such lesser amount other amounts as agreed by the Administrative Agent may reasonably agree;Agent),
(B) immediately after giving effect to such Commitment Increase, the sum of (i) the total Commitments of all of the Lenders hereunder and (ii) the aggregate outstanding principal amount of any Term Loans as of the Commitment Increase Date shall not exceed the lesser of (x) 100% of the Obligors’ Net Worth at such time and (y) $1,000,000,000500,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheldwithheld or delayed);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Sierra Income Corp), Senior Secured Revolving Credit Agreement (Sierra Income Corp)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime on or after the Effective Date but prior to the Commitment Termination Date, request to propose that the Revolving Commitments hereunder of a Class hereunder be increased or a new Class of Incremental Term Commitments be created (each such proposed increase or creation being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender that shall have agreed to an additional Commitment of the same Class as its existing Commitment (each an “Increasing Lender”) and/or each additional lender that shall have agreed to a new Commitment or existing Lender that shall have agreed to a new Commitment of a different Class than its existing Commitment (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase or creation, as applicable, is expected to be effective (the date of actual effectiveness, the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Termination Date; provided that no Lender shall be obligated to provide any increased Commitment; provided, further that:
(A) the each increase shall be in a minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be at least $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to any such Commitment Increase, the total Commitments aggregate amount of all of the Lenders hereunder Revolving Commitments and outstanding Term Loans shall not exceed $1,000,000,0003,555,000,000;
(C) in the case of a Commitment Increase under the Revolving Commitments, each Assuming Lender shall be consented to by the Administrative Agent Agent, the Swingline Lenders and the Issuing Bank Banks (such in each case, which consent shall not to be unreasonably withheld, conditioned or delayed);
(D) in the case of any Commitment Increase (other than a Commitment Increase used in connection with a Specified Purchase), no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment IncreaseDate; and
(E1) in the case of a Commitment Increase used in connection with a merger or consolidation with, or acquisition of all or substantially all of the assets of, any other business development company advised by the Advisor by an Obligor permitted under Section 6.03 (such Person, a “Specified Target” and such merger, consolidation or acquisition a “Specified Purchase”), the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of such Commitment Increase Date, or (2) in the case of any other Commitment Increase, the representations and warranties made by the Borrower and/or its Significant Subsidiaries, as applicable, contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Goldman Sachs Private Credit Corp.), Senior Secured Revolving Credit Agreement (Goldman Sachs Private Credit Corp.)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime on or after the Effective Date but prior to the Commitment Termination Date, request to propose that the Revolving Commitments hereunder of a Class hereunder be increased or a new Class of Incremental Term Commitments be created (each such proposed increase or creation being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase or creation, as applicable, is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Termination Date; provided that no Lender shall be obligated to provide any increased Commitment; provided, further that:
(A) the each increase shall be in a minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be at least $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments aggregate amount of all of the Lenders hereunder Commitments, including Commitment Increases effected pursuant to this Section 2.08(e), shall not exceed $1,000,000,0001,695,000,0001,770,000,000 ;
(C) in the case of a Commitment Increase under the Revolving Commitments, each Assuming Lender shall be consented to by the Administrative Agent Agent, the Swingline Lenders and the Issuing Bank Banks (such in each case, which consent shall not to be unreasonably withheld, conditioned or delayed);
(D) in the case of any Commitment Increase (other than a Commitment Increase used in connection with a Specified Purchase), no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment IncreaseDate; and
(E1) in the case of a Commitment Increase used in connection with a merger or consolidation with, or acquisition of all or substantially all of the assets of, any other business development company advised by the Advisor by an Obligor permitted under Section 6.03 (such Person, a “Specified Target” and such merger, consolidation or acquisition a “Specified Purchase”), the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of such Commitment Increase Date, or (2) in the case of any other Commitment Increase, the representations and warranties made by the Borrower and/or its Significant Subsidiaries, as applicable, contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Goldman Sachs Private Credit Corp.)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the BUSINESS.29259741.231546920 “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Termination Date; provided that, subject to the foregoing, each Commitment Increase shall become effective only upon satisfaction of the following conditions:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agree;
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the each Issuing Bank (such consent not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and;
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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);
(F) Borrower shall have paid in full to the Administrative Agent and the Lenders all fees and invoiced expenses related to this Agreement due and owing on or prior to the Commitment Increase Date, including any up-front fee due to any Lender on or prior to the Commitment Increase Date; and
(G) if requested, the Borrower has, as applicable, executed and delivered: (x) a new promissory note payable to the order of each Assuming Lender; or (y) a replacement promissory note payable to the order of each Increasing Lender.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund LLC)
Requests for Increase by Borrower. The Borrower may, at any time, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Commitment Increase; provided, further that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agree;thereof,
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000450,000,000600,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld)Bank;
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Fifth Street Finance Corp)
Requests for Increase by Borrower. The Borrower may, at any time, request propose that the Commitments additional Loans be issued hereunder of a Class be increased (each such proposed increase being a “Commitment Term Loan Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an make additional Commitment Loans and the date on which such increase is to be effective (the “Commitment Term Loan Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Maturity Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Term Loan Increase; provided, further that:
(A) the minimum amount of the Commitment Loans of any Assuming Lender, and the minimum amount of the increase of the Commitment Loans of any Increasing Lender, as part of such Commitment Term Loan Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agree;thereof,
(B) immediately after giving effect to such Commitment Term Loan Increase, the total Commitments sum of (i) the aggregate amount of outstanding Revolving Loans and unused “Commitments” of all of the Revolving Lenders hereunder under the Revolving Credit Facility and (ii) the aggregate outstanding principal amount of the Loans as of the Term Loan Increase Date shall not exceed $1,000,000,000225,000,000 (or such other amount as permitted under Section 2.06(f)(i)(B) of the Revolving Credit Facility);
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Term Loan Increase Date or shall result from the proposed Commitment Term Loan Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the Commitment Term Loan 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).
Appears in 1 contract
Sources: Senior Secured Term Loan Credit Agreement (THL Credit, Inc.)
Requests for Increase by Borrower. The Borrower may, at any timetime prior to the Term Loan Maturity Date, request on not more than two occasions on or after the Effective Date (counted to include each occasion of establishment of Incremental Facility Commitments and each Revolving Credit Commitment Increase) propose that the Term Loan Commitments hereunder of a Class be increased (each such proposed increase being a “Term Loan Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Term Loan Lender (each an “Increasing Term Loan Lender”) and/or each additional lender (each an “Assuming Term Loan Lender”) that shall have agreed to an additional Term Loan Commitment and the date on which such increase is to be effective (the date on which all the conditions set forth in this Section 2.08(f) have been satisfied, the “Term Loan Commitment Increase Effective Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Term Loan Maturity Date; provided that:
(A) the minimum aggregate amount, cumulative of any such Term Loan Commitment Increase, together with the aggregate amount of the Commitment all Incremental Facility Commitments of all Series and any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Revolving Credit Commitment Increase established after the date hereof, shall be not exceed $10,000,000 or a larger multiple of $5,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agree;25,000,000,
(B) immediately after giving effect the Borrower shall have delivered to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and a certificate of the Issuing Bank Borrower stating on such Term Loan Commitment Increase Date that (such consent not to be unreasonably withheld);
(Di) no Default shall have has occurred and be is continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
and (Eii) the representations and warranties contained in this Agreement shall be are true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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), and
(C) each Assuming Term Loan Lender shall be reasonably acceptable to the Administrative Agent.
Appears in 1 contract
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime on or after the Effective Date but prior to the Commitment Termination Date, request to propose that the Revolving Commitments hereunder of a Class hereunder be increased or a new Class of Incremental Term Commitments be created (each such proposed increase or creation being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender that shall have agreed to an additional Commitment of the same Class as its existing Commitment (each an “Increasing Lender”) and/or each additional lender that shall have agreed to a new Commitment or existing Lender that shall have agreed to a new Commitment of a different Class than its existing Commitment (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase or creation, as applicable, is expected to be effective (the date of actual effectiveness, the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Termination Date; provided that no Lender shall be obligated to provide any increased Commitment; provided, further that:
(A) the each increase shall be in a minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be at least $10,000,000 25,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree;
(B); ( ) immediately after giving effect to any such Commitment Increase, the total Commitments aggregate amount of all of the Lenders hereunder Revolving Commitments, including Commitment Increases effected pursuant to this Section 2.08(e), shall not exceed $1,000,000,0001,635,000,000; and outstanding Term Loans shall not exceed (x) if effectuated prior to the OTF II Merger Date, $2,000,000,000 or (y ) if effectuated on or after the OTF II Merger Date, $3,825,000,000;
(CB) in the case of a Commitment Increase under the Revolving Commitments, each Assuming Lender shall be consented to by the Administrative Agent and, the Issuing Banks and the Issuing Bank Swingline Lenders (such in each case, which consent shall not to be unreasonably withheld, conditioned or delayed);
(DC) in the case of any Commitment Increase (other than a Commitment Increase used in connection with a Specified Purchase), no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment IncreaseDate; and
(ED) (1) in the case of a Commitment Increase used in connection with a merger or consolidation with, or acquisition of all or substantially all of the assets of, any other business development company advised by the Advisor by an Obligor permitted under Section 6.03 (such Person, a “Specified Target” and such merger, consolidation or acquisition a “Specified Purchase”), the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of such Commitment Increase Date, or (2) in the case of any other Commitment Increase, the representations and warranties made by the Borrower and/or its Significant Subsidiaries, as applicable, contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Blue Owl Technology Finance Corp.)
Requests for Increase by Borrower. The Borrower may, at any time, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Commitment Increase; provided, further that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agree;thereof,
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000600,000,000800,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld)Bank;
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Fifth Street Finance Corp)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime prior to the Revolver Termination Date, request to propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 thirty (30) days prior to the Commitment Revolver Termination Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Commitment Increase; provided, further that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 1,000,000 or a larger multiple of $5,000,000 500,000 (or, in excess thereof or each case, in such lesser amount other amounts as agreed by the Administrative Agent may reasonably agree;Agent),
(B) immediately after giving effect to such Commitment Increase, the sum of (i) the total Commitments of all of the Lenders hereunder and (ii) the aggregate outstanding principal amount of the Term Loans as of the Commitment Increase Date shall not exceed the lesser of (x) 100% of the Obligors’ Net Worth at such time and (y) $1,000,000,000600,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheldwithheld or delayed);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Medley Capital Corp)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,0001,250,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the each Issuing Bank (such consent not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender that shall have agreed to an additional Commitment of the same Class as its existing Commitment (each an “Increasing Lender”) and/or each additional lender that shall have agreed to a new Commitment or existing Lender that shall have agreed to a new Commitment of a different Class than its existing Commitment (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is expected to be effective (the date of actual effectiveness, the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Extended Commitment Termination Date; provided that:, any Non-Extending Lender with a Commitment being reduced pursuant to Section 2.08(f) may agree to a new Commitment of a different Class than its prior Commitment and such Non-Extending Lender shall be an Increasing Lender for purposes of this Section 2.08(e) (so long as the proposed increase in Commitments is equivalent to the amount of such reduction pursuant to Section 2.08(f)), and provided further that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agree;
(B) immediately after giving effect to such Commitment IncreaseIncrease (including, if applicable, the substantially concurrent reduction of the Commitments of a Non-Extending Lender in accordance with Section 2.08(f)), the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,0002,542,500,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent Agent, the Swingline Lenders and the Issuing Bank BankBanks (such consent not to be unreasonably withheld);
(D) in the case of any Commitment Increase (other than a Commitment Increase used in connection with a Specified Purchase), no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E1) in the case of a Commitment Increase used in connection with a merger or consolidation with, or acquisition of all or substantially all of the assets of, any other business development company advised by the Investment Adviser by an Obligor permitted under Section 6.03 (such Person, a “Specified Target” and such merger, consolidation or acquisition a “Specified Purchase”), the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of such Commitment Increase Date, or (2) in the case of any other Commitment Increase, the representations and warranties made by the Borrower and/or its Significant Subsidiaries, as applicable, contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agree;
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000900,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the each Issuing Bank (such consent not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp.)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime after the Effective Date but prior to the Commitment Termination Date, request to propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(A) the each increase shall be in a minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be at least $10,000,000 or a larger multiple of $5,000,000 in excess thereof 25,000,000 (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments aggregate amount of all of the Lenders hereunder Commitment Increases shall not exceed $1,000,000,000125,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld);
(D) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(ED) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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). No Lender shall be obligated to provide any increased Commitment.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (American Capital, LTD)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime after the Restatement Effective Date but prior to the Commitment Termination Date, request to propose that the Commitments hereunder of a Class hereunder be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(A) the each increase shall be in a minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be at least $10,000,000 25,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments aggregate amount of all of the Lenders hereunder Commitment Increases shall not exceed $1,000,000,000632,500,000;
(C) no Non-Extending Lender may participate in any Commitment Increase unless in connection therewith, it shall have agreed to become an “Extending Lender” hereunder;
(D) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld)Banks;
(DE) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(EF) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject in Sections 3.01 (first sentence with respect to a materiality qualifierthe Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.09 of the Guarantee and Security Agreement, true and correct in all respects) on and as of the 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). No Lender shall be obligated to provide any increased Commitment.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Ares Capital Corp)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime after the Effective Date but prior to the Commitment Termination Date, request to propose that the Commitments hereunder of a Class hereunder be increased (each such proposed increase or addition being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender that shall have agreed to an additional Commitment of the same Class as its existing Commitment (each each, an “Increasing Lender”) and/or each additional lender that shall have agreed to a new Commitment or existing Lender that shall have agreed to a new Commitment of a different Class than its existing Commitment (each each, an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which date shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Termination Date; provided that, subject to the foregoing, each Commitment Increase shall become effective only upon satisfaction of the following conditions:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof or (or, in each case, in such lesser amount other amounts as agreed by the Administrative Agent may reasonably agreeAgent);
(B) immediately after giving effect to such Commitment Increase, the total aggregate amount of all Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000500,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and, in the case of an Assuming Lender with a new Multicurrency Commitment, by the Issuing Bank, and the Issuing Bank Commitment Increase shall be consented to by the Administrative Agent (such which consent shall, in each case specified in this clause (C), not to be unreasonably withheldwithheld or delayed);
(D) no Default or Event of Default shall have occurred and be continuing on such the applicable Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the applicable 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). For the avoidance of doubt, no Lender shall be obligated to agree to an increased or new Commitment requested by the Borrower pursuant to this Section 2.07(e).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Vista Credit Strategic Lending Corp.)
Requests for Increase by Borrower. The Borrower may, at any time, request propose that the Commitments additional Loans be issued hereunder of a Class be increased (each such proposed increase being a “Commitment Term Loan Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an make additional Commitment Loans and the date on which such increase is to be effective (the “Commitment Term Loan Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agreeagree in its sole discretion) after delivery of such notice and 30 days prior to the Commitment Termination Maturity Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Term Loan Increase; provided, further that:
(A) the minimum amount of the Commitment Loans of any Assuming Lender, and the minimum amount of the increase of the Commitment Loans of any Increasing Lender, as part of such Commitment Term Loan Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof (or such lesser amount smaller increments as may be agreed by the Administrative Agent may reasonably agree;Agent, in its sole discretion),
(B) immediately after giving effect to such Commitment Term Loan Increase, the total Commitments sum of (i) the aggregate amount of outstanding Revolving Loans and unused “Commitments” of all of the Revolving Lenders hereunder under the Revolving Credit Facility and (ii) the aggregate outstanding principal amount of the Loans as of the Term Loan Increase Date shall not exceed the lesser of $1,000,000,000400,000,000600,000,000 and the Obligor’s Net Worth (or such other greater amount as permitted under Section 2.06(f)(i)(B) of the Revolving Credit Facility);
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Term Loan Increase Date or shall result from the proposed Commitment Term Loan Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the Commitment Term Loan 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).
Appears in 1 contract
Sources: Senior Secured Term Loan Credit Agreement (THL Credit, Inc.)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime prior to the Revolver Termination Date, request to propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 thirty (30) days prior to the Commitment Revolver Termination Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Commitment Increase; provided, further that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 1,000,000 or a larger whole multiple of $5,000,000 500,000 in excess thereof or (or, in each case, in such lesser amount other amounts as agreed by the Administrative Agent may reasonably agree;Agent),
(B) immediately after giving effect to such Commitment Increase, the sum of the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000175,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheldwithheld or delayed);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (FS Investment Corp II)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000750,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Requests for Increase by Borrower. The Borrower may, at any time, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Revolver Termination Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Commitment Increase; provided, further that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment commitmentCommitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof (or such lesser amount smaller increments as may be agreed by the Administrative Agent may reasonably agree;Agent, in its sole discretion),
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder as of the Commitment Increase Date shall not exceed the lesser of $1,000,000,0005300,000,000 and the Obligors’ Net Worth;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (THL Credit, Inc.)
Requests for Increase by Borrower. The Borrower may, at any timetime prior to the Revolver Termination Date, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Revolver Termination Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Commitment Increase; provided, further that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agree;thereof,
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed the lesser of (x) $1,000,000,000100,000,000 and (y) the Obligors’ Net Worth;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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).
Appears in 1 contract
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime on or after the Effective Date but prior to the Commitment Termination Date, request to propose that the Revolving Commitments hereunder of a Class hereunder be increased or a new Class of Incremental Term Commitments be created (each such proposed increase or creation being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender that shall have agreed to an additional Commitment of the same Class as its existing Commitment (each an “Increasing Lender”) and/or each additional lender that shall have agreed to a new Commitment or existing lender that shall have agreed to a new Commitment of a different Class than its existing Commitment (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase or creation, as applicable, is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Termination Date; provided that no Lender shall be obligated to provide any increased Commitment; provided, further that:
(A) the each increase shall be in a minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be at least $10,000,000 or a larger multiple of $5,000,000 in excess thereof or (or, in each case, such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments aggregate amount of all of the Lenders hereunder Revolving Commitments and outstanding Term Loans shall not exceed $1,000,000,000750,000,000;
(C) in the case of a Commitment Increase under the Revolving Commitments, each Assuming Lender shall be consented to by the Administrative Agent Agent, the Issuing Banks and the Issuing Bank Swingline Lenders, in each case, holding Commitments of the same Class as such Assuming Lender (such in each case, which consent shall not to be unreasonably withheld, conditioned or delayed);
(D) in the case of any Commitment Increase (other than a Commitment Increase used in connection with a Specified Purchase), no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment IncreaseDate; and
(E1) in the case of a Commitment Increase used in connection with a merger or consolidation with, or acquisition of all or substantially all of the assets of, any other business development company advised by the Advisor by an Obligor permitted under Section 6.03 (such Person, a “Specified Target” and such merger, consolidation or acquisition a “Specified Purchase”), the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of such Commitment Increase Date, or (2) in the case of any other Commitment Increase, the representations and warranties made by the Borrower and/or its Significant Subsidiaries, as applicable, contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Fidelity Private Credit Co LLC)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), ) upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(A) : the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree;
); provided that this clause (BA) shall not be a condition to a Commitment Increase following any Lender’s delivery of a GBSA Notice; immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000;
(C) 1,500,000,000; each Assuming Lender shall be consented to by the Administrative Agent and the each Issuing Bank (such consent not to be unreasonably withheldwithheld or delayed);
(D) ; no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) and the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Owl Rock Capital Corp)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agree;
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000500,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the each Issuing Bank (such consent not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp.)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Revolving Commitments hereunder of a Class be increased or a new Class of Incremental Term Commitments be created (each such proposed increase or creation being a “Commitment Increase”), upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender that shall have agreed to an additional Commitment of the same Class as its existing Commitment (each an “Increasing Lender”) and/or each additional lender that shall have agreed to a new Commitment or existing Lender that shall have agreed to a new Commitment of a different Class than its existing Commitment (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase or creation, as applicable, is expected to be effective (the date of actual effectiveness, the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,0003,420,000,0004,012,500,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and and, in the case of a Commitment Increase under the Revolving Commitments, each Issuing Bank and each Swingline Lender (such consent not to be unreasonably withheldwithheld or delayed);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Sixth Street Lending Partners)
Requests for Increase by Borrower. The Borrower may, at any timetime prior to the Revolver Termination Date, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Borrower and the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Revolver Termination Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Commitment Increase; provided, further that:
: (A) the minimum amount of the Commitment (in the aggregate for all relevant Classes) of any Assuming Lender, and the minimum amount of the increase of the Commitment (in the aggregate for all relevant Classes) of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 5,000,000 or a larger whole multiple of $5,000,000 1,000,000 in excess thereof or (or, in each case, in such lesser amount other amounts as agreed to by the Borrower and the Administrative Agent may reasonably agree;
Agent, in its sole discretion), (B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase400,000,000; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).60
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Borrower shall provide notice to the Administrative Agent specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agreethereof;
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000500,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Revolving Credit Agreement (Goldman Sachs BDC, Inc.)
Requests for Increase by Borrower. The Borrower may, at any time, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof (or such lesser any other minimum amount as may be agreed to by the Administrative Agent may reasonably agreeAgent);
(B) immediately after giving effect to such Commitment Increase, the sum of total Commitments of all of the Lenders hereunder plus the aggregate principal amount of all outstanding Term Loans shall not exceed an amount equal to (x) $1,000,000,000900,000,000 plus (y) the additional Commitment Increases of the potential lenders separately identified in writing to the Administrative Agent by the Borrower prior to the Effective Date which Commitment Increases under this clause (y) shall have been effected within ninety (90) days of the Effective Date in accordance with the terms of this Agreement and shall not exceed an amount equal to $100,000,000;
(C) no Non-Extending Lender may participate in any Commitment Increase unless in connection therewith, it shall have agreed to become an “Extending Lender” hereunder;
(D) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (each such consent not to be unreasonably withheldwithheld or delayed); provided however, the consent of the Issuing Bank shall not be required in connection with an increase of the Term Commitment;
(DE) no Default shall have occurred and be continuing on such Commitment 93842062.2 Increase Date or shall result from the proposed Commitment Increase; and
(EF) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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). For the avoidance of doubt, no Lender shall be obligated to agree to an additional Commitment requested by the Borrower pursuant to this Section 2.08(e).
Appears in 1 contract
Sources: Senior Secured Credit Agreement (SLR Investment Corp.)
Requests for Increase by Borrower. The Borrower may, at any timetime prior to the Revolver Termination Date, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which date shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Revolver Termination Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Commitment Increase; provided, further that, subject to the foregoing, each Commitment Increase shall become effective only upon satisfaction of the following conditions:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof or (or, in each case, in such lesser amount other amounts as the agreed to by Administrative Agent may reasonably agree;Agent),
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000150,000,000200,000,000;
(C) each Assuming Lender and the Commitment Increase shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Capitala Finance Corp.)
Requests for Increase by Borrower. The Borrower may, at any timetime prior to the Revolver Termination Date, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which date shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Revolver Termination Date; provided that, subject to the foregoing, each Commitment Increase shall become effective only upon satisfaction of the following conditions:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof or (or, in each case, in such lesser amount other amounts as agreed by the Administrative Agent may reasonably agree;Agent),
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed the greater of (x) $1,000,000,0001,250,000,000 and (y) 100% of the Obligors’ Net Worth as of the Commitment Increase Date;
(C) each Assuming Lender and the Commitment Increase shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheldwithheld or delayed);
(D) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).;
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp)
Requests for Increase by Borrower. The Borrower may, at any timetime after the Restatement Effective Date but prior to the Commitment Termination Date, request propose that the Dollar Commitments hereunder of a Class or Multicurrency Commitments be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed (in its sole discretion) to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 25,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agreeshall determine);
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000150% of the total aggregate Commitments as of the Restatement Effective Date;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank Banks (such consent consents not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Apollo Investment Corp)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), ) upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree); provided that this clause (A) shall not be a condition to a Commitment Increase following any Lender’s delivery of a GBSA Notice;
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,0001,300,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the each Issuing Bank (such consent not to be unreasonably withheldwithheld or delayed);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Owl Rock Core Income Corp.)
Requests for Increase by Borrower. The Borrower may, at any timetime prior to the Revolver Termination Date, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which date shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Revolver Termination Date; provided that:
, subject to the foregoing, each Commitment Increase shall become effective only upon satisfaction of the following conditions: (A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof or (or, in each case, in such lesser amount other amounts as agreed by the Administrative Agent may reasonably agree;
Agent), (B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed the greater of (x) $1,000,000,000;
800,000,0001,250,000,000 and (y) 100% of the Obligors’ Net Worth as of the Commitment Increase Date; (C) each Assuming Lender and the Commitment Increase shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheldwithheld or delayed);
; (D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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 date50).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class of Commitments be increased (each such proposed increase being a “Commitment Increase”) (provided that in no event shall a Class of Non-Extended Loans be increased hereunder), upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Extended Commitment Termination Date; provided that:
(A) : the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree;
(B) ); immediately after giving effect to such Commitment IncreaseIncrease (including, if applicable, the substantially concurrent reduction of the Commitments of a Non-Extending Lender in accordance with Section 2.08(f)), the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000;
(C) 2,000,000,000; each Assuming Lender shall be consented to by the Administrative Agent and the each Issuing Bank (such consent not to be unreasonably withheld);
(D) ; no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) and the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.)
Requests for Increase by Borrower. The Borrower may, at any timetime after the Restatement Effective Date but prior to the Commitment Termination Date, request propose that the Dollar Commitments hereunder of a Class or Multicurrency Commitments be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 25,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agreeshall determine);
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,0001,710,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent consents not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Apollo Investment Corp)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class of Commitments be increased (each such proposed increase being a “Commitment Increase”) (provided that in no event shall a Class of Non-Extended Loans be increased hereunder), upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Extended Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment IncreaseIncrease (including, if applicable, the substantially concurrent reduction of the Commitments of a Non-Extending Lender in accordance with Section 2.08(f)), the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000956,250,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Borrower shall provide notice to the Administrative Agent specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agreethereof;
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000300,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Requests for Increase by Borrower. The Borrower may, at any time, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment of such Class and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 25,000,000 or a larger multiple of $5,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agreethereof; provided that this clause (A) shall not be a condition to a Commitment Increase following any Lender’s delivery of a GBSA Notice;
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000750,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent Agent, the Swingline Lender and the Issuing Bank (each such consent not to be unreasonably withheld)withheld or delayed) and no Non-Extending Lender may participate in any Commitment Increase unless in connection therewith such Lender shall have agreed to become an “Extending Lender” under this Agreement;
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of other than any portion of the representations and warranties already subject representation or warranty that is qualified by materiality or by reference to a materiality qualifierMaterial Adverse Change, which representation or warranty shall be true and correct in all respects) on and as of the 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). For the avoidance of doubt, no Lender shall be obligated to agree to an additional Commitment requested by the Borrower pursuant to this Section 2.08(e).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (BlackRock Capital Investment Corp)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime on or after the Effective Date but prior to the Termination Date, request to propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”)) either permanently or temporarily (any such temporary increase, upon a “Temporary Commitment Increase”) by notice to the Administrative Agent Agent, specifying (who shall promptly notify the Lenders), which notice shall specify x) each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and Commitment, (y) the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Termination Date and (z) whether such increase is to be permanent or temporary and, if such increase is temporary, the date on which such Temporary Commitment Increase shall terminate (as specified by the Borrower) (which date shall be at least fourteen (14) days after the Commitment Increase Date) (such date, the “Temporary Increase Termination Date”); provided that no Lender shall be obligated to provide any increased Commitment; provided, further that:
(A) the each increase shall be in a minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be at least $10,000,000 1,000,000 or a larger multiple of $5,000,000 500,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments aggregate amount of all of the Lenders hereunder Commitments, including Commitment Increases effected pursuant to this Section 2.05(e), shall not exceed $1,000,000,00025,000,000;
(C) no more than four (4) Temporary Commitment Increases may be requested in any twelve-month period;
(D) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheld, conditioned or delayed);
(DE) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment IncreaseDate; and
(EF) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Credit Agreement (First Trust Enhanced Private Credit Fund)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class be increased (each such proposed increase increase
being a “Commitment Increase”), ) upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,0001,560,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the each Issuing Bank (such consent not to be unreasonably withheldwithheld or delayed);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Owl Rock Technology Finance Corp.)
Requests for Increase by Borrower. The Borrower may, may at any time, request time propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of such increase shall be $25,000,000 or a larger multiple of $25,000,000 in excess thereof, and the maximum amount of such increase shall not exceed $250,000,000;
(B) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 25,000,000 or a larger multiple of $5,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agree;
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000thereof;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld)Bank;
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Ares Capital Corp)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime on or after the Closing Date but prior to the Termination Date, request to propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify with a copy to the LendersCollateral Agent), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three 30 Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after the delivery of such notice and 30 at least 90 calendar days prior to the Commitment Termination Date; provided that:
. With respect to any such proposal from the Borrower, (Aw) the minimum amount of the Commitment of any each Assuming Lender, Lender and the minimum amount of the increase of the Commitment of any each Increasing Lender, as part of applicable, may approve or decline such increase in its Commitment in its sole and absolute discretion; (x) no Lender shall be obligated to provide any increased Commitment; (y) the Administrative Agent in its sole and absolute discretion may approve or decline any proposed Commitment Increase request by the Borrower pursuant to this clause (a); and (z):
(i) each increase shall be in a minimum amount of at least $10,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(Bii) immediately after giving effect to such Commitment Increase, the total Commitments aggregate amount of all of the Lenders hereunder Commitments, including Commitment Increases effected pursuant to this Section 2.16 shall not exceed $1,000,000,000the Maximum Facility Amount;
(Ciii) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld)Agent;
(Div) in the case of any Commitment Increase, no Default or Event of Default or Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed occur after giving effect to such Commitment Increase; and
(Ev) the representations and warranties contained in this Agreement and other Transaction Documents of the Borrower, the Collateral Manager and the Equityholder shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Requests for Increase by Borrower. The Borrower may, at any timetime prior to the Revolver Termination Date, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Borrower and the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Revolver Termination Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Commitment Increase; provided, further that:
(A) the minimum amount of the Commitment (in the aggregate for all relevant Classes) of any Assuming Lender, and the minimum amount of the increase of the Commitment (in the aggregate for all relevant Classes) of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 5,000,000 or a larger whole multiple of $5,000,000 1,000,000 in excess thereof or (or, in each case, in such lesser amount other amounts as agreed to by the Borrower and the Administrative Agent may reasonably agree;Agent, in its sole discretion),
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000400,000,000;
(C) each Assuming Lender and the Commitment Increase shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; andand BUSINESS.29724285.831568132
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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). For the avoidance of doubt, no Lender shall be obligated to agree to an additional Commitment requested by the Borrower pursuant to this Section 2.06(f).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class of Commitments be increased (each such proposed increase being a “Commitment Increase”) (provided that in no event shall a Class of Non-Extended Loans be increased hereunder), upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Extended Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree;); 722276124 11299570 33 Revolving Credit Agreement
(B) immediately after giving effect to such Commitment IncreaseIncrease (including, if applicable, the substantially concurrent reduction of the Commitments of a Non-Extending Lender in accordance with Section 2.08(f)), the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,0001,250,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the each Issuing Bank (such consent not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class of Commitments be increased (each such proposed increase being a “Commitment Increase”) (provided that in no event shall a Class of Non-Extended Loans be increased hereunder), upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Extended Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment IncreaseIncrease (including, if applicable, the substantially concurrent reduction of the Commitments of a Non-Extending Lender in accordance with Section 2.08(f)), the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,0002,000,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the each Issuing Bank (such consent not to be unreasonably withheldwithheld or delayed);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime on or after the Effective Date but prior to the Commitment Termination Date, request to propose that the Revolving Commitments hereunder of a Class hereunder be increased or a new Class of Incremental Term Commitments be created (each such proposed increase or creation being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase or creation, as applicable, is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Termination Date; provided that no Lender shall be obligated to provide any increased Commitment; provided, further that:
(A) the each increase shall be in a minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be at least $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments aggregate amount of all of the Lenders hereunder Commitments, including Commitment Increases effected pursuant to this Section 2.08(e), shall not exceed $1,000,000,0001,500,000,0001,695,000,000 ;
(C) in the case of a Commitment Increase under the Revolving Commitments, each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank Banks (such in each case, which consent shall not to be unreasonably withheld, conditioned or delayed);
(D) in the case of any Commitment Increase (other than a Commitment Increase used in connection with a Specified Purchase), no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment IncreaseDate; and
(E1) in the case of a Commitment Increase used in connection with a merger or consolidation with, or acquisition of all or substantially all of the assets of, any other business development company advised by the Advisor by an Obligor permitted under Section 6.03 (such Person, a “Specified Target” and such merger, consolidation or acquisition a “Specified Purchase”), the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of such Commitment Increase Date, or (2) in the case of any other Commitment Increase, the representations and warranties made by the Borrower and/or its Significant Subsidiaries, as applicable, contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Goldman Sachs Private Credit Corp.)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime prior to the Revolver Termination Date, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 thirty (30) days prior to the Commitment Revolver Termination Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Commitment Increase; provided, further that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 1,000,000 or a larger multiple of $5,000,000 500,000 (or, in excess thereof or each case, in such lesser amount other amounts as agreed by the Administrative Agent may reasonably agree;Agent),
(B) immediately after giving effect to such Commitment Increase, the sum of (i) the total Commitments of all of the Lenders hereunder and (ii) the aggregate outstanding principal amount of any Term Loans as of the Commitment Increase Date shall not exceed the lesser of (x) 100% of the Obligors’ Net Worth at such time and (y) $1,000,000,000100,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheldwithheld or delayed);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Sierra Income Corp)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime after the Effective Date but prior to the Revolver Termination Date, request to propose that the Commitments hereunder of a Class hereunder be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which date shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Revolver Termination Date; provided that, subject to the foregoing, each Commitment Increase shall become effective only upon satisfaction of the following conditions:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof or (or, in each case, in such lesser amount other amounts as agreed by the Administrative Agent may reasonably agreeAgent);
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,0001,200,000,0001,500,000,000;
(C) each Assuming Lender and the Commitment Increase shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheldwithheld or delayed);
(D) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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). For the avoidance of doubt, no Lender shall be obligated to agree to an increased Commitment requested by the Borrower pursuant to this Section 2.07(e).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Barings BDC, Inc.)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Borrower shall provide notice to the Administrative Agent specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agreethereof;
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000600,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld)Bank;
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Revolving Commitments hereunder of a Class be increased or a new Class of DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780 Incremental Term Commitments be created (each such proposed increase or creation being a “Commitment Increase”), ) upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase or creation, as applicable, is expected to be effective (the date of actual effectiveness, the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,0001,500,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and, in the case of a Commitment Increase under the Revolving Commitments, each Swingline Lender and the each Issuing Bank (such consent not to be unreasonably withheld, delayed or conditioned);
(D) in the case of any Commitment Increase (other than a Commitment Increase used in connection with a Specified Purchase), no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E1) in the case of a Commitment Increase used in connection with a merger or consolidation with, or acquisition by an Obligor of all or substantially all of the assets of, any other business development company advised by the External Manager permitted under Section 6.03 (such Person, a “Specified Target” and such merger, consolidation or acquisition a “Specified Purchase”), the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of such Commitment Increase Date, or (2) in the case of any other Commitment Increase, the representations and warranties made by the Borrower and/or its Subsidiaries, as applicable, contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).. DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Bain Capital Specialty Finance, Inc.)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime after the Effective Date but prior to the applicable Commitment Termination Date, request to propose that the Commitments hereunder of a Class hereunder be increased or a new Class of Incremental Term Commitments be created (each such proposed increase or creation being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase or creation, as applicable, is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the applicable Commitment Termination Date; provided that no Lender shall be obligated to provide any increased Commitment; provided, further that:
(A) the each increase shall be in a minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be at least $10,000,000 25,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments aggregate amount of all of the Lenders hereunder Commitment Increases effected pursuant to this Section 2.08(f), shall not exceed $1,000,000,000;
(C) in the case of a Commitment Increase under the Revolving Commitments, each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank Banks (such in each case, which consent shall not to be unreasonably withheld, conditioned or delayed);
(D) in the case of any Commitment Increase (other than a Commitment Increase of Incremental Term Commitments used in connection with a Specified Purchase), no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; andDate;
(E) (1) in the case of a Commitment Increase of Incremental Term Commitments used in connection with a merger or consolidation with, or acquisition of all or substantially all of the assets of, any other Person by an Obligor permitted under Section 6.03 (such Person, a “Specified Target” and such merger, consolidation or acquisition a “Specified Purchase”), the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of such Commitment Increase Date, or (2) in the case of any other Commitment Increase, the representations and warranties made by the Borrower and/or its Significant Subsidiaries, as applicable, contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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); and
(F) no 2027 Revolving Commitments or 2027 Term Loans may be increased pursuant to this clause (f), unless extended in accordance with Section 2.22(c).
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Blackstone Secured Lending Fund)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class of Commitments be increased (each such proposed increase being a “Commitment Increase”) (provided that in no event shall a Class of Non-Extended Loans be increased hereunder), upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender that shall have agreed to an additional Commitment of the same Class as its existing Commitment (each an “Increasing Lender”) and/or each additional lender that shall have agreed to a new Commitment or existing Lender that shall have agreed to a new Commitment of a different Class than its existing Commitment (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is expected to be effective (the date of actual effectiveness, the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Extended Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agree;
(B) immediately after giving effect to such Commitment IncreaseIncrease (including, if applicable, the substantially concurrent reduction of the Commitments of a Non-Extending Lender in accordance with Section 2.08(f), the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,0002,175,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Agent, each Issuing Bank and each Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed);; 777795439
(D) in the case of any Commitment Increase (other than a Commitment Increase used in connection with a Specified Purchase), no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E1) in the case of a Commitment Increase used in connection with a merger or consolidation with, or acquisition of all or substantially all of the assets of, any other business development company advised by the Investment Adviser by an Obligor permitted under Section 6.03 (such Person, a “Specified Target” and such merger, consolidation or acquisition a “Specified Purchase”), the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of such Commitment Increase Date, or (2) in the case of any other Commitment Increase, the representations and warranties made by the Borrower contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Morgan Stanley Direct Lending Fund)
Requests for Increase by Borrower. The Borrower may, at any timetime prior to the Revolver Termination Date, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which date shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Revolver Termination Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Commitment Increase; provided, further that, subject to the foregoing, each Commitment Increase shall become effective only upon satisfaction of the following conditions:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof or (or, in each case, in such lesser amount other amounts as the agreed to by Administrative Agent may reasonably agree;Agent),
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000150,000,000;
(C) each Assuming Lender and the Commitment Increase shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Capitala Finance Corp.)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime after the Effective Date but prior to the Commitment Termination Date, request to propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(A) the 1. each increase shall be in a minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be at least $10,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof (or such lesser amount amounts as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, 2. the total Commitments aggregate amount of all of the Lenders hereunder Commitments outstanding, at any given time, shall not exceed $1,000,000,000225,000,000;
(C) 3. each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld);
(D) 4. no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) 5. the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in unless the case of any portion of the representations relevant representation and warranties warranty already subject to contains a materiality qualifier, in which case such representation and warranty shall be true and correct in all respects) on and as of the 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). No Lender shall be obligated to provide any increased Commitment.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Resource Capital Corp.)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000280,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld);
(D) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Stellus Capital Investment Corp)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Revolving Commitments hereunder of a Class be increased or a new Class of Incremental Term Commitments be created (each such proposed increase or creation being a “Commitment Increase”), ) upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender that shall have agreed to an additional Commitment of the same Class as its existing Commitment (each an “Increasing Lender”) and/or each additional lender that shall have agreed to a new Commitment or existing Lender that shall have agreed to a new Commitment of a different Class than its existing Commitment (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase or creation, as applicable, is expected to be effective (the date of actual effectiveness, the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Revolving Commitments and outstanding Term Loans of all of the Lenders hereunder shall not exceed $1,000,000,000400,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Credit Agreement (AB Private Lending Fund)
Requests for Increase by Borrower. The Borrower may, at any time, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(Ai) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agreethereof;
(Bii) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000300,000,000;
(Ciii) each Increasing Lender and Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld)Agent;
(Div) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and;
(Ev) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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);
(vi) the conditions set forth in Section 3.2 shall be satisfied; and
(vii) the Borrower shall execute such Notes as are necessary to reflect the increase in the Commitments.
Appears in 1 contract
Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Extended Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment IncreaseIncrease (including, if applicable, the substantially concurrent reduction of the Commitments of a Non-Extending Lender in accordance with Section 2.08(f)), the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000750,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), ) upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,0001,250,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the each Issuing Bank (such consent not to be unreasonably withheldwithheld or delayed);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).. 55 Revolving Credit Agreement
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Owl Rock Technology Finance Corp.)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime on or after the Effective Date but prior to the Commitment Termination Date, request to propose that the Commitments hereunder of a Class hereunder be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Termination Date; provided that no Lender shall be obligated to provide any increased Commitment; provided, further that:
(A) the each increase shall be in a minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be at least $10,000,000 25,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments aggregate amount of all of the Lenders hereunder Commitments, including Commitment Increases effected pursuant to this Section 2.08(e), shall not exceed $1,000,000,0001,560,000,000;
(C) in the case of a Commitment Increase under the Revolving Commitments, each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank Banks (such in each case, which consent shall not to be unreasonably withheld, conditioned or delayed);
(D) in the case of any Commitment Increase (other than a Commitment Increase used in connection with a Specified Purchase), no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment IncreaseDate; and
(E1) in the case of a Commitment Increase used in connection with a merger or consolidation with, or acquisition of all or substantially all of the assets of, any other business development company advised by the Advisor by an Obligor permitted under Section 6.03 (such Person, a “Specified Target” and such merger, consolidation or acquisition a “Specified Purchase”), the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of such Commitment Increase Date, or (2) in the case of any other Commitment Increase, the representations and warranties made by the Borrower and/or its Significant Subsidiaries, as applicable, contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).;
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Owl Rock Technology Finance Corp.)
Requests for Increase by Borrower. The Borrower may, at any time, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Revolver Termination Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Commitment Increase; provided, further that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof (or such lesser amount smaller increments as may be agreed by the Administrative Agent may reasonably agree;Agent, in its sole discretion),
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder as of the Commitment Increase Date shall not exceed the lesser of $1,000,000,000500,000,000 and the Obligors’ Net Worth;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (THL Credit, Inc.)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime after the Effective Date but prior to the Maturity Date, request to propose that the Commitments hereunder of a Class hereunder be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which date shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Termination Maturity Date; provided that, subject to the foregoing, each Commitment Increase shall become effective only upon satisfaction of the following conditions:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof or (or, in each case, in such lesser amount other amounts as agreed by the Administrative Agent may reasonably agreeAgent);
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000100,000,000;
(C) each Assuming Lender and the Commitment Increase shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheldwithheld or delayed);
(D) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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). For the avoidance of doubt, no Lender shall be obligated to agree to an increased Commitment requested by the Borrower pursuant to this Section 2.07(e).
Appears in 1 contract
Sources: Revolving Credit Agreement (Barings Capital Investment Corp)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime after the Effective Date but prior to the Revolver Termination Date, request to propose that the Commitments hereunder of a Class hereunder be increased (each such proposed increase 54
being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which date shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Revolver Termination Date; provided that:
, subject to the foregoing, each Commitment Increase shall become effective only upon satisfaction of the following conditions: (A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof or (or, in each case, in such lesser amount other amounts as agreed by the Administrative Agent may reasonably agree;
Agent); (B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000;
1,200,000,000; (C) each Assuming Lender and the Commitment Increase shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheldwithheld or delayed);
; (D) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
and (E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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).. For the avoidance of doubt, no Lender shall be obligated to agree to an increased Commitment requested by the Borrower pursuant to this Section 2.07(e). (ii)
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Barings BDC, Inc.)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime after the Restatement Effective Date but prior to the Commitment Termination Date, request to propose that the Commitments hereunder of a Class hereunder be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(A) the each increase shall be in a minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be at least $10,000,000 25,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments aggregate amount of all of the Lenders hereunder Commitment Increases shall not exceed $1,000,000,000585,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld)Bank;
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject in Sections 3.01 (first sentence with respect to a materiality qualifierthe Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.09 of the Guarantee and Security Agreement, true and correct in all respects) on and as of the 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). No Lender shall be obligated to provide any increased Commitment.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Ares Capital Corp)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime after the Effective Date but prior to the Commitment Termination Date, request to propose that the Revolving Commitments hereunder of a Class hereunder be increased or a new Class of Incremental Term Commitments be created (each such proposed increase or creation being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase or creation, as applicable, is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Termination Date; provided that no Lender shall be obligated to provide any increased Commitment; provided, further that:
(A) the each increase shall be in a minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be at least $10,000,000 25,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments aggregate amount of all of the Lenders hereunder Commitments, including Commitment Increases effected pursuant to this Section 2.08(e), shall not exceed $1,000,000,000;1,750,000,000; 747507610 22702620757699803.9
(C) in the case of a Commitment Increase under the Revolving Commitments, each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank Banks (such in each case, which consent shall not to be unreasonably withheld, conditioned or delayed);
(D) in the case of any Commitment Increase (other than a Commitment Increase used in connection with a Specified Purchase), no Specified Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment IncreaseDate; and
(E1) in the case of a Commitment Increase used in connection with a merger or consolidation with, or acquisition of all or substantially all of the assets of, any other Person by an Obligor permitted under Section 6.03 (such Person, a “Specified Target” and such merger, consolidation or acquisition a “Specified Purchase”), the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of such Commitment Increase Date, or (2) in the case of any other Commitment Increase, the representations and warranties made by the Borrower and/or its Significant Subsidiaries, as applicable, contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Blue Owl Technology Income Corp.)
Requests for Increase by Borrower. The Borrower may, at any time, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Revolver Termination Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Commitment Increase; provided, further that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof (or such lesser amount smaller increments as may be agreed by the Administrative Agent may reasonably agree;Agent, in its sole discretion),
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder as of the Commitment Increase Date shall not exceed the lesser of $1,000,000,000300,000,000 and the Obligors’ Net Worth;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheld);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (THL Credit, Inc.)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime on or after the Effective Date but prior to the Commitment Termination Date, request to propose that the Revolving Commitments hereunder of a Class hereunder be increased or a new Class of Incremental Term Commitments be created (each such proposed increase or creation being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase or creation, as applicable, is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Termination Date; provided that no Lender shall be obligated to provide any increased Commitment; provided, further that:
(A) the each increase shall be in a minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be at least $10,000,000 25,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments aggregate amount of all of the Lenders hereunder Commitments, including Commitment Increases effected pursuant to this Section 2.08(e), shall not exceed $1,000,000,000500,000,000;
(C) in the case of a Commitment Increase under the Revolving Commitments, each Assuming Lender shall be consented to by the Administrative Agent Agent, the Issuing Banks and the Issuing Bank Swingline Lenders (such in each case, which consent shall not to be unreasonably withheld, conditioned or delayed);
(D) in the case of any Commitment Increase (other than a Commitment Increase used in connection with a Specified Purchase), no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment IncreaseDate; and
(E1) in the case of a Commitment Increase used in connection with a merger or consolidation with, or acquisition of all or substantially all of the assets of, any other business development company advised by the Advisor or advised by another Affiliate of BlackRock, Inc. by an Obligor permitted under Section 6.03 (such Person, a “Specified Target” and such merger, consolidation or acquisition a “Specified Purchase”), the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of such Commitment Increase Date, or (2) in the case of any other Commitment Increase, the representations and warranties made by the Borrower and/or its Significant Subsidiaries, as applicable, contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Credit Agreement (BlackRock Private Credit Fund)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any time, request to propose that the Commitments additional Loans be issued hereunder of a Class be increased (each such proposed increase being a “Commitment Term Loan Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an make additional Commitment Loans and the date on which such increase is to be effective (the “Commitment Term Loan Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 thirty (30) days prior to the Commitment Termination Maturity Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Term Loan Increase; provided, further that:
(A) the minimum amount of the Commitment Loans of any Assuming Lender, and the minimum amount of the increase of the Commitment Loans of any Increasing Lender, as part of such Commitment Term Loan Increase shall be $10,000,000 1,000,000 or a larger multiple of $5,000,000 500,000 (or, in excess thereof or each case, in such lesser amount other amounts as agreed by the Administrative Agent may reasonably agree;Agent),
(B) immediately after giving effect to such Commitment Term Loan Increase, the total Commitments sum of (i) the aggregate amount of outstanding Revolving Loans and unused “Commitments” of all of the Revolving Lenders hereunder under the Revolving Credit Facility and (ii) the aggregate outstanding principal amount of the Loans as of the Term Loan Increase Date shall not exceed the lesser of (x) 100% of the Obligors’ Net Worth at such time and (y) $1,000,000,000600,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheldwithheld or delayed);
(D) no Default shall have occurred and be continuing on such Commitment Term Loan Increase Date or shall result from the proposed Commitment Term Loan Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the Commitment Term Loan 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).
Appears in 1 contract
Sources: Senior Secured Term Loan Credit Agreement (Medley Capital Corp)
Requests for Increase by Borrower. The Borrower may, at any time, request propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that each Lender may determine in its sole discretion whether or not it chooses to participate in a Commitment Increase; provided, further that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment commitment Increase shall be $10,000,000 5,000,000 or a larger multiple of $5,000,000 1,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agree;thereof,
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000300,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (such consent not to be unreasonably withheld)Bank;
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (orother than any representation or warranty already qualified by materiality or Material Adverse Effect, in the case of any portion of the representations and warranties already subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Fifth Street Finance Corp)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), ) upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000750,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the each Issuing Bank (such consent not to be unreasonably withheldwithheld or delayed);
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Owl Rock Technology Finance Corp.)
Requests for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”), upon notice to the Administrative Agent (who shall promptly notify the Lenders), which notice shall specify each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the Commitment Termination Date; provided that:
(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof or such lesser amount as the Administrative Agent may reasonably agree;
(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,000,000,000;
(C) each Assuming Lender shall be consented to by the Administrative Agent and the each Issuing Bank (such consent not to be unreasonably withheld);; 742026061 21680120
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Morgan Stanley Direct Lending Fund)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime after the Effective Date but prior to the Commitment Termination Date, request to propose that the Commitments hereunder of a Class hereunder be increased or a new Class of Incremental Term Commitments be created (each such proposed increase or creation being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase or creation, as applicable, is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Termination Date; provided that no Lender shall be obligated to provide any increased Commitment; provided, further that:
(A) the each increase shall be in a minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be at least $10,000,000 25,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments aggregate amount of all of the Lenders hereunder Commitment Increases effected pursuant to this Section 2.08(e), shall not exceed $1,000,000,000;
(C) in the case of a Commitment Increase under the Revolving Commitments, each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank Banks (such in each case, which consent shall not to be unreasonably withheld, conditioned or delayed);
(D) in the case of any Commitment Increase (other than a Commitment Increase of Incremental Term Commitments used in connection with a Specified Purchase), no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment IncreaseDate; and
(E1) in the case of a Commitment Increase of Incremental Term Commitments used in connection with a merger or consolidation with, or acquisition of all or substantially all of the assets of, any other Person by an Obligor permitted under Section 6.03 (such Person, a “Specified Target” and such merger, consolidation or acquisition a “Specified Purchase”), the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of such Commitment Increase Date, or (2) in the case of any other Commitment Increase, the representations and warranties made by the Borrower and/or its Significant Subsidiaries, as applicable, contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Blackstone Secured Lending Fund)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime after the Effective Date but prior to the Commitment Termination Date, request to propose that the Commitments hereunder of a Class hereunder be increased or a new Class of Incremental Term Commitments be created (each such proposed increase or creation being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase or creation, as applicable, is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the Commitment Termination Date; provided that no Lender shall be obligated to provide any increased Commitment; provided, further that:
(A) the each increase shall be in a minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be at least $10,000,000 25,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) immediately after giving effect to such Commitment Increase, the total Commitments aggregate amount of all of the Lenders hereunder Commitments, including Commitment Increases effected pursuant to this Section 2.08(e), shall not exceed $1,000,000,0002,500,000,000 (provided that any increase of Commitments that causes the aggregate amount of all Commitments to exceed $1,500,000,000 shall be subject to obtaining all necessary consents of the board of trustees of the Borrower);
(C) in the case of a Commitment Increase under the Revolving Commitments, each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank Banks (such in each case, which consent shall not to be unreasonably withheld, conditioned or delayed);
(D) in the case of any Commitment Increase (other than a Commitment Increase of Incremental Term Commitments used in connection with a Specified Purchase), no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment IncreaseDate; and
(E) (1) in the case of a Commitment Increase of Incremental Term Commitments used in connection with a merger or consolidation with, or acquisition of all or substantially all of the assets of, any other Person by an Obligor permitted under Section 6.03 (such Person, a “Specified Target” and such merger, consolidation or acquisition a “Specified Purchase”), the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of such Commitment Increase Date, or (2) in the case of any other Commitment Increase, the representations and warranties made by the Borrower and/or its Significant Subsidiaries, as applicable, contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Blackstone Private Credit Fund)
Requests for Increase by Borrower. The Borrower mayshall have the right, at any timetime after the Effective Date but prior to the applicable Commitment Termination Date, request to propose that the Commitments hereunder of a Class hereunder be increased or a new Class of Incremental Term Commitments be created (each such proposed increase or creation being a “Commitment Increase”), upon ) by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, which notice shall specify specifying each [[6423235v.9]] existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase or creation, as applicable, is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such shorter lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 at least thirty (30) days prior to the applicable Commitment Termination Date; provided that no Lender shall be obligated to provide any increased Commitment; provided, further that:
(Ai) the each increase shall be in a minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be at least $10,000,000 25,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(Bii) immediately after giving effect to such Commitment Increase, the total Commitments aggregate amount of all of the Lenders hereunder Commitment Increases effected pursuant to this Section 2.08(f), shall not exceed $1,000,000,000;
(Ciii) in the case of a Commitment Increase under the Revolving Commitments, each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank Banks (such in each case, which consent shall not to be unreasonably withheld, conditioned or delayed);
(Div) in the case of any Commitment Increase (other than a Commitment Increase of Incremental Term Commitments used in connection with a Specified Purchase), no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date Date;
(v) (1) in the case of a Commitment Increase of Incremental Term Commitments used in connection with a merger or consolidation with, or acquisition of all or substantially all of the assets of, any other Person by an Obligor permitted under Section 6.03 (such Person, a “Specified Target” and such merger, consolidation or acquisition a “Specified Purchase”), the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall result from be true and correct in all material respects on and as of such Commitment Increase Date, or (2) in the proposed case of any other Commitment Increase; and
(E) , the representations and warranties made by the Borrower and/or its Significant Subsidiaries, as applicable, contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the 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).; and
(vi) no 2027 Revolving Commitments or 2027 Term Loans may be increased pursuant to this clause (f), unless extended in accordance with Section 2.22(c). [[6423235v.9]]
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Blackstone Secured Lending Fund)