Revolving Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make Loans to the Borrowers from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding, when added to such Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment. During the Commitment Period, the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6. (a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement. (b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register. (c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders. (d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) to the Borrowers Borrower in Dollars from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the L/C Obligations then outstanding, which outstanding does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.62.10.
(ab) From time to time during the Commitment Period, upon written notice by the The Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during elect to increase the Revolving Commitments (a “Revolving Commitment Period agree Increase”) in a minimum amount of $5,000,000 or such lower amount if such amount represents all remaining availability under the limit set in this Section 2.4(b) so long as, after giving effect thereto, the aggregate amount of the Incremental Extensions of Credit and Revolving Commitment Increases does not exceed (i) $500,000,000750,000,000 plus (ii) in the event the Term Loan B Facility is incurred as an Incremental Term Loan, $1,375,000,000 plus (iii) an additional unlimited amount, provided, that in the case of this clause (iii), (A) at the time of incurrence (or the making of commitments if not drawn in full when committed) on a Pro Forma Basis (assuming that any such New Revolving Commitment Increase is drawn in full and excluding the cash proceeds of such Revolving Commitment Increase), the Consolidated Secured Leverage Ratio does not exceed 3.003.50 to 1.00 as of the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1(a) or 6.1(b) and (B) committed but undrawn amounts for which the requirements in clause (A) are met when committed shall subsequently be available to be drawn without a need to meet such requirements. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Revolving Lender”), or New Lenders shall establish a by one or more new Commitment banks, financial institutions or Commitments by executing and delivering other entities (each such new bank, financial institution or other entity, an “Augmenting Revolving Lender”), to the Borrower Representative and the Administrative Agent a New Lender Supplement increase their existing Revolving Commitments, or New Lender Supplementsextend Revolving Commitments, as the case may be, provided that (i) each New Lender Augmenting Revolving Lender, shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and subject to the same extent as if originally a party hereto. Each New Lender shall deliver to approval of the Borrower and the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph (such approval by the Administrative Agent not to the contrary, without the consent of be unreasonably withheld) and (ii) (x) in the Required Lenderscase of an Increasing Revolving Lender, the aggregate amount Borrower and such Increasing Revolving Lender execute an agreement substantially in the form of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 Exhibit G hereto, and (y) in the case of an Augmenting Revolving Lender, the Borrower and such Augmenting Revolving Lender execute an agreement substantially in the form of Exhibit H hereto. Increases and new Revolving Commitments created pursuant to this clause shall become effective on the date agreed by the Borrower, the Administrative AgentAgent (such approval by the Administrative Agent not to be unreasonably withheld) and the relevant Increasing Revolving Lenders or Augmenting Revolving Lenders and the Administrative Agent shall notify each Revolving Lender thereof. Notwithstanding the foregoing, each no increase in the Total Revolving Commitments effected pursuant to (or in the Revolving Commitment of any Lender), shall become effective under this paragraph shall be unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
paragraphs (a) and (b) Upon its receipt of (i) Section 5.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a duly certificate to that effect dated such date and executed Commitment Increase Supplement or by a New Lender SupplementResponsible Officer of the Borrower, (ii) a certificate of each after giving effect to such Revolving Commitment Increase, subject to Section 1.2(e), the Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase shall be in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)compliance with Section 7.1, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept have received documents consistent with those delivered on the Initial Closing Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Revolving Lender and Augmenting Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.5). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.18 if the deemed payment occurs other than on the last day of the related Interest Periods. For the avoidance of doubt, no existing Lender will be required to provide any Revolving Commitment Increase or New and the Borrower shall have no obligation to offer any existing Lender Supplement, as the case may be, and record the information contained therein in the Registeropportunity to provide any commitment for any Revolving Commitment Increase.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each The Borrower shall repay all then outstanding Revolving Loans made by on the Lenders to such BorrowerRevolving Termination Date.
Appears in 1 contract
Sources: Credit Agreement (Gartner Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the L/C Obligations Exposure then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(ab) From time to time during the Commitment PeriodAt any time, upon written notice by the Borrower Representative and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative AgentAgent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $200,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased after the occurrence and during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower and the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayedwithheld), (ielects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Lender Supplement or New Lender Supplements(each, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each “New Lender Supplement”), substantially in the form of Exhibit E-1, whereupon such bank, financial institution or other entity (a “New Lender thereunder Lender”) shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions which will be used to prepay such portions of the board Revolving Loans of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)other Lenders, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such so that, after giving effect thereto, the resulting Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by outstanding are allocated among the Lenders (including for such purposes the New Lendersin accordance with Section 2.11(a) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and based on the respective LendersRevolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(de) On the Termination Date, each The Borrower shall repay all then the outstanding Revolving Loans made by of each Lender on the Lenders Revolving Termination Date applicable to such BorrowerLender.
Appears in 1 contract
Sources: Credit Agreement (Xcel Energy Inc)
Revolving Commitments. Subject The aggregate Revolving Commitments are hereby increased by $23,000,000.00 to the terms and conditions hereof, each Lender severally $523,000,000.00. JPMorgan hereby agrees to make Loans increase its Revolving Commitment by $7,666,666.67, KeyBank National Association hereby agrees to the Borrowers from time increase its Revolving Commitment by $7,666,666.66, and Bank of America, N.A. hereby agrees to time during the increase its Revolving Commitment Period in an aggregate principal amount at any one time outstanding, when added to such Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment. During the Commitment Periodby $7,666,666.66 (collectively, the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time “New Revolving Commitments”) to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such opposite its name on Schedule 2.01A attached to this Amendment. Such New Lender Supplement and Revolving Commitments shall have constitute “Extended Revolving Commitments” under the rights and obligations Credit Agreement. On the Amendment Effective Date, (a) each of a Lender under this Agreement for all purposes and the Revolving Lenders shall assign to each of the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Increasing Lenders, and each of the aggregate Increasing Lenders shall purchase from each of the Revolving Lenders, at the principal amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and thereof (y) the Administrative Agenttogether with accrued interest), each increase such interests in the Total Commitments effected pursuant to this paragraph Revolving Loans outstanding on the Amendment Effective Date as shall be necessary in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplementorder that, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to all such assignments and purchases, such Revolving Loans will be held by the new and/or increased Revolving Lenders ratably in accordance with their Revolving Commitments becoming effective set forth on such dateSchedule 2.01A attached to this Amendment, in the case of (b) each Revolving Lender shall automatically and without further act be deemed to have assigned to each of clauses (i) the Increasing Lenders, and (ii) above each such Increasing Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect theretoto each such deemed assignment and assumption of participations, the aggregate outstanding (i) participations in Letters of Credit and (ii) participations in Swingline Loans (including the Types thereof and Interest Periods with respect thereto) shall will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments set forth on Schedule 2.01A attached to this Amendment, (including for such purposes the c) each New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence Revolving Commitment shall be effecteddeemed for all purposes a Revolving Commitment and an Extended Revolving Commitment and each loan made thereunder shall be deemed, to the maximum extent practicablefor all purposes, through the netting of amounts payable between the Borrowers a Revolving Loan and the respective Lenders.
an Extended Loan and (d) On each Increasing Lender shall become a Revolving Lender with respect to the Termination Date, each Borrower shall repay New Revolving Commitment and all then outstanding Loans made by the Lenders to such Borrowermatters relating thereto.
Appears in 1 contract
Sources: Revolving Credit Agreement (Xenia Hotels & Resorts, Inc.)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the sum of (i) the L/C Obligations then outstanding, which (ii) the aggregate principal amount of the Swingline Loans then outstanding, (iii) the aggregate principal amount of Foreign Currency Fronting Loans then outstanding and (iv) its Bilateral Commitment, if any, does not exceed the amount of such Lender’s Revolving Commitment. During , provided that in the Commitment Period, event that any
(b) The Borrower shall repay all outstanding Revolving Loans on the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. Revolving Termination Date.
(c) The Loans Borrower may from time to time be Eurodollar Loans or ABR Loans, as determined by elect to increase the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), Revolving Commitments; provided that (i) any one or the Revolving Commitments may not be increased by more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date than $50,000,000 pursuant to this paragraph shall not exceed $100,000,000 and (yii) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of not less than $10,000,0005,000,000. No existing The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender shall have any obligation under this Agreement so agreeing to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the an increase in the Commitments in its Revolving Commitment, an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower“Increasing Lender”), and or by one or more banks, financial institutions or other entities (iii) each written consent thereto required by paragraph (b) of this Sectionsuch bank, the Administrative Agent shall accept such Commitment Increase financial institution or New Lender Supplementother entity, an “Augmenting Lender”), that agree to increase their existing Revolving Commitments or to extend Revolving Commitments, as the case may be, provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and record the information contained therein in Administrative Agent and (ii) the Register.
(c) Unless otherwise Borrower and each applicable Increasing Lender or Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and its status as a Revolving Lender. Increases and new Commitments created pursuant to this clause shall become effective on the date agreed to by the Borrower, the Administrative Agent and the Company (which agreement may include relevant Lenders and the Administrative Agent shall notify each affected Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments shall become effective under this paragraph unless, (i) a phase-in on the proposed date of the applicable increase and/or (ii) if agreed to by each Lendereffectiveness of such increase, Interest Periods having terms other than as the conditions set forth herein ), on each date upon which the Total Commitments in paragraphs (a) and (b) of Section 6.2 shall be increased pursuant satisfied and the Administrative Agent shall have received a certificate to this Section, to that effect dated such date and executed by a Responsible Officer of the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, Company and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Closing Date under paragraph (i) of Section 6.1 and clauses (ii) and (iii) of paragraph and (j) of Section 6.1 as to the extent they determine corporate power and authority of the Borrower to do so, reborrow such Loans from the Lenders (including any New Lenders) borrow hereunder after giving effect to such increase and related matters and such other documents that the new and/or increased Commitments becoming effective on such date, Administrative Agent shall reasonably request in connection therewith (which may include amendments to the Security Documents necessary or advisable in the case judgment of each the Administrative Agent in connection with such increase). On the effective date of clauses any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving Loans and (ii) above the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such that, after giving effect thereto, the Loans (including reborrowing to consist of the Types thereof and of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 3.2). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect thereto) of each Eurodollar Loan shall be held subject to indemnification by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing Borrower pursuant to the preceding sentence shall be effected, to provisions of Section 4.11 if the maximum extent practicable, through deemed payment occurs other than on the netting last day of amounts payable between the Borrowers and the respective Lendersrelated Interest Periods.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Sources: Credit Agreement (Wta Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans in Dollars (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Percentage of the L/C Obligations Exposure NEWYORK 9337890 then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(ab) From time to time during the Commitment PeriodAt any time, upon written notice by the Borrower Representative and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative AgentAgent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $100,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 (or, if less, the remaining unutilized portion of such $100,000,000). No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower and the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (ielects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Lender Supplement or New Lender Supplements(each, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each “New Lender Supplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a “New Lender thereunder Lender”) shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions which will be used to prepay such portions of the board Revolving Loans of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)other Lenders, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such so that, after giving effect thereto, the resulting Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by outstanding are allocated among the Lenders (including for such purposes the New Lendersin accordance with Section 2.11(a) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and based on the respective LendersRevolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(de) On the Termination Date, each The Borrower shall repay all then the outstanding Revolving Loans made by of each Lender on the Lenders Revolving Termination Date applicable to such BorrowerLender.
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Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans in Dollars (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender▇▇▇▇▇▇’s Commitment Percentage of the L/C Obligations Exposure then outstanding, which does not exceed the amount of such Lender▇▇▇▇▇▇’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Term Benchmark Revolving Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(ab) From time to time during the Commitment PeriodAt any time, upon written notice by the Borrower Representative and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative AgentAgent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $60,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $15,000,000 (or, if less, the remaining unutilized portion of such $60,000,000). No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower, the Administrative Agent and each Issuing Lender (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (ielects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Lender Supplement or New Lender Supplements(each, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each “New Lender Supplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a “New Lender thereunder Lender”) shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions which will be used to prepay such portions of the board Revolving Loans of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)other Lenders, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such so that, after giving effect thereto, the resulting Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by outstanding are allocated among the Lenders (including for such purposes the New Lendersin accordance with Section 2.11(a) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and based on the respective LendersRevolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(de) On the Termination Date, each The Borrower shall repay all then the outstanding Revolving Loans made by of each Lender on the Lenders Revolving Termination Date applicable to such BorrowerLender.
Appears in 1 contract
Revolving Commitments. Subject (A) If at any time (1) the Outstanding Amount of Dollar Revolving Obligations shall exceed the Aggregate Dollar Revolving Committed Amount, (2) the Outstanding Amount of Limited Currency Revolving Obligations shall exceed the Aggregate Limited Currency Revolving Committed Amount, (3) the Outstanding Amount of Multicurrency Revolving Obligations shall exceed the Aggregate Multicurrency Revolving Committed Amount, (4) the Outstanding Amount of all Limited Currency Revolving Obligations and Multicurrency Revolving Obligations denominated in an Alternative Currency shall exceed the Alternative Currency Sublimit, (5) the Outstanding Amount of Swingline Loans shall exceed the Swingline Sublimit and (6) the L/C Obligations shall exceed the L/C Sublimit or the L/C Committed Amount (in each case, other than solely as a result of changes in Spot Rates) immediate prepayment or cash collateralization of amounts owing in respect of outstanding B/As will be made on or in respect of the applicable Revolving Obligations in an amount equal to the terms difference; provided, however, that, except under the circumstances described in Section 2.03(a)(ii)(FA)(5), 2.03(c), 2.03(d)(i), 2.03(g), 2.06(b)(i)(B), 2.16(d) or 9.02(c), L/C Obligations will not be Cash Collateralized hereunder until the Revolving Loans and conditions hereofSwingline Loans have been paid in full. If on any Revaluation Date and solely as a result of changes in Spot Rates, each Lender severally agrees to make Loans (i) the Outstanding Amount of Limited Currency Revolving Obligations shall exceed 105% of the Aggregate Limited Currency Revolving Committed Amount, (ii) the Outstanding Amount of Multicurrency Revolving Obligations shall exceed 105% of the Aggregate Multicurrency Revolving Committed Amount or (iii) the Outstanding Amount of all Limited Currency Revolving Obligations and Multicurrency Revolving Obligations denominated in an Alternative Currency shall exceed 105% of the Alternative Currency Sublimit, immediate prepayment or cash collateralization of amounts owing in respect of outstanding B/As will be made on or in respect of the applicable Revolving Obligations in an amount equal to the Borrowers from time to time during difference.
(B) If the Commitment Period in Administrative Agent or an aggregate principal amount L/C Issuer notifies the Parent Borrower at any one time outstanding, when added that the Outstanding Amount of all L/C Obligations (whether or not as a result of a change in Spot Rates) at such time exceeds an amount equal to such Lender’s Commitment Percentage 105% of the L/C Obligations Sublimit then outstandingin effect, which does not exceed the amount then, within two (2) Business Days after receipt of such Lender’s Commitment. During the Commitment Periodnotice, the Borrowers may use Parent Borrower shall Cash Collateralize the Commitments by borrowingL/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the L/C Sublimit. If the Administrative Agent or an L/C Issuer notifies the Parent Borrower at any time that the Outstanding Amount of all L/C Obligations denominated in an Alternative Currency at such time exceeds an amount equal to 105% of the Alternative Currency L/C Sublimit then in effect, prepaying then, within two (2) Business Days after receipt of such notice, the Loans Parent Borrower shall Cash Collateralize the L/C Obligations in whole or in part and reborrowing, all in accordance with an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the terms and conditions hereofAlternative Currency L/C Sublimit. The Loans may Administrative Agent may, at any time and from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors initial deposit of such Borrower authorizing cash collateral, request that additional cash collateral be provided in order to protect against the increase in the Commitments in an amount equal to or greater than the amount results of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Registerfurther exchange rate fluctuations.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount with respect to all such Revolving Loans at any one time outstandingoutstanding which, when added to such Lender’s Commitment Percentage the aggregate outstanding amount of any Revolving Loans, any Swingline Loans, the aggregate undrawn amount of all outstanding Letters of Credit, and the aggregate amount of all L/C Obligations then outstandingDisbursements that have not yet been reimbursed or converted into Revolving Loans, which incurred on behalf of the Borrower and owing to such Lender, does not exceed the amount of such Lender’s Revolving Commitment. In addition, the amount of the Total Revolving Extensions of Credit outstanding at such time shall not exceed the lesser of (i) the Total Revolving Commitments in effect at such time, and (ii) the sum of (x) the Non-Formula Amount and (y) the Borrowing Base, each as in effect at such time (the “Availability Amount”); provided, however, that notwithstanding anything to the contrary contained in this Section 2.1(a), Revolving Loans may be made in excess of the Availability Amount (but not in excess of the Total Revolving Commitments then in effect) (such Revolving Loans referred to herein as “Non-Formula Advances”) subject to the following terms and conditions: (1) such Non-Formula Advances may be made solely during the last Business Day of any fiscal quarter, commencing with the quarter ending December 31, 2016; (2) prior to any Non-Formula Advance, the Borrower must provide a duly completed and executed Notice of Borrowing in accordance with the requirements of Section 2.2 which requests such Non-Formula Advance and which also directs the repayment of such Non-Formula Advance within the time frame provided in clause (5) herein, (3) Liquidity (as measured when giving effect to the Non-Formula Advances on a pro forma basis) on the date of such requested Non-Formula Advance must be greater than or equal to $40,000,000, (4) the proceeds of any Non-Formula Advance shall be held in an account that Borrower maintains at SVB or an Affiliate of SVB until such Non-Formula Advance is repaid, and (5) the Borrower shall repay any and all Non-Formula Advances on or before the first (1st) Business Day after the applicable fiscal quarter end. In the event that the Borrower shall fail to repay the principal amount of any Non-Formula Advance as provided in Section 2.1(a)(5), such Non-Formula Advance shall be deemed an Advance that is not a Non-Formula Advance and shall be subject to the terms and conditions of this Agreement, including, without limitation, the Availability Amount and the provisions set forth in Section 2.5. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each The Borrower shall repay all then outstanding Revolving Loans made by on the Lenders to such BorrowerRevolving Termination Date.
Appears in 1 contract
Sources: Credit Agreement (Radisys Corp)
Revolving Commitments. Subject to (a) Each of the terms Revolving Lenders, severally and conditions hereoffor itself alone, each Lender severally agrees to make Loans loans to the Borrowers Company on a revolving basis ("REVOLVING LOANS"), from time to time during until the Commitment Period Termination Date in an aggregate principal amount at any one time outstanding, when added to such Revolving Lender’s Commitment 's Revolving Percentage of such aggregate amounts as the L/C Obligations then outstandingCompany may request from all Revolving Lenders under the Revolving Commitments and (b) the Issuing Lender agrees to issue standby letters of credit to support the Surety Bond Facility, which does not exceed the amount of in each case containing such Lender’s Commitment. During the Commitment Period, the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may as are permitted by this Agreement and are reasonably satisfactory to the Issuing Lender (each a "LETTER OF Credit"), for the account of one or more of the Construction Business Debtors from time to time be Eurodollar Loans or ABR Loansbefore the Termination Date and, as determined by the Borrowers and notified more fully set forth in SECTION 2.4, each Revolving Lender agrees to the Administrative Agent purchase a participation in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents each such Letter of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), Credit; PROVIDED that (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase (x) the aggregate principal amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, outstanding Revolving Loans will not at any time exceed $11,167,451.12 (as the case may be, and/or (ii) any one or more New Lenders may reduced from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering pursuant to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender SupplementSECTION 6.1, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x"REVOLVING LOAN COMMITMENT AMOUNT") the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected aggregate Stated Amount of all Letters of Credit shall not at any time exceed $7,500,000 (as reduced from time to time pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender SupplementSECTION 6.1, the "LC COMMITMENT AMOUNT"), (ii) a certificate the Revolving Outstandings at any time shall not exceed the Commitment Amount in effect at such time (IT BEING UNDERSTOOD that, subject to the limitations set forth herein, Letters of each Borrower attaching Credit shall be available up to the resolutions lesser of the board of directors of such Borrower authorizing full amount authorized by the increase in Interim Financing Order and the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), LC Commitment Amount) and (iii) each written consent thereto required by paragraph (b) if at any time all or substantially all the assets, or all or substantially all the interest of this Sectionthe Company and its Subsidiaries in the Capital Stock of all three Construction Business Debtors have been sold to a Person that is not a Debtor, the Administrative Agent shall accept such Commitment Increase or New Lender Supplementto issue Letters of Credit hereunder shall, as the case may beautomatically and without further action, and record the information contained therein in the Registerterminate.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Sources: Post Petition Credit Agreement (U S Aggregates Inc)
Revolving Commitments. Subject to (i) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon the terms and subject to the conditions hereofherein set forth, each Lender severally agrees to make Loans revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”) to the Borrowers Borrower at any time and from time to time during the Commitment Revolving Availability Period with respect to the 3-Year Revolving Facility in an aggregate principal amount at any one time outstandingnot to exceed, when added to such Lender’s LC Exposure under the 3-Year Revolving Facility, the 3-Year Revolving Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment. During the Commitment Period, the Borrowers which 3-Year Revolving Loans may use the Commitments by borrowing, prepaying the Loans in whole or in part be repaid and reborrowing, all reborrowed in accordance with the terms and conditions hereofprovisions of this Agreement. The Loans may from At no time to time be Eurodollar Loans or ABR Loans, as determined by shall the Borrowers and notified to Total 3-Year Revolving Extensions of Credit exceed the Administrative Agent in accordance with Sections 2.2 and 2.6Total 3-Year Revolving Commitment.
(aii) From time to time during Each Lender under the Commitment Period5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon written notice by the Borrower Representative terms and subject to the Administrative Agentconditions herein set forth, with to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectively, the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed“5-Year Revolving Loans”) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative at any time and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Revolving Availability Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering with respect to the Borrower Representative and 5-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement5-Year Revolving Facility, the New Lender thereunder 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount 5-Year Revolving Extensions of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementCredit exceed the Total 5-Year Revolving Commitment.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) Each Borrowing of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of Revolving Loan under the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments Revolving Facility shall be increased pursuant to this Section, to made from the extent necessary to rebalance the outstanding Loans applicable Lenders pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods accordance with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the preceding sentence applicable Revolving Facility shall be effected, not in itself relieve the other Lenders under such Revolving Facility of their obligations to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenderslend.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the L/C Obligations and Swing Line Loans then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, the Borrowers Borrower may use the Revolving Commitments by borrowing, repaying or prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt Borrower may elect to extend the Revolving Termination Date from June 18, 2008, to October 3, 2008, subject to the satisfaction of the following conditions:
(i) Borrower shall have provided Administrative Agent with a duly executed Commitment Increase Supplement or a New Lender Supplementwritten notice of its election to extend the Revolving Termination Date no later than June 1, 2008;
(ii) a certificate No Default or Event of each Default shall have occurred and be continuing on the date Borrower attaching makes its written election to extend the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to Revolving Termination Date or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)on June 18, and 2008;
(iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in Each of the applicable increase and/or representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on the date Borrower makes its written election to extend the Revolving Termination Date and on June 18, 2008 (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant those representations and warranties that relate to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such a specific prior date, in the which case of each of clauses (i) such representations and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) warranties shall be held by the Lenders (including for true and correct in all material respects as of such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.specific prior date); and
(div) On the Termination Date, each Borrower shall repay all then outstanding Loans made by have paid to Administrative Agent an advisory fee in accordance with the Lenders to such BorrowerFee Letter.
Appears in 1 contract
Sources: Credit Agreement (Getty Images Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees to make Tranche A Revolving Loans to the Borrowers ▇▇▇▇▇ from time to time during the Commitment Revolving Availability Period in an aggregate principal amount at any one time outstanding, when added to that will not result in such Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of 's Tranche A Revolving Exposure exceeding such Lender’s 's Tranche A Revolving Commitment. During Within the Commitment Period, the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereof. The Loans set forth herein, ▇▇▇▇▇ may from time to time be Eurodollar Loans or ABR borrow, prepay and reborrow Tranche A Revolving Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(ab) From time to time during the Commitment Period, upon written notice by the Borrower Representative Subject to the Administrative Agentterms and conditions set forth herein, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing each Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering agrees to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may make Tranche B Revolving Loans to M-I LLC from time to time during the Commitment Revolving Availability Period agree in an aggregate principal amount that will not result in such New Lender or New Lenders shall establish a new Commitment or Commitments by executing Lender's Tranche B Revolving Exposure exceeding such Lender's Tranche B Revolving Commitment. Within the foregoing limits and delivering subject to the Borrower Representative terms and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount conditions set forth in such New Lender Supplement herein, M-I LLC may borrow, prepay and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Registerreborrow Tranche B Revolving Loans.
(c) Unless otherwise agreed to by the The Borrowers, Administrative Agent and the Company Lenders agree pursuant to Chapter 346 ("Chapter 346") of the Texas Finance Code, that Chapter 346 (which agreement may include (irelates to open-end line of credit revolving loan accounts) a phase-in of shall not apply to this Agreement, the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which Notes or any Revolving Loan and that neither the Total Commitments Notes nor any Revolving Loan shall be increased pursuant governed by Chapter 346 or subject to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including its provisions in any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lendersmanner whatsoever.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) to the Borrowers Borrower in Dollars from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the L/C Obligations then outstanding, which outstanding does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.62.10.
(ab) From time to time during the Commitment Period, upon written notice by the The Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during elect to increase the Revolving Commitments (a “Revolving Commitment Period agree that Increase”) in a minimum amount of $5,000,000 so long as, after giving effect thereto, the aggregate amount of the Term Commitment Increases and Revolving Commitment Increases does not exceed $150,000,000. The Borrower may arrange for any such New increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Revolving Lender”), or New Lenders shall establish a by one or more new Commitment banks, financial institutions or Commitments by executing and delivering other entities (each such new bank, financial institution or other entity, an “Augmenting Revolving Lender”), to the Borrower Representative and the Administrative Agent a New Lender Supplement increase their existing Revolving Commitments, or New Lender Supplementsextend Revolving Commitments, as the case may be, provided that (i) each New Lender Augmenting Revolving Lender, shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and subject to the same extent as if originally a party hereto. Each New Lender shall deliver to approval of the Borrower and the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph (such approval by the Administrative Agent not to the contrary, without the consent of be unreasonably withheld) and (ii) (x) in the Required Lenderscase of an Increasing Revolving Lender, the aggregate amount Borrower and such Increasing Revolving Lender execute an agreement substantially in the form of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 Exhibit G hereto, and (y) in the case of an Augmenting Revolving Lender, the Borrower and such Augmenting Revolving Lender execute an agreement substantially in the form of Exhibit H hereto. Increases and new Revolving Commitments created pursuant to this clause shall become effective on the date agreed by the Borrower, the Administrative AgentAgent (such approval by the Administrative Agent not to be unreasonably withheld) and the relevant Increasing Revolving Lenders or Augmenting Revolving Lenders and the Administrative Agent shall notify each Revolving Lender thereof. Notwithstanding the foregoing, each no increase in the Total Revolving Commitments effected pursuant to (or in the Revolving Commitment of any Lender), shall become effective under this paragraph shall be unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
paragraphs (a) and (b) Upon its receipt of (i) Section 5.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a duly certificate to that effect dated such date and executed Commitment Increase Supplement or by a New Lender SupplementResponsible Officer of the Borrower, (ii) a certificate of each after giving effect to such Revolving Commitment Increase, the Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase shall be in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)compliance with Section 7.1, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept have received documents consistent with those delivered on the Closing Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such Commitment Increase or New increase. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Revolving Lender Supplementand Augmenting Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the case may beuse of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving Loans, and record (ii) the information contained therein Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the RegisterRevolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.5). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.18 if the deemed payment occurs other than on the last day of the related Interest Periods.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each The Borrower shall repay all then outstanding Revolving Loans made by on the Lenders to such BorrowerRevolving Termination Date.
Appears in 1 contract
Sources: Credit Agreement (Gartner Inc)
Revolving Commitments. Subject to (i) Each Lender under the 3-Year2024 Revolving Facility severally, and not jointly with the other Lenders under the 3-Year2024 Revolving Facility, agrees, upon the terms and subject to the conditions hereofherein set forth, each Lender severally agrees to make Loans revolving credit loans denominated in Dollars (each a “3-Year2024 Revolving Loan” and collectively, the “3-Year2024 Revolving Loans”) to the Borrowers Borrower at any time and from time to time during the Commitment Revolving Availability Period with respect to the 3-Year2024 Revolving Facility in an aggregate principal amount at any one time outstandingnot to exceed, when added to such Lender’s LC Exposure under the 3-Year2024 Revolving Facility, the 3-Year2024 Revolving Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment. During the Commitment Period, the Borrowers which 3-Year2024 Revolving Loans may use the Commitments by borrowing, prepaying the Loans in whole or in part be repaid and reborrowing, all reborrowed in accordance with the terms and conditions hereofprovisions of this Agreement. The Loans may from At no time to time be Eurodollar Loans or ABR Loans, as determined by shall the Borrowers and notified to Total 3-Year2024 Revolving Extensions of Credit exceed the Administrative Agent in accordance with Sections 2.2 and 2.6Total 3-Year2024 Revolving Commitment.
(aii) From time to time during Each Lender under the Commitment Period5-Year2023 Revolving Facility severally, and not jointly with the other Lenders under the 5-Year2023 Revolving Facility, agrees, upon written notice by the Borrower Representative terms and subject to the Administrative Agentconditions herein set forth, with to make revolving credit loans denominated in Dollars (each a “5-Year2023 Revolving Loan” and collectively, the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed“5-Year2023 Revolving Loans”) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative at any time and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Revolving Availability Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering with respect to the Borrower Representative and 5-Year2023 Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement5-Year2023 Revolving Facility, the New Lender thereunder 5-Year2023 Revolving Commitment of such Lender, which 5-Year2023 Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount 5-Year2023 Revolving Extensions of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementCredit exceed the Total 5-Year2023 Revolving Commitment.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) Each Borrowing of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of Revolving Loan under the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments Revolving Facility shall be increased pursuant to this Section, to made from the extent necessary to rebalance the outstanding Loans applicable Lenders pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods accordance with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the preceding sentence applicable Revolving Facility shall be effected, not in itself relieve the other Lenders under such Revolving Facility of their obligations to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenderslend.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Revolving Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make Loans to the Borrowers from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding, when added to such Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment. During the Commitment Period, the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon By written notice by the Borrower Representative sent to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplementsshall promptly distribute to the Lenders), as the case Borrower may be, and/or (ii) at any one or more New Lenders may time and from time to time during request an increase of the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or aggregate amount of the Commitments by executing an aggregate amount equal to any integral multiple of $5,000,000; provided that (i) no Default shall have occurred and delivering to be continuing; (ii) the aggregate amount of the Commitments shall not have been reduced, nor shall the Borrower Representative and have given notice of any such reduction under Section 2.09; (iii) the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall sum of (A) be a NAIC Approved Bank or the total amount of all Commitments after giving effect to any such increase, plus (B) the initial principal amount of any Incremental Term Loan, shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From not exceed $800,000,000; and after (iv) the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, not be increased without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established such Lender. If one or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions more of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal Lenders is not increasing its Commitment, then, with notice to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company other Lenders, another one or more financial institutions, each as approved by the Borrower and the Administrative Agent (which agreement a “New Lender”), may include (i) a phase-in commit to provide an amount equal to the aggregate amount of the applicable requested increase and/or that will not be provided by the existing Lenders (ii) if the “Increase Amount”); provided, that the Commitment of each New Lender shall be at least $5,000,000. Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant commit to this Section, an aggregate amount equal to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure PercentagesIncrease Amount, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow then: provided that no Default exists at such Loans from the Lenders (including any New Lenders) time or after giving effect to the new and/or increased requested increase, the Borrower, the Administrative Agent and the Lenders willing to increase their respective Commitments becoming effective on such date, and the New Lenders (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the case form attached hereto as Exhibit “C”. If all existing Lenders shall not have provided their pro rata portion of each the requested Increase Amount, the Revolving Loans will not be held pro rata by the Lenders in accordance with the Applicable Percentages determined hereunder. To remedy the foregoing, on the date of clauses (i) and (ii) above such thatthe effectiveness of the Increased Commitment Supplement, the Lenders shall make advances among themselves so that after giving effect thereto, thereto the Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall will be held by the Lenders (including for such purposes the New Lenders) , pro rata according to their respective Aggregate Exposure Percentagesin accordance with the Applicable Percentages hereunder. Any prepayment and reborrowing pursuant The advances so made by each Lender whose Applicable Percentage has increased as a result of the changes to the preceding sentence Commitments shall be effected, deemed to be a purchase of a corresponding amount of the maximum extent practicable, Revolving Loans of the Lender or Lenders whose Applicable Percentages have decreased. The advances made under this Section shall be Loans of the same Type as those previously held by the Lender or Lenders whose Applicable Percentages have decreased unless or until the Borrower shall have selected an alternative interest rate to apply thereto under the terms of this Agreement. All advances made under this Section shall be made through the netting of amounts payable between the Borrowers and the respective LendersAdministrative Agent.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Revolving Commitments. Subject to (A) If the terms and conditions hereofAdministrative Agent notifies the Parent at any time that the Total Revolving Outstandings at such time exceed the Aggregate Revolving Commitments then in effect (and, each Lender severally agrees to make Loans to in the case of any such excess resulting from exchange rate fluctuations, such excess continues for a period of three (3) consecutive Business Days), then, within two Business Days after receipt of such notice, the Borrowers from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding, when added to such Lender’s Commitment Percentage of shall prepay Loans and/or Cash Collateralize the L/C Obligations then outstanding, which does not exceed the in an aggregate amount sufficient to reduce such Outstanding Amount as of such Lender’s Commitment. During date of payment to an amount not to exceed 100% of the Commitment PeriodAggregate Revolving Commitments then in effect; provided, however, that, subject to the provisions of Section 2.03(g), the Borrowers may use shall not be required to Cash Collateralize the Commitments by borrowing, prepaying L/C Obligations pursuant to this Section 2.08(b)(i) unless after the prepayment in full of the Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to effect.
(B) If the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From notifies the Parent at any time to time during that the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents Total Revolving Outstandings of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and Domestic Borrowers at such time exceed the Domestic Revolving Sublimit then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such dateand, in the case of each any such excess resulting from exchange rate fluctuations, such excess continues for a period of clauses three (i3) and (ii) above consecutive Business Days), then, within two Business Days after receipt of such notice, the Domestic Borrowers shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the Total Revolving Outstandings of the Domestic Borrowers as of such date of payment to an amount not to exceed the Domestic Revolving Sublimit then in effect; provided, however, that, after giving effect theretosubject to the provisions of Section 2.03(g), the Loans (including Domestic Borrowers shall not be required to Cash Collateralize the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing L/C Obligations pursuant to this Section 2.08(b)(i) unless after the preceding sentence shall be effected, prepayment in full of the Loans to the maximum extent practicable, through Domestic Borrowers the netting Total Revolving Outstandings of amounts payable between the Domestic Borrowers and exceed the respective LendersDomestic Revolving Sublimit then in effect.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Sources: Credit Agreement (Brightpoint Inc)
Revolving Commitments. (a) Subject to the terms and conditions ------------------------- hereof, each Lender severally agrees to make Loans initial revolving credit loans ("Initial Revolving Loans") to the Borrowers Borrower from time to time during the Initial ----------------------- Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment 's Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, which does not exceed the amount of such Lender’s 's Initial Revolving Commitment. During the Initial Revolving Commitment Period, Period the Borrowers Borrower may use the Initial Revolving Commitments by borrowing, prepaying the Initial Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Initial Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.62.14.
(ab) From time to time during the Commitment Period, upon written notice by the Borrower Representative Subject to the Administrative Agentterms and conditions hereof, with the prior written consents of the Administrative Agent each Lender severally agrees to make acquisition revolving credit loans (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed"Acquisition Revolving --------------------- Loans") and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.Acquisition Revolving -----
Appears in 1 contract
Sources: Credit Agreement (Agl Resources Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans in Dollars (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender▇▇▇▇▇▇’s Commitment Percentage of the L/C Obligations Exposure then outstanding, which does not exceed the amount of such Lender▇▇▇▇▇▇’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Term Benchmark Revolving Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(ab) From time to time during the Commitment PeriodAt any time, upon written notice by the Borrower Representative and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative AgentAgent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $50,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $15,000,000 (or, if less, the remaining unutilized portion of such $50,000,000). No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower, the Administrative Agent and each Issuing Lender (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (ielects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Lender Supplement or New Lender Supplements(each, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each “New Lender Supplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a “New Lender thereunder Lender”) shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions which will be used to prepay such portions of the board Revolving Loans of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)other Lenders, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such so that, after giving effect thereto, the resulting Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by outstanding are allocated among the Lenders (including for such purposes the New Lendersin accordance with Section 2.11(a) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and based on the respective LendersRevolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(de) On the Termination Date, each The Borrower shall repay all then the outstanding Revolving Loans made by of each Lender on the Lenders Revolving Termination Date applicable to such BorrowerLender.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees to make Tranche A Revolving Loans to the Borrowers Smith from time to time during the Commitment Revolving Availability Period in a▇ ▇▇▇regate principal amount that will not result in such Lender's Tranche A Revolving Exposure exceeding such Lender's Tranche A Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, Smith may borrow, prepay and reborrow Tranche A Revolving Loans.
(b) Subject to the terms and conditions set forth herein, each Lender agrees to make Tranche B Revolving Loans to M-I LLC from time to time during the Revolving Availability Period in an aggregate principal amount at any one time outstanding, when added to that will not result in such Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of 's Tranche B Revolving Exposure exceeding such Lender’s 's Tranche B Revolving Commitment. During Within the Commitment Period, the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement herein, M-I LLC may borrow, prepay and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Registerreborrow Tranche B Revolving Loans.
(c) Unless otherwise agreed to by the The Borrowers, Administrative Agent and the Company Lenders agree pursuant to Chapter 346 ("Chapter 346") of the Texas Finance Code, that Chapter 346 (which agreement may include (irelates to open-end line of credit revolving loan accounts) a phase-in of shall not apply to this Agreement, the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which Notes or any Revolving Loan and that neither the Total Commitments Notes nor any Revolving Loan shall be increased pursuant governed by Chapter 346 or subject to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including its provisions in any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lendersmanner whatsoever.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the L/C Obligations Exposure then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(ab) From time to time during the Commitment PeriodAt any time, upon written notice by the Borrower Representative and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative AgentAgent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $100,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased after the occurrence and during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower and the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (ielects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Lender Supplement or New Lender Supplements(each, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each “New Lender Supplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a “New Lender thereunder Lender”) shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions which will be used to prepay such portions of the board Revolving Loans of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)other Lenders, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such so that, after giving effect thereto, the resulting Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by outstanding are allocated among the Lenders (including for such purposes the New Lendersin accordance with Section 2.11(a) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and based on the respective LendersRevolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(de) On the Termination Date, each The Borrower shall repay all then the outstanding Revolving Loans made by of each Lender on the Lenders Revolving Termination Date applicable to such BorrowerLender.
Appears in 1 contract
Sources: Credit Agreement (Xcel Energy Inc)
Revolving Commitments. (i) Subject to the terms and conditions hereof, each Lender holding a Initial Revolving Commitment severally agrees to make Loans revolving credit loans (together, the “Initial Revolving Loans”) to the Borrowers (on a joint and several basis as between the Borrowers) from time to time in Dollars or, at the request of the Parent Borrower, in any Designated Foreign Currency during the Initial Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding the Dollar Equivalent of which, when added to such Lender’s Revolving Commitment Percentage of the sum of the Dollar Equivalent of the then outstanding Revolving L/C Obligations and the then outstandingoutstanding Swing Line Loans, which does not exceed the amount of such Lender’s CommitmentRevolving Commitment then in effect (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Loans in any Designated Foreign Currency and, to the extent applicable, the then outstanding Revolving L/C Obligations in respect of any Revolving Letters of Credit denominated in any Designated Foreign Currency on the date on which the Parent Borrower has given the Administrative Agent a notice of borrowing with respect to any Revolving Loan for purposes of determining compliance with this Section 2.1(c)). During the Initial Revolving Commitment Period, the Borrowers may use the Initial Revolving Commitments by borrowing, prepaying the Initial Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree ; provided that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after Revolving Loans funded on the Closing Date pursuant to this paragraph Sections 5.17(iii)(a)(1), (iii)(a)(3) and (iii)(c) (in the case of Section 5.17(iii)(c), other than to the extent used for working capital) shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum an aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement50,000,000.
(bii) Upon its receipt Except as hereinafter provided, Revolving Loans shall, at the option of (i) a duly executed Commitment Increase Supplement or a New Lender Supplementthe Parent Borrower, (iiw) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each Revolving Loans denominated in Dollars, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, (x) in the case of clauses Revolving Loans denominated in Canadian Dollars, be incurred and maintained as, and/or converted into, Canadian Prime Rate Loans or BA Equivalent Loans, (iy) in the case of Revolving Loans denominated in Sterling, be incurred and maintained as ▇▇▇▇▇ Loans and (iiz) above such thatin the case of Revolving Loans denominated in any Designated Foreign Currency (other than Canadian Dollars or Sterling), after giving effect thereto, the Loans (including the Types thereof be incurred and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lendersmaintained as Eurocurrency Loans.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Sources: Credit Agreement (Hertz Corp)
Revolving Commitments. (i) Subject to the terms and conditions hereof, each Lender holding a Initial Revolving Commitment severally agrees to make Loans revolving credit loans (together, the “Initial Revolving Loans”) to the Borrowers (on a joint and several basis as between the Borrowers) from time to time in Dollars or, at the request of the Parent Borrower, in any Designated Foreign Currency during the Initial Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding the Dollar Equivalent of which, when added to such Lender’s Revolving Commitment Percentage of the sum of the Dollar Equivalent of the then outstanding Revolving L/C Obligations and the then outstandingoutstanding Swing Line Loans, which does not exceed the amount of such Lender’s CommitmentRevolving Commitment then in effect (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Loans in any Designated Foreign Currency and, to the extent applicable, the then outstanding Revolving L/C Obligations in respect of any Revolving Letters of Credit denominated in any Designated Foreign Currency on the date on which the Parent Borrower has given the Administrative Agent a notice of borrowing with respect to any Revolving Loan for purposes of determining compliance with this Section 2.1(c)). During the Initial Revolving Commitment Period, the Borrowers may use the Initial Revolving Commitments by borrowing, prepaying the Initial Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree ; provided that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after Revolving Loans funded on the Closing Date pursuant to this paragraph Sections 5.17(iii)(a)(1), (iii)(a)(3) and (iii)(c) (in the case of Section 5.17(iii)(c), other than to the extent used for working capital) shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum an aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement50,000,000.
(bii) Upon its receipt Except as hereinafter provided, Revolving Loans shall, at the option of (i) a duly executed Commitment Increase Supplement or a New Lender Supplementthe Parent Borrower, (iiw) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each Revolving Loans denominated in Dollars, be incurred and maintained as, and/or converted into, ABR Loans or EurocurrencyTerm SOFR Loans, (x) in the case of clauses Revolving Loans denominated in Canadian Dollars, be incurred and maintained as, and/or converted into, Canadian Prime Rate Loans or BA Equivalent Loans, (iy) in the case of Revolving Loans denominated in Sterling, be incurred and maintained as S▇▇▇▇ Loans and (iiz) above such thatin the case of Revolving Loans denominated in any Designated Foreign Currency (other than Canadian Dollars or Sterling), after giving effect thereto, the Loans (including the Types thereof be incurred and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lendersmaintained as Eurocurrency Loans.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Sources: Credit Agreement (Hertz Corp)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount with respect to all such Revolving Loans at any one time outstandingoutstanding which, when added to such Lender’s Commitment Percentage the aggregate principal amount of any then outstanding Revolving Loans, any Swingline Loans, the aggregate undrawn amount of all then outstanding Letters of Credit, and the aggregate amount of all L/C Obligations then outstandingDisbursements that have not yet been reimbursed or converted into Revolving Loans, which incurred on behalf of the Borrower and owing to such Lender, does not exceed the amount of such Lender▇▇▇▇▇▇’s Revolving Commitment. In addition, the amount of the Total Revolving Extensions of Credit outstanding after giving effect to any requested borrowing of Revolving Loans shall not exceed the Available Revolving Commitments then in effect. During the Revolving Commitment Period, the Borrowers Borrower may use the Available Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar SOFR Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire2.11. Notwithstanding anything contained in this paragraph to the contrarycontrary contained herein, without during the consent existence and continuation of (x) the Required Lendersan Event of Default, the aggregate amount of incremental Commitments established no Revolving Loan may be borrowed as, converted to or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in continued as a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementSOFR Loan.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each The Borrower shall repay all then outstanding Revolving Loans made by on the Lenders to such BorrowerRevolving Termination Date.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans in Dollars (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Percentage of the L/C Obligations Exposure then outstanding, which does not AMERICAS 91292576 exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(ab) From time to time during the Commitment PeriodAt any time, upon written notice by the Borrower Representative and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative AgentAgent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $50,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $15,000,000 (or, if less, the remaining unutilized portion of such $50,000,000). No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower and the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (ielects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Lender Supplement or New Lender Supplements(each, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each “New Lender Supplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a “New Lender thereunder Lender”) shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions which will be used to prepay such portions of the board Revolving Loans of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)other Lenders, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such so that, after giving effect thereto, the resulting Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by outstanding are allocated among the Lenders (including for such purposes the New Lendersin accordance with Section 2.11(a) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and based on the respective LendersRevolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(de) On the Termination Date, each The Borrower shall repay all then the outstanding Revolving Loans made by of each Lender on the Lenders Revolving Termination Date applicable to such BorrowerLender.
Appears in 1 contract
Revolving Commitments. Subject to the terms and conditions hereofof this Agreement, each Lender severally ▇▇▇▇▇▇ hereby agrees to make Loans loans (each, a “Revolver Loan”) to the Borrowers from time to time during time, but not more frequently than once per day, until the Commitment Period in an aggregate principal amount at any one time outstanding, when added to such Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment. During the Commitment Period, the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt earlier of (i) a duly executed Commitment Increase Supplement the occurrence of an Event of Default or a New Lender Supplement, (ii) a certificate December 31, 2014 (the earlier of each Borrower attaching which to occur referred to herein as the resolutions “Termination Date”), not to exceed at any time the aggregate principal amount of [$42,000,000]*) (the board “Revolver”), the proceeds of directors which shall be used only for expenses (“Budgeted Expenses”) permitted to be paid by Borrowers in compliance with the Budget and to refinance the Pre-Petition Obligations. Lender will deposit the proceeds of such Borrower authorizing Revolver Loans for Budgeted Expenses into the increase Cash Management Account; provided, however, that Lender will not be obligated to make any such Revolver Loan if all applicable conditions precedent set forth in Sections 4.1 and 4.3 are not satisfied. The Revolver Loans made by Lender shall be evidenced by one or more accounts or records maintained by ▇▇▇▇▇▇ in the Commitments in an amount equal to ordinary course of business. The accounts or greater than records maintained by ▇▇▇▇▇▇ shall be conclusive absent manifest error of the amount of such increase the Revolver Loans made by ▇▇▇▇▇▇ to Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the Commitments effected thereby (except obligation of Borrowers hereunder to pay any amount owing with respect to the extent resolutions authorizing outstanding borrowings. Upon the increased amount have previously been delivered request of ▇▇▇▇▇▇, Borrowers shall execute and deliver to Lender a promissory note (the “Revolver Note”) in substantially the form attached as Exhibit A hereto, all terms of which are incorporated herein by such Borrower), this reference. Lender may attach schedules to its Revolver Note and (iii) each written consent thereto required by paragraph (b) of this Section, endorse thereon the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case amount and maturity of each of clauses (i) its Revolver Loans and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods payments with respect thereto) shall be held by . Upon the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Roll-Up Funding Date, each Borrower Lender will make a Revolver Loan to Borrowers in the principal amount not to exceed [$36,500,000] to refinance the Pre-Petition Obligations, which amount shall repay include all of the then outstanding Loans made by Obligations and Indebtedness under and as defined in the Lenders to such BorrowerExisting Credit Agreement (the “Roll-Up”).
Appears in 1 contract
Sources: Senior Secured Super Priority Debtor in Possession Credit Agreement
Revolving Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make Loans to the Borrowers from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding, when added to such Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment. During the Commitment Period, the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon By written notice by the Borrower Representative sent to the Administrative Agent, with the prior written consents Borrower may at any time and from time to time after the earlier of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) Acquisition Funding Date and the then Issuing Lenders Commitment Termination Date request (which consents shall not be unreasonably withheld x) an increase of the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase”) or delayed)(y) a new tranche of revolving commitments (the “Limited Condition Transaction Revolving Commitments”) to fund a Limited Condition Transaction, in each case, by an aggregate amount equal to any integral multiple of $5,000,000; provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (i) any one no Default shall have occurred and be continuing or more existing Lenders may agree that such existing Lender or Lenders shall increase result therefrom and (ii) the sum of, without duplication (A) the total amount of their Commitment all Commitments and Limited Condition Transaction Revolving Commitments after giving effect to any such increase or Commitments by executing effectiveness, plus (B) the initial principal amount of all Term Loans (including the Tranche A Term Loans and delivering any Incremental Term Loans) (after giving effect to any incurrence pursuant to clause (b) below), and in each case giving effect to any repayment or refinancing (or replacement of Commitments) to occur in connection therewith, shall not exceed the Incremental Amount; provided, further that notwithstanding the foregoing or anything to the Borrower Representative contrary herein, if such Limited Condition Transaction Revolving Commitments have been requested in connection with a Limited Condition Transaction, at the Borrower’s option, the condition set forth in clause (i) above shall be tested at the time a definitive agreement for such Limited Condition Transaction has been entered into unless otherwise set forth in the applicable Incremental Facility Amendment. Other than pricing and fees, the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplementscommitments and loans with respect to Limited Condition Transaction Revolving Commitments shall have the same terms as the Revolving Commitments and Revolving Loans, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Revolving Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Revolving Lender’s Commitment Revolving Percentage of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Prime Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.04 and 2.62.07.
(ab) From The Borrower (subject to the approval of its board of directors (or any committee thereof)) and any one or more Lenders (including New Lenders) may, at any time to time during after the Effective Date, so long as no Default or Event of Default shall have occurred and be continuing, agree that each such Lender shall increase the amount of its Revolving Commitment Period(any Lender so increasing the amount of its Revolving Commitment, upon written notice an “Increasing Lender”) or obtain a new Revolving Commitment by the Borrower Representative executing and delivering to the Administrative AgentAgent an Increased Revolving Facility Activation Notice specifying (i) the amount of such increase and (ii) the applicable Increased Revolving Facility Effective Date. Notwithstanding the foregoing, (i) the Total Revolving Commitments may not be increased by more than $20,000,000 and (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $3,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower and the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayedwithheld), (ielects to become a “Revolving Lender” under this Agreement in connection with any transaction described in Section 2.03(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Lender Supplement or New Lender Supplements(each, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each “New Lender Supplement”), substantially in the form of Exhibit F-1, whereupon such bank, financial institution or other entity (a “New Lender thereunder Lender”) shall become a Revolving Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) benefits of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective LendersAgreement.
(d) On If, immediately prior to any increase pursuant to Section 2.03(b) above, there are any Revolving Extensions of Credit outstanding, the Termination DateAdministrative Agent with the consent of the Borrower, shall be permitted to adjust the provisions hereof relating to borrowings, continuations and conversions, Interest Periods and prepayments in order to effect within a reasonable period of time ratable participation by each Borrower Increasing Lender and each New Lender with the other Revolving Lenders in the outstanding Revolving Extensions of Credit, including each tranche of the Revolving Loans. Any prepayment of Revolving Loans that are Eurodollar Loans as a result of any such adjustments or otherwise shall repay all then outstanding Loans made by in any event be subject to the Lenders to such Borrowerprovisions of Section 2.16.
Appears in 1 contract
Sources: Credit Agreement (Jupitermedia Corp)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the L/C Obligations then outstanding, which outstanding does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.62.10.
(ab) From time to time during the Commitment Period, upon written notice by the The Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during elect to increase the Commitment Period agree that Revolving Commitments in a minimum amount of $5,000,000 so long as, after giving effect thereto, the aggregate amount of the Revolving Commitments does not exceed $400,000,000. The Borrower may arrange for any such New increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or New Lenders shall establish a by one or more new Commitment banks, financial institutions or Commitments by executing and delivering other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to the Borrower Representative and the Administrative Agent a New Lender Supplement increase their existing Revolving Commitments, or New Lender Supplementsextend Revolving Commitments, as the case may be, provided that (i) each New Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. Increases and new Revolving Commitments created pursuant to this clause shall become effective on the date agreed by the Borrower, the Administrative Agent (Asuch approval by the Administrative Agent not to be unreasonably withheld) and the relevant Increasing Lenders or Augmenting Lenders and the Administrative Agent shall notify each Revolving Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment of any Lender), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 5.2 shall be a NAIC Approved Bank satisfied or (B) waived by the Required Lenders and the Administrative Agent shall have in received a certificate to that effect dated such date and executed by a Limited Fronting Lender Agreement Responsible Officer of the Borrower and (ii) the Administrative Agent shall have received documents consistent with a Lender which is a NAIC Approved Bankthose delivered on the Closing Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. From and after On the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment of any increase in the amount set forth in such New Revolving Commitments, (i) each relevant Increasing Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Augmenting Lender shall deliver make available to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained such amounts in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, immediately available funds as the Administrative Agent shall accept such Commitment Increase or New Lender Supplementdetermine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the case may beuse of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving Loans, and record (ii) the information contained therein Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the RegisterRevolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.5). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.18 if the deemed payment occurs other than on the last day of the related Interest Periods.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each The Borrower shall repay all then outstanding Revolving Loans made by on the Lenders to such BorrowerRevolving Termination Date.
Appears in 1 contract
Sources: Credit Agreement (Gartner Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans in Dollars (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender▇▇▇▇▇▇’s Commitment Percentage of the L/C Obligations Exposure then outstanding, which does not exceed the amount of such Lender▇▇▇▇▇▇’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Term Benchmark Revolving Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(ab) From time to time during the Commitment PeriodAt any time, upon written notice by the Borrower Representative and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative AgentAgent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $100,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 (or, if less, the remaining unutilized portion of such $100,000,000). No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower, the Administrative Agent and each Issuing Lender (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (ielects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Lender Supplement or New Lender Supplements(each, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each “New Lender Supplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a “New Lender thereunder Lender”) shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions which will be used to prepay such portions of the board Revolving Loans of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)other Lenders, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such so that, after giving effect thereto, the resulting Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by outstanding are allocated among the Lenders (including for such purposes the New Lendersin accordance with Section 2.11(a) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and based on the respective LendersRevolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(de) On the Termination Date, each The Borrower shall repay all then the outstanding Revolving Loans made by of each Lender on the Lenders Revolving Termination Date applicable to such BorrowerLender.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans in Dollars (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Percentage of the L/C Obligations Exposure then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(ab) From time to time during the Commitment PeriodAt any time, upon written notice by the Borrower Representative and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative AgentAgent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $200,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 (or, if less, the remaining unutilized portion of such $200,000,000). No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower and the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (ielects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Lender Supplement or New Lender Supplements(each, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each “New Lender Supplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a “New Lender thereunder Lender”) shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions which will be used to prepay such portions of the board Revolving Loans of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)other Lenders, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such so that, after giving effect thereto, the resulting Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by outstanding are allocated among the Lenders (including for such purposes the New Lendersin accordance with Section 2.11(a) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and based on the respective LendersRevolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(de) On the Termination Date, each The Borrower shall repay all then the outstanding Revolving Loans made by of each Lender on the Lenders Revolving Termination Date applicable to such BorrowerLender.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans ("Revolving Loans") to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment 's Revolving Percentage of the L/C sum of (i) the RC LC Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, which does not exceed the amount of such Lender’s 's Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.62.12.
(ab) From time The Borrower and any one or more Revolving Lenders (including New Revolving Lenders) may agree that each such Lender shall obtain a Revolving Commitment or increase the amount of its existing Revolving Commitment, as applicable, in each case by executing and delivering to time during the Commitment PeriodAdministrative Agent an Increased Revolving Facility Activation Notice specifying (i) the amount of such increase and (ii) the Increased Revolving Facility Closing Date. Notwithstanding the foregoing, upon written notice without the consent of the Required Lenders, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this paragraph shall not exceed $40,000,000 and (ii) no more than one Increased Revolving Facility Closing Date may be selected by the Borrower Representative during the term of this Agreement. No Lender shall have any obligation to the Administrative Agentparticipate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower and the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayedwithheld), (ielects to become a "Revolving Lender" under this Agreement in connection with any transaction described in Section 2.2(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Revolving Lender Supplement or (each, a "New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Revolving Lender Supplement"), substantially in the form of Exhibit H-1, whereupon such bank, financial institution or other entity (a "New Lender thereunder Revolving Lender") shall become a Revolving Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt For the purpose of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate providing that the respective amounts of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Revolving Loans (including the Types thereof and Interest Periods with Eurodollar Tranches in respect theretothereof) shall be held by the Revolving Lenders (including for such purposes the New Lenders) are held pro rata according to their respective Aggregate Exposure PercentagesRevolving Commitments, unless otherwise agreed by the Administrative Agent, on the Increased Revolving Facility Closing Date, the Borrower shall borrow a Revolving Loan from each relevant Lender in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurodollar Tranche had been borrowed or effected on the Increased Revolving Facility Closing Date and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased. Any prepayment and reborrowing The Eurodollar Base Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall be effected, equal the Eurodollar Base Rate then applicable to the maximum extent practicableEurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, through until the netting expiration of amounts payable the then-current Interest Period, such other rate as shall be agreed upon between the Borrowers Borrower and the respective Lendersrelevant Lender).
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Revolving Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make Loans to the Borrowers from time to time during the Commitment Period in an aggregate principal amount If at any one time outstanding, when added to such Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment. During the Commitment Period, the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (BTotal Revolving Outstandings(i) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after exceed the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender SupplementAggregate Revolving Commitments, (ii) a certificate the Outstanding Amount of each Letter of Credit Obligations shall exceed the Letter of Credit Sublimit, or (iii) the Outstanding Amount of Swingline Loans shall exceed the Swingline Sublimit, the Borrower attaching shall prepay Loans and/or Cash Collateralize Letter of Credit Obligations in an aggregate amount equal to such excess promptly on the resolutions date the Borrower becomes aware of the board of directors existence of such Borrower authorizing excess; provided that, except with respect to clause (ii), Letter of Credit Obligations will not be Cash Collateralized hereunder until the increase Revolving Loans and Swingline Loans have been paid in full. Asset Sales and Involuntary Dispositions. Prepayment will be made on the(ii) Obligations on the Commitments Business Day following receipt of Net Cash Proceeds required to be prepaid pursuant to the provisions hereof in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received in excess of $10,000,000 in any Fiscal Year from any Asset Sale or greater than Involuntary Disposition by the amount Borrower or any of its Subsidiaries; provided, however, that if (and only if) the pro forma (as provided in Section 1.3) Consolidated Net Leverage Ratio as of the date of such increase Asset Sale or Involuntary Disposition is less than 3.25 to 1.00, then with respect to any Net Cash Proceeds realized from an Asset Sale or Involuntary Disposition described in this Section 2.11(c)(ii), at the Commitments effected thereby election of the Borrower (except as notified by the Borrower to the extent resolutions authorizing Administrative Agent on or prior to the increased amount have previously been delivered by date of such BorrowerAsset Sale or Involuntary Disposition, as applicable), and (iii) each written consent thereto required by paragraph (b) so long as no Event of this SectionDefault shall have occurred and be continuing, the Administrative Agent Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 180 days after the receipt of such Net Cash Proceeds, such purchase shall accept such Commitment Increase or New Lender Supplement, have been consummated (as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to certified by the Borrower in writing to the Administrative Agent Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the Company (which agreement may include (i) a phase-in prepayment of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than Loans as set forth herein in this Section 2.11(c)(ii), on each date upon which the Total Commitments shall . Debt Transactions. Prepayment will be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest made on the Obligations in an amount(iii) equal to one hundred percent (100%) of the Net Cash Proceeds from any Debt Transactions on the Business Day following receipt thereof. Convertible Note Proceeds. Prepayment will be made on the Obligations in an(iv) amount prepaid and equal to 50% of the Net Cash Proceeds of the issuance of any amounts payable convertible notes pursuant to Section 2.14 in connection therewith, and (ii8.1(r) to on the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure PercentagesBusiness Day following receipt thereof. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.63 130164155_5 142964982_4
Appears in 1 contract
Sources: Credit Agreement (Ebix Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the L/C Obligations Exposure then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(ab) From time to time during the Commitment PeriodAt any time, upon written notice by the Borrower Representative and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative AgentAgent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $50,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased after the occurrence and during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $15,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower and the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (ielects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Lender Supplement or New Lender Supplements(each, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each “New Lender Supplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a “New Lender thereunder Lender”) shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions which will be used to prepay such portions of the board Revolving Loans of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)other Lenders, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such so that, after giving effect thereto, the resulting Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by outstanding are allocated among the Lenders (including for such purposes the New Lendersin accordance with Section 2.11(a) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and based on the respective LendersRevolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(de) On the Termination Date, each The Borrower shall repay all then the outstanding Revolving Loans made by of each Lender on the Lenders Revolving Termination Date applicable to such BorrowerLender.
Appears in 1 contract
Sources: Credit Agreement (Xcel Energy Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) to the Borrowers Borrower in Dollars from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the L/C Obligations then outstanding, which outstanding does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.62.10.
(ab) From time to time during the Commitment Period, upon written notice by the The Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during elect to increase the Revolving Commitments (a “Revolving Commitment Period agree that Increase”) in a minimum amount of $5,000,000 so long as, after giving effect thereto, the aggregate amount of the Incremental Extensions of Credit and Revolving Commitment Increases does not exceed $250,000,000. The Borrower may arrange for any such New increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Revolving Lender”), or New Lenders shall establish a by one or more new Commitment banks, financial institutions or Commitments by executing and delivering other entities (each such new bank, financial institution or other entity, an “Augmenting Revolving Lender”), to the Borrower Representative and the Administrative Agent a New Lender Supplement increase their existing Revolving Commitments, or New Lender Supplementsextend Revolving Commitments, as the case may be, provided that (i) each New Lender Augmenting Revolving Lender, shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and subject to the same extent as if originally a party hereto. Each New Lender shall deliver to approval of the Borrower and the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph (such approval by the Administrative Agent not to the contrary, without the consent of be unreasonably withheld) and (ii) (x) in the Required Lenderscase of an Increasing Revolving Lender, the aggregate amount Borrower and such Increasing Revolving Lender execute an agreement substantially in the form of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 Exhibit G hereto, and (y) in the case of an Augmenting Revolving Lender, the Borrower and such Augmenting Revolving Lender execute an agreement substantially in the form of Exhibit H hereto. Increases and new Revolving Commitments created pursuant to this clause shall become effective on the date agreed by the Borrower, the Administrative AgentAgent (such approval by the Administrative Agent not to be unreasonably withheld) and the relevant Increasing Revolving Lenders or Augmenting Revolving Lenders and the Administrative Agent shall notify each Revolving Lender thereof. Notwithstanding the foregoing, each no increase in the Total Revolving Commitments effected pursuant to (or in the Revolving Commitment of any Lender), shall become effective under this paragraph shall be unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
paragraphs (a) and (b) Upon its receipt of (i) Section 5.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a duly certificate to that effect dated such date and executed Commitment Increase Supplement or by a New Lender SupplementResponsible Officer of the Borrower, (ii) a certificate of each after giving effect to such Revolving Commitment Increase, the Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase shall be in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)compliance with Section 7.1, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept have received documents consistent with those delivered on the Closing Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such Commitment Increase or New increase. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Revolving Lender Supplementand Augmenting Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the case may beuse of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving Loans, and record (ii) the information contained therein Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the RegisterRevolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.5). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.18 if the deemed payment occurs other than on the last day of the related Interest Periods.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each The Borrower shall repay all then outstanding Revolving Loans made by on the Lenders to such BorrowerRevolving Termination Date.
Appears in 1 contract
Sources: Credit Agreement (Gartner Inc)
Revolving Commitments. Subject to (i) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon the terms and subject to the conditions hereofherein set forth, each Lender severally agrees to make Loans revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”) to the Borrowers Borrower at any time and from time to time during the Commitment Revolving Availability Period with respect to the 3-Year Revolving Facility in an aggregate principal amount at any one time outstandingnot to exceed, when added to such Lender’s LC Exposure under the 3-Year Revolving Facility, the 3-Year Revolving Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment. During the Commitment Period, the Borrowers which 3-Year Revolving Loans #90303017v26 may use the Commitments by borrowing, prepaying the Loans in whole or in part be repaid and reborrowing, all reborrowed in accordance with the terms and conditions hereofprovisions of this Agreement. The Loans may from At no time to time be Eurodollar Loans or ABR Loans, as determined by shall the Borrowers and notified to Total 3-Year Revolving Extensions of Credit exceed the Administrative Agent in accordance with Sections 2.2 and 2.6Total 3-Year Revolving Commitment.
(aii) From time to time during Each Lender under the Commitment Period5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon written notice by the Borrower Representative terms and subject to the Administrative Agentconditions herein set forth, with to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectively, the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed“5-Year Revolving Loans”) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative at any time and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Revolving Availability Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering with respect to the Borrower Representative and 5-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement5-Year Revolving Facility, the New Lender thereunder 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount 5-Year Revolving Extensions of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementCredit exceed the Total 5-Year Revolving Commitment.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) Each Borrowing of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of Revolving Loan under the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments Revolving Facility shall be increased pursuant to this Section, to made from the extent necessary to rebalance the outstanding Loans applicable Lenders pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods accordance with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the preceding sentence applicable Revolving Facility shall be effected, not in itself relieve the other Lenders under such Revolving Facility of their obligations to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenderslend.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) in Dollars to the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added (after giving effect to the use of proceeds thereof) to the sum of (i) such Lender▇▇▇▇▇▇’s Commitment Revolving Percentage of the sum of (x) the L/C Obligations then outstanding and (y) the aggregate principal amount of the Revolving Loans then outstanding and (ii) such ▇▇▇▇▇▇’s Swingline Exposure then outstanding, which does not exceed the amount of such Lender▇▇▇▇▇▇’s Revolving Commitment. During the Revolving Commitment Period, the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Term Benchmark Loans or ABR Loans, as determined by the Borrowers applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement2.13.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register[Reserved].
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in Each Borrower shall repay all of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the its outstanding Revolving Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective LendersMaturity Date.
(d) On Notwithstanding anything to the Termination Datecontrary contained herein, each Lender at its option may make any Loan to any Additional Borrower by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of such Additional Borrower to repay all such Loan in accordance with the terms of this Agreement and shall not cause any Borrower or other Loan Party to incur as of the date of the exercise of such option any greater liability than it shall then outstanding Loans made by the Lenders to such Borrowerhave under Section 2.19 or Section 2.20(a).
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the sum of (i) L/C Obligations then outstanding and (ii) the aggregate principal amount of Swingline Loans then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar LIBOR Rate Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement2.7.
(b) Upon The Borrower shall repay to each Lender its receipt outstanding Revolving Loans on the Revolving Termination Date and shall repay such other Revolving Loans so that the Total Revolving Extensions of Credit do not exceed the Total Revolving Commitments to be in effect thereafter. The Borrower may request that the Revolving Commitments be extended for additional one year periods by providing not less than 65 days’ written notice to the Administrative Agent prior to September 29 of any year (each, a “Noticed Anniversary Date”). If a Lender agrees, in its individual and sole discretion, to extend its Revolving Commitments (such Lender, an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so and the maximum amount of Revolving Commitments it agrees to so extend no later than 20 days prior to the applicable Noticed Anniversary Date, which notice shall be irrevocable. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions no later than 15 days prior to such Noticed Anniversary Date. The Extending Lenders’ and the New Lenders’ (as defined below) Revolving Commitments and the Revolving Termination Date will be extended for an additional year from the then-applicable Revolving Termination Date; provided that (i) a duly executed Commitment Increase Supplement more than 50% of the Total Revolving Commitments outstanding on the applicable Noticed Anniversary Date are extended or a otherwise committed to by Extending Lenders and any New Lender SupplementLenders, (ii) a certificate no Default or Event of Default shall have occurred and be continuing and (iii) the representations and warranties set forth in Section 3 hereof if not qualified as to materiality shall be true and correct in all material respects and all other representations and warranties set forth in Section 3 hereof shall be true and correct, in each Borrower attaching the resolutions of the board of directors case on and as of such date with the same force and effect as if made on or as of such date (except for those representations and warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties, if not qualified as to materiality, shall be true and correct in all material respects and all such other representations and warranties shall be true and correct, in each case as of such specific date). No Lender shall be required to consent to any such extension request and any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Revolving Commitments terminated on the then existing termination date (without regard to any renewals by other Lenders). The Borrower authorizing will have the increase in right to accept commitments from third party financial institutions acceptable to the Commitments Administrative Agent (the “New Lenders”) in an amount equal to or greater than the amount of such the Revolving Commitments of any Declining Lenders; provided that the Extending Lenders will have the right to increase in the their Revolving Commitments effected thereby (except up to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed Declining Lenders’ Revolving Commitments before the Borrower will be permitted to by each Lender, Interest Periods having terms substitute any other than as set forth herein ), on each date upon which financial institutions for the Total Commitments shall be increased Declining Lenders. The Borrower may only extend the Revolving Termination Date two times pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders2.1(b).
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) in Dollars to the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added (after giving effect to the use of proceeds thereof) to the sum of (i) such Lender’s Commitment Revolving Percentage of the sum of (x) the L/C Obligations then outstanding and (y) the aggregate principal amount of the Revolving Loans then outstanding and (ii) such Lender’s Swingline Exposure then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Term Benchmark Loans or ABR Loans, as determined by the Borrowers applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement2.13.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register[Reserved].
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in Each Borrower shall repay all of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the its outstanding Revolving Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective LendersMaturity Date.
(d) On Notwithstanding anything to the Termination Datecontrary contained herein, each Lender at its option may make any Loan to any Additional Borrower by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of such Additional Borrower to repay all such Loan in accordance with the terms of this Agreement and shall not cause any Borrower or other Loan Party to incur as of the date of the exercise of such option any greater liability than it shall then outstanding Loans made by the Lenders to such Borrowerhave under Section 2.19 or Section 2.20(a).
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans (together, the “Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Revolving Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstandingoutstanding Swing Line Loans, which does not exceed the amount of such Lender’s CommitmentRevolving Commitment then in effect. During the Revolving Commitment Period, the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. .
(b) The Revolving Loans shall be made in Dollars and may from time to time be Eurodollar (i) Eurocurrency Loans, (ii) ABR Loans or ABR Loans(iii) a combination thereof, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections subsections 2.2 and 2.6.
(a) From time to time during 3.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the Commitment Period, upon written notice by the Borrower Representative day that is one month prior to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the RegisterRevolving Facility Maturity Date.
(c) Unless otherwise agreed The Borrower agrees that, upon the request to by the Administrative Agent by any Revolving Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 10.6(b), in order to evidence such Revolving Lender’s Revolving Loans, the Borrower will execute and deliver to such Revolving Lender a promissory note substantially in the Company form of Exhibit H-1, with appropriate insertions as to payee, date and principal amount (which agreement may include each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Revolving Lender and representing the obligation of the Borrower to pay the amount of the Revolving Commitment of such Revolving Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Revolving Lender to the Borrower. Each Revolving Note shall (i) a phase-in of be dated the applicable increase and/or Closing Date, (ii) if agreed be stated to by each Lender, Interest Periods having terms other than as set forth herein ), mature on each date upon which the Total Commitments shall be increased pursuant to this Section, to Revolving Facility Maturity Date and (iii) provide for the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods accordance with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenderssubsection 3.1.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Sources: Credit Agreement (HSI IP, Inc.)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the L/C Obligations Exposure then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(ab) From time to time during the Commitment PeriodAt any time, upon written notice by the Borrower Representative and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative AgentAgent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $50,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased after the occurrence and during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower and the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayedwithheld), (ielects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Lender Supplement or New Lender Supplements(each, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each “New Lender Supplement”), substantially in the form of Exhibit E-1, whereupon such bank, financial institution or other entity (a “New Lender thereunder Lender”) shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions which will be used to prepay such portions of the board Revolving Loans of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)other Lenders, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such so that, after giving effect thereto, the resulting Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by outstanding are allocated among the Lenders (including for such purposes the New Lendersin accordance with Section 2.11(a) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and based on the respective LendersRevolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(de) On the Termination Date, each The Borrower shall repay all then the outstanding Revolving Loans made by of each Lender on the Lenders Revolving Termination Date applicable to such BorrowerLender.
Appears in 1 contract
Sources: Credit Agreement (Xcel Energy Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans in Dollars (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Percentage of the L/C Obligations Exposure then outstanding, which does not AMERICAS 91292599 exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(ab) From time to time during the Commitment PeriodAt any time, upon written notice by the Borrower Representative and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative AgentAgent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $100,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 (or, if less, the remaining unutilized portion of such $100,000,000). No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower and the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (ielects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Lender Supplement or New Lender Supplements(each, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each “New Lender Supplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a “New Lender thereunder Lender”) shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions which will be used to prepay such portions of the board Revolving Loans of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)other Lenders, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such so that, after giving effect thereto, the resulting Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by outstanding are allocated among the Lenders (including for such purposes the New Lendersin accordance with Section 2.11(a) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and based on the respective LendersRevolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(de) On the Termination Date, each The Borrower shall repay all then the outstanding Revolving Loans made by of each Lender on the Lenders Revolving Termination Date applicable to such BorrowerLender.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans in Dollars (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Percentage of the L/C Obligations Exposure then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(ab) From time to time during the Commitment PeriodAt any time, upon written notice by the Borrower Representative and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative AgentAgent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $50,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $15,000,000 (or, if less, the remaining unutilized portion of such $50,000,000). No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. NEWYORK 9337361
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower and the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (ielects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Lender Supplement or New Lender Supplements(each, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each “New Lender Supplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a “New Lender thereunder Lender”) shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions which will be used to prepay such portions of the board Revolving Loans of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)other Lenders, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such so that, after giving effect thereto, the resulting Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by outstanding are allocated among the Lenders (including for such purposes the New Lendersin accordance with Section 2.11(a) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and based on the respective LendersRevolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(de) On the Termination Date, each The Borrower shall repay all then the outstanding Revolving Loans made by of each Lender on the Lenders Revolving Termination Date applicable to such BorrowerLender.
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Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) in Dollars to the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added (after giving effect to the use of proceeds thereof) to the sum of (i) such Lender’s Commitment Revolving Percentage of the sum of (x) the L/C Obligations then outstanding and (y) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding and (ii) such Lender’s Swingline Exposure then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Eurocurrency Loans or ABR Loans, as determined by the Borrowers applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.62.13.
(ab) From time to time during the Commitment Period, upon written notice by the Borrower Representative Subject to the Administrative Agentterms and conditions hereof, each Foreign Currency Lender agrees, with the prior written consents of the Administrative Agent (respect to any Foreign Currency Loan in a Foreign Currency for which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed)it is designated a Foreign Currency Lender, (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to make Foreign Currency Loans to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may Borrowers from time to time during the Revolving Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, Period; provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on requested Foreign Currency Loan, the Dollar Equivalent of the aggregate principal amount of Foreign Currency Loans outstanding at such datetime does not exceed the Foreign Currency Sublimit, in the case of each of clauses (i) and (ii) above such that, after giving effect theretoto the requested Foreign Currency Loan (and the use of proceeds thereof), the sum of (x) such Lender’s Revolving Percentage of the sum of (1) the L/C Obligations then outstanding and (2) the aggregate principal amount of the Revolving Loans (including the Types thereof Dollar Equivalent of Foreign Currency Loans) then outstanding and Interest Periods with respect thereto(y) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Lender’s Revolving Commitment and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. The Foreign Currency Loans shall be held by Eurocurrency Loans.
(c) Each Borrower shall repay all of its outstanding Revolving Loans and Foreign Currency Loans on the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective LendersMaturity Date.
(d) On Notwithstanding anything to the Termination Datecontrary contained herein, each Lender at its option may make any Loan to any Additional Borrower by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of such Additional Borrower to repay all such Loan in accordance with the terms of this Agreement and shall not cause any Borrower or other Loan Party to incur as of the date of the exercise of such option any greater liability than it shall then outstanding Loans made by the Lenders to such Borrowerhave under Section 2.19 or Section 2.20(a).
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Revolving Commitments. Subject to the terms and conditions hereofset forth herein, each Lender severally agrees to make Loans revolving loans (each such loan, a “Committed Revolving Loan”) to the Borrowers Borrower in Dollars from time to time time, on any Business Day during the Commitment Period Availability Period, in an aggregate principal amount not to exceed at any one time outstanding, when added to such Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceed outstanding the amount of such Lender’s Revolving Commitment. During the Commitment Period; provided, the Borrowers may use the Commitments by borrowinghowever, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time that after giving effect to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed)any Committed Revolving Borrowing, (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph Total Outstandings shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewithRevolving Commitments, and (ii) the aggregate Outstanding Amount of the Committed Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment. Within the limits of each Lender’s Revolving Commitment, and subject to the extent they determine to do soother terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow such under this Section 2.01. Committed Revolving Loans from may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein; provided, however, all Borrowings made on the Lenders (including any New Lenders) after giving effect Closing Date shall be made as Base Rate Loans, unless the Borrower submits a funding indemnity letter, in form and substance satisfactory to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses Administrative Agent at least one (i1) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant Business Day prior to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Closing Date, each Borrower shall repay all then outstanding for any Eurodollar Rate Loans requested to be made by on the Lenders to such BorrowerClosing Date.
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Revolving Commitments. (a) Subject to the terms and conditions --------------------- hereof, each Revolving Lender severally agrees to make Loans revolving credit loans ("Revolving Loans"; together with the Term Loans, the "Loans") to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding, when added to such Lender’s Commitment Percentage of the L/C Obligations then outstanding, outstanding which does not exceed the amount of such Lender’s 's Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.62.10.
(ab) From time to time during The Borrower and any one or more Lenders (including New Revolving Lenders) may, with the Commitment Period, upon written notice by the Borrower Representative to consent of the Administrative Agent, from time to time agree that such Lenders shall make, obtain or increase the amount of such Lenders' Revolving Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and (ii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders, (w) the aggregate amount of incremental Revolving Commitments obtained pursuant to this paragraph shall not exceed $40,000,000 and the Total Revolving Commitments shall at no time exceed $175,000,000, (x) the incremental Revolving Commitments may not be made, obtained or increased after the occurrence and during the continuation of a Default or Event of Default, (y) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (z) no more than five Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. Any incremental Revolving Commitments shall be governed by this Agreement and the other Loan Documents. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. Notwithstanding anything to the contrary contained herein, no increase described in this paragraph may be made or obtained unless and until the Administrative Agent is satisfied that the Collateral Agent under the KGE Collateral Agreement shall have received additional certificates representing first mortgage bonds pledged pursuant to the KGE Collateral Agreement in an aggregate principal amount at least equal to the amount of such increase.
(c) Any additional bank, financial institution or other entity that, with the prior written consents consent of the Borrower and the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayedwithheld), (ielects to become a "Lender" under this Agreement in connection with any transaction described in Section 2.4(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Revolving Lender Supplement (each, a "New Revolving Lender -------------------- Supplement"), substantially in the form of Exhibit E-1, whereupon such bank, ---------- financial institution or other entity (a "New Lender Supplements, as the case may be, provided that each New Lender shall (ARevolving Lender") be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a -------------------- Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) benefits of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the RegisterAgreement.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
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Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans ("Revolving Loans") to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment 's Revolving Percentage of the L/C sum of (i) the LC Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, which does not exceed the amount of such Lender’s 's Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.62.12.
(ab) From time The Borrower and any one or more Revolving Lenders (including New Revolving Lenders) may agree that each such Lender shall obtain a Revolving Commitment or increase the amount of its existing Revolving Commitment, as applicable, in each case by executing and delivering to time during the Commitment PeriodAdministrative Agent an Increased Revolving Facility Activation Notice specifying (i) the amount of such increase and (ii) the Increased Revolving Facility Closing Date. Notwithstanding the foregoing, upon written notice without the consent of the Required Lenders, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this paragraph shall not exceed $40,000,000 and (ii) no more than one Increased Revolving Facility Closing Date may be selected by the Borrower Representative during the term of this Agreement. No Lender shall have any obligation to the Administrative Agentparticipate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower and the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayedwithheld), (ielects to become a "Revolving Lender" under this Agreement in connection with any transaction described in Section 2.2(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Revolving Lender Supplement or (each, a "New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Revolving Lender Supplement"), substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a "New Lender thereunder Revolving Lender") shall become a Revolving Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt For the purpose of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate providing that the respective amounts of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Revolving Loans (including the Types thereof and Interest Periods with Eurodollar Tranches in respect theretothereof) shall be held by the Revolving Lenders (including for such purposes the New Lenders) are held pro rata according to their respective Aggregate Exposure PercentagesRevolving Commitments, unless otherwise agreed by the Administrative Agent, on the Increased Revolving Facility Closing Date, the Borrower shall borrow a Revolving Loan from each relevant Lender in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurodollar Tranche had been borrowed or effected on the Increased Revolving Facility Closing Date and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased. Any prepayment and reborrowing The Eurodollar Base Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall be effected, equal the Eurodollar Base Rate then applicable to the maximum extent practicableEurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, through until the netting expiration of amounts payable the then-current Interest Period, such other rate as shall be agreed upon between the Borrowers Borrower and the respective Lendersrelevant Lender).
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
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Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the sum of (i) L/C Obligations then outstanding and (ii) the aggregate principal amount of Swingline Loans then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar LIBOR Rate Loans or ABR Base Rate Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement2.7.
(b) Upon The Borrower shall repay to each Lender its receipt outstanding Revolving Loans on the Revolving Termination Date and shall repay such other Revolving Loans so that the Total Revolving Extensions of Credit do not exceed the Total Revolving Commitments to be in effect thereafter. The Borrower may request that the Revolving Commitments be extended for an additional one year periodsperiod by providing not less than 65 days’ written notice to the Administrative Agent prior to February 18 of any year (each, a “Noticed Anniversary Date”). If a Lender agrees, in its individual and sole discretion, to extend its Revolving Commitments (such Lender, an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so and the maximum amount of Revolving Commitments it agrees to so extend no later than 20 days prior to the applicable Noticed Anniversary Date, which notice shall be irrevocable. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions no later than 15 days prior to such Noticed Anniversary Date. The Extending Lenders’ and the New Lenders’ (as defined below) Revolving Commitments and the Revolving Termination Date will be extended for an additional year from the then-applicable Revolving Termination Date; provided that (i) a duly executed Commitment Increase Supplement more than 50% of the Total Revolving Commitments outstanding on the applicable Noticed Anniversary Date are extended or a otherwise committed to by Extending Lenders and any New Lender SupplementLenders, (ii) a certificate no Default or Event of Default shall have occurred and be continuing and (iii) the representations and warranties set forth in Section 3 hereof if not qualified as to materiality shall be true and correct in all material respects and all other representations and warranties set forth in Section 3 hereof shall be true and correct, in each Borrower attaching the resolutions of the board of directors case on and as of such date with the same force and effect as if made on or as of such date (except for those representations and warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties, if not qualified as to materiality, shall be true and correct in all material respects and all such other representations and warranties shall be true and correct, in each case as of such specific date). No Lender shall be required to consent to any such extension request and any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Revolving Commitments terminated on the then existing termination date (without regard to any renewals by other Lenders). The Borrower authorizing will have the increase in right to accept commitments from third party financial institutions acceptable to the Commitments Administrative Agent (the “New Lenders”) in an amount equal to or greater than the amount of such the Revolving Commitments of any Declining Lenders; provided that the Extending Lenders will have the right to increase in the their Revolving Commitments effected thereby (except up to the extent resolutions authorizing amount of the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this SectionDeclining Lenders’ Revolving Commitments before the Borrower will be permitted to substitute any other financial institutions for the Declining Lenders. TheFollowing the First Amendment Effective Date, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as Borrower may only extend the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased Revolving Termination Date two timesone time pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders2.1(b).
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(ab) From At any time prior to time the fourth anniversary of the Closing Date, the Borrower and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date (which may be no later than the fourth anniversary of the Closing Date). Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $50,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased after the occurrence and during the continuation of a Default or Event of Default, including after giving effect to the incremental Revolving Commitments in question, (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (iv) no more than one Increased Revolving Commitment Period, upon written notice Closing Date may be selected by the Borrower Representative during the term of this Agreement. No Lender shall have any obligation to the Administrative Agentparticipate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower and the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayedwithheld), (ielects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Lender Supplement or New Lender Supplements(each, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each “New Lender Supplement”), substantially in the form of Exhibit E-1, whereupon such bank, financial institution or other entity (a “New Lender thereunder Lender”) shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt of (i) a duly executed On each Increased Revolving Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this SectionClosing Date on which there are Revolving Loans outstanding, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(cLender(s) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (iand/or Lender(s) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total that have increased their Revolving Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentagesmake Revolving Loans, the Borrowers (i) shall proceeds of which will be used to prepay outstanding Loansthe Revolving Loans of other Lenders, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such so that, after giving effect thereto, the resulting Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by outstanding are allocated among the Lenders (including for such purposes the New Lendersin accordance with Section 2.11(a) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and based on the respective LendersRevolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(de) On the Termination Date, each The Borrower shall repay all then the outstanding Revolving Loans made by of each Lender on the Lenders Revolving Termination Date applicable to such BorrowerLender.
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Sources: Credit Agreement (Xcel Energy Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans in Dollars (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender▇▇▇▇▇▇’s Commitment Percentage of the L/C Obligations Exposure and Swingline Exposure then outstanding, which does not exceed the amount of such Lender▇▇▇▇▇▇’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Term Benchmark Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.62.7.
(ab) From time to time during the Commitment PeriodAt any time, upon written notice by the Borrower Representative and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative AgentAgent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $350,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 (or, if less, the remaining unutilized portion of such $350,000,000). No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower, the Administrative Agent and each Issuing Lender (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (ielects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Lender Supplement or New Lender Supplements(each, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each “New Lender Supplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a “New Lender thereunder Lender”) shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions which will be used to prepay such portions of the board Revolving Loans of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)other Lenders, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such so that, after giving effect thereto, the resulting Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by outstanding are allocated among the Lenders (including for such purposes the New Lendersin accordance with Section 2.12(a) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and based on the respective LendersRevolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(de) On the Termination Date, each The Borrower shall repay all then the outstanding Revolving Loans made by of each Lender on the Lenders Revolving Termination Date applicable to such BorrowerLender.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the sum of (i) L/C Obligations then outstanding and (ii) the aggregate principal amount of Swingline Loans then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement2.7.
(b) Upon [Intentionally omitted].
(c) [Intentionally omitted].
(d) [Intentionally omitted].
(e) The Borrower shall repay to each Lender its receipt outstanding Revolving Loans on the Revolving Termination Date and shall repay such other Revolving Loans so that the Total Revolving Extensions of Credit do not exceed the Total Revolving Commitments to be in effect thereafter. The Borrower may request that the Revolving Commitments be extended for additional one year periods by providing not less than 65 days’ written notice to the Administrative Agent prior to March 17 of any year (each, a “Noticed Anniversary Date”). If a Lender agrees, in its individual and sole discretion, to extend its Revolving Commitments (such Lender, an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so and the maximum amount of Revolving Commitments it agrees to so extend no later than 20 days prior to the applicable Noticed Anniversary Date, which notice shall be irrevocable. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions no later than 15 days prior to such Noticed Anniversary Date. The Extending Lenders’ and the New Lenders’ (as defined below) Revolving Commitments and the Revolving Termination Date will be extended for an additional year from the then-applicable Revolving Termination Date; provided that (i) a duly executed Commitment Increase Supplement more than 50% of the Total Revolving Commitments outstanding on the applicable Noticed Anniversary Date are extended or a otherwise committed to by Extending Lenders and any New Lender SupplementLenders, (ii) a certificate no default or Event of each Borrower attaching Default shall have occurred and be continuing and (iii) the resolutions of the board of directors representations and warranties set forth in Section 3 hereof shall be true and correct in all material respects on and as of such date with the same force and effect as if made on or as of such date (except for those representations and warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date). No Lender shall be required to consent to any such extension request and any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Revolving Commitments terminated on the then existing termination date (without regard to any renewals by other Lenders). The Borrower authorizing will have the increase in right to accept commitments from third party financial institutions acceptable to the Commitments Administrative Agent (the “New Lenders”) in an amount equal to or greater than the amount of such the Revolving Commitments of any Declining Lenders; provided that the Extending Lenders will have the right to increase in the their Revolving Commitments effected thereby (except up to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed Declining Lenders’ Revolving Commitments before the Borrower will be permitted to by each Lender, Interest Periods having terms substitute any other than as set forth herein ), on each date upon which financial institutions for the Total Commitments shall be increased Declining Lenders. The Borrower may only extend the Revolving Termination Date five times pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders2.1(e).
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions --------------------- hereof, each Revolving Lender severally agrees to make Loans revolving credit loans ("Revolving Loans") to the Borrowers Borrower from time to time during the Revolving ----------------- Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment 's Revolving Percentage of the L/C Obligations then outstanding, which outstanding does not exceed the amount of such Lender’s 's Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar LIBOR Loans or ABR Base Rate Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement2.10.
(b) Upon its receipt of (iSubject to Section 2.4(c) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Sectionbelow, the Administrative Agent Borrower shall accept such Commitment Increase or New Lender Supplement, as repay all outstanding Revolving Loans on the case may be, and record the information contained therein in the RegisterScheduled Revolving Termination Date.
(c) Unless otherwise agreed Notwithstanding anything in this Agreement or in any other Loan Document to by the Administrative Agent contrary, all outstanding Revolving Loans shall be immediately due and payable, without demand or notice of any kind, and the Company (which agreement may include (i) a phase-in Revolving Commitments shall immediately terminate, without demand or notice of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein )any kind, on each date upon which the Total Commitments shall be increased pursuant to this Sectionsecond calendar day (or, to if not a Business Day, the extent necessary to rebalance next succeeding Business Day) after the outstanding Loans pro rata among Closing Date in the Lenders event the Spinoff has not been completed in its entirety (including any New Lendersall steps (1) pursuant to their modified Aggregate Exposure Percentages, through (4) thereof) in accordance with the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment terms of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders this Agreement (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.without limitation Section 6.11
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Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans in Dollars (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Percentage of the L/C Obligations Exposure and Swingline Exposure then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.62.7.
(ab) From time to time during the Commitment PeriodAt any time, upon written notice by the Borrower Representative and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative AgentAgent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $250,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 (or, if less, the remaining unutilized portion of such $250,000,000). No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower, the Administrative Agent and each Issuing Lender (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (ielects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Lender Supplement or New Lender Supplements(each, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each “New Lender Supplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a “New Lender thereunder Lender”) shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions which will be used to prepay such portions of the board Revolving Loans of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)other Lenders, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such so that, after giving effect thereto, the resulting Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by outstanding are allocated among the Lenders (including for such purposes the New Lendersin accordance with Section 2.12(a) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and based on the respective LendersRevolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(de) On the Termination Date, each The Borrower shall repay all then the outstanding Revolving Loans made by of each Lender on the Lenders Revolving Termination Date applicable to such BorrowerLender.
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Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) to the Borrowers Borrower in Dollars from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the L/C Obligations then outstanding, which outstanding does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.62.10.
(ab) From time to time during the Commitment Period, upon written notice by the The Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during elect to increase the Revolving Commitments (a “Revolving Commitment Period agree that Increase”) in a minimum amount of $5,000,000 so long as, after giving effect thereto, the aggregate amount of the Incremental Extensions of Credit and Revolving Commitment Increases does not exceed $500,000,000. The Borrower may arrange for any such New increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Revolving Lender”), or New Lenders shall establish a by one or more new Commitment banks, financial institutions or Commitments by executing and delivering other entities (each such new bank, financial institution or other entity, an “Augmenting Revolving Lender”), to the Borrower Representative and the Administrative Agent a New Lender Supplement increase their existing Revolving Commitments, or New Lender Supplementsextend Revolving Commitments, as the case may be, provided that (i) each New Lender Augmenting Revolving Lender, shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and subject to the same extent as if originally a party hereto. Each New Lender shall deliver to approval of the Borrower and the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph (such approval by the Administrative Agent not to the contrary, without the consent of be unreasonably withheld) and (ii) (x) in the Required Lenderscase of an Increasing Revolving Lender, the aggregate amount Borrower and such Increasing Revolving Lender execute an agreement substantially in the form of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 Exhibit G hereto, and (y) in the case of an Augmenting Revolving Lender, the Borrower and such Augmenting Revolving Lender execute an agreement substantially in the form of Exhibit H hereto. Increases and new Revolving Commitments created pursuant to this clause shall become effective on the date agreed by the Borrower, the Administrative AgentAgent (such approval by the Administrative Agent not to be unreasonably withheld) and the relevant Increasing Revolving Lenders or Augmenting Revolving Lenders and the Administrative Agent shall notify each Revolving Lender thereof. Notwithstanding the foregoing, each no increase in the Total Revolving Commitments effected pursuant to (or in the Revolving Commitment of any Lender), shall become effective under this paragraph shall be unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
paragraphs (a) and (b) Upon its receipt of (i) Section 5.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a duly certificate to that effect dated such date and executed Commitment Increase Supplement or by a New Lender SupplementResponsible Officer of the Borrower, (ii) a certificate of each after giving effect to such Revolving Commitment Increase, the Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase shall be in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)compliance with Section 7.1, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept have received documents consistent with those delivered on the Closing Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Revolving Lender and Augmenting Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.5). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.18 if the deemed payment occurs other than on the last day of the related Interest Periods. For the avoidance of doubt, no existing Lender will be required to provide any Revolving Commitment Increase or New and the Borrower shall have no obligation to offer any existing Lender Supplement, as the case may be, and record the information contained therein in the Registeropportunity to provide any commitment for any Revolving Commitment Increase.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each The Borrower shall repay all then outstanding Revolving Loans made by on the Lenders to such BorrowerRevolving Termination Date.
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Sources: Credit Agreement (Gartner Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans ("Revolving Loans") to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment 's Revolving Percentage of the L/C sum of (i) the LC Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, which does not exceed the amount of such Lender’s 's Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.62.12.
(ab) From time The Borrower and any one or more Revolving Lenders (including New Revolving Lenders) may agree that each such Lender shall obtain a Revolving Commitment or increase the amount of its existing Revolving Commitment, as applicable, in each case by executing and delivering to time during the Commitment PeriodAdministrative Agent an Increased Revolving Facility Activation Notice specifying (i) the amount of such increase and (ii) the Increased Revolving Facility Closing Date. Notwithstanding the foregoing, upon written notice without the consent of the Required Lenders, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this paragraph shall not exceed $40,000,000 and (ii) no more than three Increased Revolving Facility Closing Dates may be selected by the Borrower Representative during the term of this Agreement. No Lender shall have any obligation to the Administrative Agentparticipate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower and the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayedwithheld), (ielects to become a "Revolving Lender" under this Agreement in connection with any transaction described in Section 2.2(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Revolving Lender Supplement or (each, a "New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Revolving Lender Supplement"), substantially in the form of Exhibit H, whereupon such bank, financial institution or other entity (a "New Lender thereunder Revolving Lender") shall become a Revolving Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) benefits of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective LendersAgreement.
(d) On For the Termination Datepurpose of providing that the respective amounts of Revolving Loans (and Eurodollar Tranches in respect thereof) held by the Revolving Lenders are held by them on a pro rata basis according to their respective Revolving Percentages, on each Increased Revolving Facility Restatement Effective Date (i) all outstanding Revolving Loans shall be converted into a single Revolving Loan that is a Eurodollar Loan (with an interest period to be selected by the Borrower), and upon such conversion the Borrower shall repay pay any amounts owing pursuant to Section 2.20, if any, (ii) any new borrowings of Revolving Loans on such date shall also be part of such single Revolving Loan and (iii) all then outstanding Loans Revolving Lenders (including the New Revolving Lenders) shall hold a portion of such single Revolving Loan equal to its Revolving Percentage thereof and any fundings on such date shall be made by in such a manner so as to achieve the Lenders to such Borrowerforegoing.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans ("Revolving Loans") to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment 's Revolving Percentage of the L/C sum of (i) the RC LC Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, which does not exceed the amount of such Lender’s 's Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.62.12.
(ab) From time The Borrower and any one or more Revolving Lenders (including New Revolving Lenders) may agree that each such Lender shall obtain a Revolving Commitment or increase the amount of its existing Revolving Commitment, as applicable, in each case by executing and delivering to time during the Commitment PeriodAdministrative Agent an Increased Revolving Facility Activation Notice specifying (i) the amount of such increase and (ii) the Increased Revolving Facility Closing Date. Notwithstanding the foregoing, upon written notice without the consent of the Required Lenders, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this paragraph shall not exceed $40,000,000 and (ii) no more than one Increased Revolving Facility Closing Date may be selected by the Borrower Representative during the term of this Agreement. No Lender shall have any obligation to the Administrative Agentparticipate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower and the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayedwithheld), (ielects to become a "Revolving Lender" under this Agreement in connection with any transaction described in Section 2.2(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Revolving Lender Supplement or (each, a "New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Revolving Lender Supplement"), substantially in the form of Exhibit I-1, whereupon such bank, financial institution or other entity (a "New Lender thereunder Revolving Lender") shall become a Revolving Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt For the purpose of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate providing that the respective amounts of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Revolving Loans (including the Types thereof and Interest Periods with Eurodollar Tranches in respect theretothereof) shall be held by the Revolving Lenders (including for such purposes the New Lenders) are held pro rata according to their respective Aggregate Exposure PercentagesRevolving Commitments, unless otherwise agreed by the Administrative Agent, on the Increased Revolving Facility Closing Date, the Borrower shall borrow a Revolving Loan from each relevant Lender in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurodollar Tranche had been borrowed or effected on the Increased Revolving Facility Closing Date and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased. Any prepayment and reborrowing The Eurodollar Base Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall be effected, equal the Eurodollar Base Rate then applicable to the maximum extent practicableEurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, through until the netting expiration of amounts payable the then-current Interest Period, such other rate as shall be agreed upon between the Borrowers Borrower and the respective Lendersrelevant Lender).
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Revolving Commitments. Subject During the Commitment Period, subject to the terms and conditions hereof, each Lender Revolving Bank severally agrees to make Loans revolving loans (the "Revolving Loans") to the Borrowers from time to time during the Commitment Period Borrower in an aggregate principal amount at any one time outstanding, when added to such Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment. During Bank's Revolving Commitment Percentage of such Revolving Loans for the Commitment Periodpurposes hereinafter set forth; provided that (i) with regard to the Revolving Banks collectively, the Borrowers aggregate principal amount of Obligations at any time shall not exceed the Aggregate Revolving Committed Amount and (ii) with regard to each Revolving Bank individually, such Revolving Bank's Revolving Commitment Percentage of Obligations at any time shall not exceed such Revolving Bank's Revolving Committed Amount. Revolving Loans shall be made by the Revolving Banks ratably in accordance with their respective Revolving Commitment Percentages. Revolving Loans may use consist of Base Rate Loans or Eurodollar Loans, or a combination thereof, as the Commitments by borrowingBorrower may request, prepaying the Loans in whole or in part and reborrowing, all may be repaid and reborrowed in accordance with the terms and conditions provisions hereof. The Revolving Loans may from time to time be consisting of (A) Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayedthe minimum aggregate principal amount of One Million Dollars ($1,000,000) and the then Issuing Lenders integral multiples of One Hundred Thousand Dollars (which consents shall not be unreasonably withheld or delayed)$100,000) in excess thereof, (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) Base Rate Loans shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment be in the minimum aggregate principal amount set forth of Five Hundred Thousand Dollars ($500,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaireexcess thereof. Notwithstanding anything contained in this paragraph herein to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph Borrower shall be in limited to a minimum aggregate amount maximum number of $10,000,000. No existing Lender shall have twenty (20) Eurodollar Loans outstanding at any obligation under this Agreement to enter into a Commitment Increase Supplementtime.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Revolving Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make Loans to the Borrowers from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding, when added to such Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment. During the Commitment Period, the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon By written notice by the Borrower Representative sent to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplementsshall promptly distribute to the Lenders), as the case Borrower may be, and/or (ii) at any one or more New Lenders may time and from time to time during request an increase of the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or aggregate amount of the Commitments by executing an aggregate amount equal to any integral multiple of $5,000,000; provided that (i) no Default shall have occurred and delivering to be continuing; (ii) the aggregate amount of the Commitments shall not have been reduced, nor shall the Borrower Representative and have given notice of any such reduction under Section 2.09; (iii) the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall sum of (A) be a NAIC Approved Bank or the total amount of all Commitments after giving effect to any such increase, plus (B) the initial principal amount of any Incremental Term Loan, shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From not exceed $1,000,000,000; and after (iv) the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, not be increased without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established such Lender. If one or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions more of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal Lenders is not increasing its Commitment, then, with notice to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company other Lenders, another one or more financial institutions, each as approved by the Borrower and the Administrative Agent (which agreement a “New Lender”), may include (i) a phase-in commit to provide an amount equal to the aggregate amount of the applicable requested increase and/or that will not be provided by the existing Lenders (ii) if the “Increase Amount”); provided, that the Commitment of each New Lender shall be at least $5,000,000. Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant commit to this Section, an aggregate amount equal to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure PercentagesIncrease Amount, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow then: provided that no Default exists at such Loans from the Lenders (including any New Lenders) time or after giving effect to the new and/or increased requested increase, the Borrower, the Administrative Agent and the Lenders willing to increase their respective Commitments becoming effective on such date, and the New Lenders (if any) shall execute and deliver a supplement in the case form attached hereto as Exhibit C (the “Increased Commitment Supplement”). If all existing Lenders shall not have provided their pro rata portion of each the requested Increase Amount, the Revolving Loans will not be held pro rata by the Lenders in accordance with the Applicable Percentages determined hereunder. To remedy the foregoing, on the date of clauses (i) and (ii) above such thatthe effectiveness of the Increased Commitment Supplement, the Lenders shall make advances among themselves so that after giving effect thereto, thereto the Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall will be held by the Lenders (including for such purposes the New Lenders) , pro rata according to their respective Aggregate Exposure Percentagesin accordance with the Applicable Percentages hereunder. Any prepayment and reborrowing pursuant The advances so made by each Lender whose Applicable Percentage has increased as a result of the changes to the preceding sentence Commitments shall be effected, deemed to be a purchase of a corresponding amount of the maximum extent practicable, Revolving Loans of the Lender or Lenders whose Applicable Percentages have decreased. The advances made under this Section shall be Loans of the same Type as those previously held by the Lender or Lenders whose Applicable Percentages have decreased unless or until the Borrower shall have selected an alternative interest rate to apply thereto under the terms of this Agreement. All advances made under this Section shall be made through the netting of amounts payable between the Borrowers and the respective LendersAdministrative Agent.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Revolving Commitments. Subject (i) During the Revolving Commitment Period, subject to the terms and conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.3(a)(i), each Class A Revolving Lender severally agrees to make Class A Revolving Loans to the Borrowers Company from time to time during the Commitment Period in an aggregate amount outstanding up to but not exceeding such Class A Lender’s aggregate Class A Revolving Commitments, provided that no Class A Revolving Lender shall make any such Class A Revolving Loan or portion thereof to the extent that, after giving effect to such Class A Revolving Loan:
(a) the Total Utilization of Class A Revolving Commitments exceeds the Class A Borrowing Base;
(b) the aggregate outstanding principal amount at any one time outstanding, when added to such Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does not Class A Revolving Loans shall exceed the amount of such Lender’s Commitment. aggregate Class A Revolving Commitments.
(ii) During the Revolving Commitment Period, the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with subject to the terms and conditions hereof. The Loans may from time , including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayedSection 3.3(a)(i), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Class B Revolving Lender shall (A) be a NAIC Approved Bank or (B) shall have make Class B Revolving Loans to Company in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplementan aggregate amount up to but not exceeding such Lender’s Class B Revolving Commitment; provided, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New that no Class B Revolving Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established make any such Class B Revolving Loan or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except portion thereof to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for to such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.Class B Revolving Loan:
(da) On the Termination Date, each Borrower Total Utilization of Class B Revolving Commitments exceeds the Class B Borrowing Base; or
(b) the aggregate outstanding principal amount of the Class B Revolving Loans funded by such Class B Revolving Lender hereunder shall repay all then outstanding Loans made by the Lenders to such Borrowerexceed its Class B Revolving Commitment.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans in Dollars (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Percentage of the L/C Obligations Exposure then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(ab) From time to time during the Commitment PeriodAt any time, upon written notice by the Borrower Representative and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative AgentAgent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $100,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 (or, if less, the remaining unutilized portion of such $100,000,000). No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower and the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (ielects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Lender Supplement or New Lender Supplements(each, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each “New Lender Supplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a “New Lender thereunder Lender”) shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their NEWYORK 9337878 Revolving Commitments shall make Revolving Loans, the proceeds of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions which will be used to prepay such portions of the board Revolving Loans of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)other Lenders, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such so that, after giving effect thereto, the resulting Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by outstanding are allocated among the Lenders (including for such purposes the New Lendersin accordance with Section 2.11(a) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and based on the respective LendersRevolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(de) On the Termination Date, each The Borrower shall repay all then the outstanding Revolving Loans made by of each Lender on the Lenders Revolving Termination Date applicable to such BorrowerLender.
Appears in 1 contract
Revolving Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make Loans to the Borrowers from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding, when added to such Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment. During the Commitment Period, the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment PeriodCompany may, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase terminate the amount of their Commitment or Aggregate Revolving A Commitments by executing and delivering to and/or the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase SupplementsAggregate Revolving B Commitments, as the case may be, and/or (ii) any one or more New Lenders may from time to time during permanently reduce the Commitment Period agree that such New Lender Letter of Credit Sublimit, the Swing Line Sublimit and/or the Foreign Borrower Sublimit, (iii) from time to time permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Swing Line Loans and L/C Obligations or New Lenders shall establish a new Commitment or (iv) from time to time permanently reduce the Aggregate Revolving B Commitments by executing and delivering to an amount not less than the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, Outstanding Amount of Revolving B Loans; provided that each New Lender shall (A) any such notice shall be a NAIC Approved Bank or received CHAR1\▇▇▇▇▇▇▇▇▇
(B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x1) the Required Lenders, the aggregate amount of incremental Aggregate Revolving A Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplementand/or Aggregate Revolving B Commitments, as the case may beapplicable, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lenderif, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect thereto and to any concurrent prepayments hereunder, the new Total Revolving A Outstandings and/or increased Total Revolving B Outstandings, as applicable, would exceed the Aggregate Revolving A Commitments becoming effective on such dateand/or Aggregate Revolving B Commitments, in as applicable, (2) the case Letter of each of clauses (i) and (ii) above such thatCredit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (3) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit or (including 4) the Types thereof Foreign Borrower Sublimit if, after giving effect thereto and Interest Periods with respect theretoto any concurrent prepayments hereunder, the Outstanding Amount of Loans and L/C Obligations made to Foreign Borrowers would exceed the Foreign Borrower Sublimit and (D) shall any such notice may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice of termination or reduction may be held revoked by the Lenders applicable Borrower (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant by notice to the preceding sentence shall be effected, Administrative Agent on or prior to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lendersspecified effective date) if such condition is not satisfied.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Sources: Credit Agreement (EnerSys)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount with respect to all such Revolving Loans at any one time outstandingoutstanding which, when added to such Lender’s Commitment Percentage the aggregate principal amount of any then outstanding Revolving Loans, any Swingline Loans, the aggregate undrawn amount of all then outstanding Letters of Credit, and the aggregate amount of all L/C Obligations then outstandingDisbursements that have not yet been reimbursed or converted into Revolving Loans, which incurred on behalf of the Borrower and owing to such Lender, does not exceed the amount of such Lender’s Revolving Commitment. In addition, the amount of the Total Revolving Extensions of Credit outstanding after giving effect to any requested borrowing of Revolving Loans shall not exceed the Available Revolving Commitments then in effect. During the Revolving Commitment Period, the Borrowers Borrower may use the Available Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire2.11. Notwithstanding anything contained in this paragraph to the contrarycontrary contained herein, without during the consent existence and continuation of (x) the Required Lendersan Event of Default, the aggregate amount of incremental Commitments established no Revolving Loan may be borrowed as, converted to or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in continued as a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementEurodollar Loan.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each The Borrower shall repay all then outstanding Revolving Loans made by on the Lenders to such BorrowerRevolving Termination Date.
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Revolving Commitments. (a) Subject to the terms and conditions hereofhereof and relying upon the representations and warranties herein set forth, each Revolving Lender agrees, severally agrees and not jointly, to make Loans revolving credit loans (“Revolving Credit Loans”) in Dollars to the Borrowers Borrower or any Domestic Subsidiary Borrower, at any time and from time to time during on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Revolving Commitment Period of such Lender, in an aggregate principal amount at any one time outstanding, when added outstanding not to exceed such Lender’s Revolving Commitment Percentage of minus the L/C Obligations then outstanding, which does not exceed the amount sum of such Lender’s Commitment. During pro rata share of the then current Revolving L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender’s Revolving Commitment Periodpursuant to Section 2.20 subject, however, to the Borrowers may use conditions that (a) at no time shall (i) the Commitments Revolving Credit Exposure exceed (ii) the Total Revolving Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by borrowing, prepaying each Revolving Lender shall equal the product of (i) the percentage that its Revolving Commitment represents of the Total Revolving Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans in whole made pursuant to a notice given by the Borrower or in part and reborrowing, all in accordance with the terms and conditions hereofany Subsidiary Borrower under Section 2.3. The Loans Revolving Commitments of the Lenders may be terminated or reduced from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lendersor Section 7.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
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Revolving Commitments. (a) Subject to the terms and conditions hereof, each US Dollar Revolving Lender severally agrees to make Loans revolving credit loans to the Borrowers Parent Borrower and to the Subsidiary Borrower in US Dollars ("US Dollar Revolving Loans") from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such US Dollar Lender’s Commitment 's Revolving Percentage of the sum of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment's US Dollar Revolving Commitment (the "Revolving Loans"). Notwithstanding the above, in no event shall any Revolving Loan be made or Letter of Credit be issued, if, after giving effect to such making or issuance and the use of proceeds thereof as directed by the Parent Borrower or the Subsidiary Borrower, as the case may be, the Total Revolving Extensions of Credit would exceed the lesser of (i) the Total Revolving Commitments or (ii) the Borrowing Base as of the date of the most recent Borrowing Base Certificate furnished to the Administrative Agent pursuant to Section 5.1(m) or Section 6.2(f) hereof. During the Revolving Commitment Period, the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Eurocurrency Loans or ABR Alternate Base Rate Loans, as determined by the Borrowers Parent Borrower or the Subsidiary Borrower, as the case may be, and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement2.10.
(b) Upon its receipt The Borrowers shall repay all outstanding Revolving Loans on the Revolving Termination Date. To the extent the Revolving Termination Date extends beyond the maturity date of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions any subordinated debt of the board of directors Parent Borrower existing on the date hereof, such Revolving Termination Date shall be adjusted to be 90 days prior to the maturity date of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Registersubordinated debt.
(c) Unless otherwise agreed Up to an aggregate principal amount of $40,000,000 of the Revolving Facility will be available for borrowings by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Subsidiary Borrower.
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Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) in Dollars to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the sum of (i) the L/C Obligations then outstanding, which (ii) the aggregate principal amount of the Swingline Loans then outstanding and (iii) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Eurocurrency Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.62.13.
(ab) From time to time during the Commitment Period, upon written notice by the Borrower Representative Subject to the Administrative Agentterms and conditions hereof, each Foreign Currency Lender agrees, with the prior written consents of the Administrative Agent (respect to any Foreign Currency Loan in a Foreign Currency for which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed)it is designated a Foreign Currency Lender, (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to make Foreign Currency Loans to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Revolving Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, Period; provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on requested Foreign Currency Loan, the Dollar Equivalent of the aggregate principal amount of Foreign Currency Loans outstanding at such datetime does not exceed the Foreign Currency Sublimit, in the case of each of clauses (i) and (ii) above such that, after giving effect theretoto the requested Foreign Currency Loan, such Lender’s Revolving Percentage of the sum of (x) the L/C Obligations then outstanding, (y) the aggregate principal amount of the Swingline Loans then outstanding and (z) the aggregate principal amount of the Revolving Loans (including the Types thereof Dollar Equivalent of Foreign Currency Loans) then outstanding, does not exceed the amount of such Lender’s Revolving Commitment and Interest Periods with respect thereto(iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. The Foreign Currency Loans shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective LendersEurocurrency Loans.
(dc) On the Termination Date, each The Borrower shall repay all then outstanding Revolving Loans made by and Foreign Currency Loans on the Lenders to such BorrowerRevolving Termination Date.
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Revolving Commitments. Subject (A) If at any time (1) the Outstanding Amount of Dollar Revolving Obligations shall exceed the Aggregate Dollar Revolving Committed Amount, (2) the Outstanding Amount of Limited Currency Revolving Obligations shall exceed the Aggregate Limited Currency Revolving Committed Amount, (3) the Outstanding Amount of Multicurrency Revolving Obligations shall exceed the Aggregate Multicurrency Revolving Committed Amount, (4) the Outstanding Amount of all Limited Currency Revolving Obligations and Multicurrency Revolving Obligations denominated in an Alternative Currency shall exceed the Alternative Currency Sublimit, (5) the Outstanding Amount of all 2020-1 Incremental Revolving Obligations shall exceed the Aggregate 2020-1 Incremental Revolving Committed Amount, (6) the Outstanding Amount of Swingline Loans shall exceed the Swingline Sublimit and (7) the L/C Obligations shall exceed the L/C Sublimit or the L/C Committed Amount (in each case, other than solely as a result of changes in Spot Rates) immediate prepayment or cash collateralization of amounts owing in respect of outstanding B/As will be made on or in respect of the applicable Revolving Obligations in an amount equal to the terms difference; provided, however, that, except under the circumstances described in Section 2.03(a)(ii)(A)(5), 2.03(c), 2.03(d)(i), 2.03(g), 2.06(b)(i)(B), 2.16(d) or 9.02(c), LC Obligations will not be Cash Collateralized hereunder until the Revolving Loans and conditions hereofSwingline Loans have been paid in full. If on any Revaluation Date and solely as a result of changes in Spot Rates, each Lender severally agrees to make Loans (i) the Outstanding Amount of Limited Currency Revolving Obligations shall exceed 105% of the Aggregate Limited Currency Revolving Committed Amount, (ii) the Outstanding Amount of Multicurrency Revolving Obligations shall exceed 105% of the Aggregate Multicurrency Revolving Committed Amount or (iii) the Outstanding Amount of all Limited Currency Revolving Obligations and Multicurrency Revolving Obligations denominated in an Alternative Currency shall exceed 105% of the Alternative Currency Sublimit, immediate prepayment or cash collateralization of amounts owing in respect of outstanding B/As will be made on or in respect of the applicable Revolving Obligations in an amount equal to the Borrowers from time to time during difference.
(B) If the Commitment Period in Administrative Agent or an aggregate principal amount L/C Issuer notifies the Parent Borrower at any one time outstanding, when added that the Outstanding Amount of all L/C Obligations (whether or not as a result of a change in Spot Rates) at such time exceeds an amount equal to such Lender’s Commitment Percentage 105% of the L/C Obligations Sublimit then outstandingin effect, which does not exceed the amount then, within two (2) Business Days after receipt of such Lender’s Commitment. During the Commitment Periodnotice, the Borrowers may use Parent Borrower shall Cash Collateralize the Commitments by borrowingL/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the L/C Sublimit. If the Administrative Agent or an L/C Issuer notifies the Parent Borrower at any time that the Outstanding Amount of all L/C Obligations denominated in an Alternative Currency at such time exceeds an amount equal to 105% of the Alternative Currency L/C Sublimit then in effect, prepaying then, within two (2) Business Days after receipt of such notice, the Loans Parent Borrower shall Cash Collateralize the L/C Obligations in whole or in part and reborrowing, all in accordance with an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the terms and conditions hereofAlternative Currency L/C Sublimit. The Loans may Administrative Agent may, at any time and from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors initial deposit of such Borrower authorizing cash collateral, request that additional cash collateral be provided in order to protect against the increase in the Commitments in an amount equal to or greater than the amount results of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Registerfurther exchange rate fluctuations.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
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Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) in Dollars to the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added (after giving effect to the use of proceeds thereof) to the sum of (i) such Lender▇▇▇▇▇▇’s Commitment Revolving Percentage of the sum of (x) the L/C Obligations then outstanding and (y) the aggregate principal amount of the Revolving Loans then outstanding and (ii) such ▇▇▇▇▇▇’s Swingline Exposure then outstanding, which does not exceed the amount of such Lender▇▇▇▇▇▇’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Term Benchmark Loans or ABR Loans, as determined by the Borrowers applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement2.13.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register[Reserved].
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in Each Borrower shall repay all of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the its outstanding Revolving Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective LendersMaturity Date.
(d) On Notwithstanding anything to the Termination Datecontrary contained herein, each Lender at its option may make any Loan to any Additional Borrower by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of such Additional Borrower to repay all such Loan in accordance with the terms of this 55 Agreement and shall not cause any Borrower or other Loan Party to incur as of the date of the exercise of such option any greater liability than it shall then outstanding Loans made by the Lenders to such Borrowerhave under Section 2.19 or Section 2.20(a).
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Revolving Commitments. Subject (A) If at any time (1) the Outstanding Amount of Dollar Revolving Obligations shall exceed the Aggregate Dollar Revolving Committed Amount, (2) the Outstanding Amount of Limited Currency Revolving Obligations shall exceed the Aggregate Limited Currency Revolving Committed Amount, (3) the Outstanding Amount of Multicurrency Revolving Obligations shall exceed the Aggregate Multicurrency Revolving Committed Amount, (4) the Outstanding Amount of all Limited Currency Revolving Obligations and Multicurrency Revolving Obligations denominated in an Alternative Currency shall exceed the Alternative Currency Sublimit, (5) the Outstanding Amount of all 2020-1 Incremental Revolving Obligations shall exceed the Aggregate 2020-1 Incremental Revolving Committed Amount, (6) the Outstanding Amount of Swingline Loans shall exceed the Swingline Sublimit and (7) the L/C Obligations shall exceed the L/C Sublimit or the L/C Committed Amount (in each case, other than solely as a result of changes in Spot Rates) immediate prepayment or cash collateralization of amounts owing in respect of outstanding B/As will be made on or in respect of the applicable Revolving Obligations in an amount equal to the terms difference; provided, however, that, except under the circumstances described in Section 2.03(a)(ii)(A)(5), 2.03(c), 2.03(d)(i), 2.03(g), 2.06(b)(i)(B), 2.16(d) or 9.02(c), L/C Obligations will not be Cash Collateralized hereunder until the Revolving Loans and conditions hereofSwingline Loans have been paid in full. If on any Revaluation Date and solely as a result of changes in Spot Rates, each Lender severally agrees to make Loans (i) the Outstanding Amount of Limited Currency Revolving Obligations shall exceed 105% of the Aggregate Limited Currency Revolving Committed Amount, (ii) the Outstanding Amount of Multicurrency Revolving Obligations shall exceed 105% of the Aggregate Multicurrency Revolving Committed Amount or (iii) the Outstanding Amount of all Limited Currency Revolving Obligations and Multicurrency Revolving Obligations denominated in an Alternative Currency shall exceed 105% of the Alternative Currency Sublimit, immediate prepayment or cash collateralization of amounts owing in respect of outstanding B/As will be made on or in respect of the applicable Revolving Obligations in an amount equal to the Borrowers from time to time during difference.
(B) If the Commitment Period in Administrative Agent or an aggregate principal amount L/C Issuer notifies the Parent Borrower at any one time outstanding, when added that the Outstanding Amount of all L/C Obligations (whether or not as a result of a change in Spot Rates) at such time exceeds an amount equal to such Lender’s Commitment Percentage 105% of the L/C Obligations Sublimit then outstandingin effect, which does not exceed the amount then, within two (2) Business Days after receipt of such Lender’s Commitment. During the Commitment Periodnotice, the Borrowers may use Parent Borrower shall Cash Collateralize the Commitments by borrowingL/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the L/C Sublimit. If the Administrative Agent or an L/C Issuer notifies the Parent Borrower at any time that the Outstanding Amount of all L/C Obligations denominated in an Alternative Currency at such time exceeds an amount equal to 105% of the Alternative Currency L/C Sublimit then in effect, prepaying then, within two (2) Business Days after receipt of such notice, the Loans Parent Borrower shall Cash Collateralize the L/C Obligations in whole or in part and reborrowing, all in accordance with an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the terms and conditions hereofAlternative Currency L/C Sublimit. The Loans may Administrative Agent may, at any time and from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors initial deposit of such Borrower authorizing cash collateral, request that additional cash collateral be provided in order to protect against the increase in the Commitments in an amount equal to or greater than the amount results of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Registerfurther exchange rate fluctuations.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
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Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans in Dollars (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender▇▇▇▇▇▇’s Commitment Percentage of the L/C Obligations Exposure then outstanding, which does not exceed the amount of such Lender▇▇▇▇▇▇’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Term Benchmark Revolving Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(ab) From time to time during the Commitment PeriodAt any time, upon written notice by the Borrower Representative and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative AgentAgent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $150,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 (or, if less, the remaining unutilized portion of such $150,000,000). No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower, the Administrative Agent and each Issuing Lender (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (ielects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Lender Supplement or New Lender Supplements(each, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each “New Lender Supplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a “New Lender thereunder Lender”) shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions which will be used to prepay such portions of the board Revolving Loans of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)other Lenders, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such so that, after giving effect thereto, the resulting Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by outstanding are allocated among the Lenders (including for such purposes the New Lendersin accordance with Section 2.11(a) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and based on the respective LendersRevolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(de) On the Termination Date, each The Borrower shall repay all then the outstanding Revolving Loans made by of each Lender on the Lenders Revolving Termination Date applicable to such BorrowerLender.
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Revolving Commitments. Subject Upon the prior written notice to the terms and conditions hereof, Administrative Agent (which notice the Administrative Agent shall promptly transmit to each Lender severally agrees to make Loans to the Borrowers from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding, when added to such Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment. During the Commitment PeriodRevolving Lenders), the Borrowers may use Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Revolving Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loansof any Class, as determined by the Borrowers and notified to the Administrative Agent Borrower, in accordance with Sections 2.2 and 2.6.whole or in part; provided that:
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one such termination or more existing reduction shall apply proportionately and permanently to reduce the Revolving Commitments of each of the Revolving Lenders may agree that of such existing Lender or Lenders shall increase Class, except that, notwithstanding the amount of their Commitment or Commitments by executing and delivering to foregoing, the Borrower Representative and the Administrative Agent a Commitment Increase Supplement may allocate any termination or Commitment Increase Supplementsreduction of Revolving Commitments among Classes of Revolving Commitments at its direction, as the case may be, and/or (ii) any one or more New Lenders may from time partial reduction pursuant to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (Bthis Section 2.06(a) shall have be in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established at least $1,000,000 or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount any whole multiple of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement1,000,000 in excess thereof, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to such termination or reduction and to any prepayments of Revolving Loans or cancellation or cash collateralization of Letters of Credit made on the new and/or increased date thereof in accordance with this Agreement, the aggregate Dollar Amount of the Revolving Lenders’ Revolving Exposure for such Class shall not exceed the Total Revolving Commitments becoming effective on for such dateClass, in the case of each of clauses (i) and (iiiv) above such thatif, after giving effect theretoto any reduction of the Revolving Commitments, the Loans (including LC Sublimit or the Types thereof and Interest Periods Swingline Sublimit with respect thereto) to the applicable Revolving Facility exceeds the amount of Total Revolving Commitments thereunder, such sublimit shall be held automatically reduced by the Lenders (including for amount of such purposes excess. Except as provided above, the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant amount of any such Revolving Commitment reduction shall not be applied to the preceding sentence shall be effected, to LC Sublimit or the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made Swingline Sublimit unless otherwise specified by the Lenders Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Revolving Commitments if such termination would have resulted from a refinancing of all of the applicable Revolving Facility, which refinancing is not consummated or is otherwise delayed. Unless previously terminated, all Revolving Commitments of a Class shall terminate on the Maturity Date applicable to such BorrowerClass.
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Revolving Commitments. Subject (i) During the Class A Revolving Commitment Period, subject to the terms and conditions hereof, each Class A Revolving Lender with a Class A Revolving Commitment severally agrees to make Loans revolving credit loans (“Class A Revolving Loans”) to the Borrowers Borrower from time to time during for the Commitment Period in an aggregate principal amount at any one time outstandingpurposes hereinafter set forth; provided, when added however, that (i) with regard to each Class A Revolving Lender individually, the sum of such Class A Revolving Lender’s share of outstanding Class A Revolving Loans plus such Class A Revolving Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does outstanding Swing Line Loans shall not exceed such Class A Revolving Lender’s Class A Revolving Committed Amount, (ii) with regard to the Class A Revolving Lenders collectively, the sum of the aggregate amount of outstanding Class A Revolving Loans plus the aggregate amount of all outstanding Swing Line Loans shall not exceed TWO HUNDRED TWENTY-FIVE MILLION DOLLARS ($225,000,000) (as such Lender’s Commitment. During the Commitment Period, the Borrowers aggregate maximum amount may use the Commitments by borrowing, prepaying the Loans in whole be increased or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may reduced from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers provided herein) and notified (iii) with regard to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during Lenders collectively, the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents sum of the Administrative Agent (which consent shall be in its sole discretion and aggregate amount of outstanding Revolving Loans plus the aggregate amount of all outstanding Swing Line Loans shall not exceed TWO HUNDRED NINETY-NINE MILLION DOLLARS ($299,000,000) (as such aggregate maximum amount may be unreasonably withheld increased or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may reduced from time to time during as provided herein, including, without limitation, the Commitment Period agree that such New Lender or New Lenders reduction thereof which shall establish a new Commitment or Commitments by executing and delivering to occur when the Borrower Representative Class B Revolving Loans have been fully repaid and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which Class B Revolving Committed Amount is a NAIC Approved Bank. From reduced to $0 and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental no further Class B Revolving Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplementexist).
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstandingoutstanding Swing Line Loans, which does not exceed the amount of such Lender’s CommitmentRevolving Commitment then in effect. During the Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. .
(b) The Revolving Loans shall be made in Dollars and may from time to time be Eurodollar (i) Eurocurrency Loans, (ii) ABR Loans or ABR Loans(iii) a combination thereof, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections subsections 2.2 and 2.6.
(a) From time to time during 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the Commitment Period, upon written notice by the Borrower Representative day that is one month prior to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the RegisterMaturity Date.
(c) Unless otherwise agreed Each Borrower agrees that, upon the request to by the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the Company form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (which agreement may include each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) a phase-in of be dated the applicable increase and/or Closing Date, (ii) if agreed be stated to by each Lender, Interest Periods having terms other than as set forth herein ), mature on each date upon which the Total Commitments shall be increased pursuant to this Section, to Maturity Date and (iii) provide for the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods accordance with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenderssubsection 4.1.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Sources: Revolving Credit Agreement (Great North Imports, LLC)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the L/C Obligations Exposure then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(ab) From time to time during the Commitment PeriodAt any time, upon written notice by the Borrower Representative and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative AgentAgent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $100,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased after the occurrence and during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower and the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (ielects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Lender Supplement (each, a “New LenderSupplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a “New Lender Supplements, as the case may be, provided that each New Lender shall (ALender”) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions which will be used to prepay such portions of the board Revolving Loans of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)other Lenders, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such so that, after giving effect thereto, the resulting Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by outstanding are allocated among the Lenders (including for such purposes the New Lendersin accordance with Section 2.11(a) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and based on the respective LendersRevolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(de) On the Termination Date, each The Borrower shall repay all then the outstanding Revolving Loans made by of each Lender on the Lenders Revolving Termination Date applicable to such BorrowerLender.
Appears in 1 contract
Sources: Credit Agreement (Xcel Energy Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans ("REVOLVING LOANS") to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment 's Revolving Percentage of the sum of (i) the L/C Obligations then outstandingoutstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding (except to the extent that such Revolving Loans are to be applied to repay outstanding Swingline Loans), which does not exceed the amount of such Lender’s 's Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.62.9.
(ab) From time to time during the Commitment Period, upon written notice by the The Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders (including New Lenders) may from time to time agree that such existing Lender or Lenders shall make, obtain or increase the amount of their Commitment or such Lenders' Revolving Commitments by executing and delivering to the Borrower Representative Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and (ii) the applicable Increased Facility Closing Date, PROVIDED, that (A) no Default or Event of Default (and, if any Senior Subordinated Loans are outstanding, no default or event of default under the Senior Subordinated Credit Agreement) shall exist at the time of or after giving effect to such increase and (B) if this Agreement is being amended in connection therewith, upon the reasonable request of the Administrative Agent, the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver received legal opinions reasonably satisfactory to the Administrative Agent an administrative questionnaireAgent. Notwithstanding anything contained in this paragraph to the contraryforegoing, without the consent of the Supermajority Lenders, (x) the Required Lenders, the aggregate amount of incremental Revolving Commitments established or increased after the Closing Date obtained pursuant to this paragraph shall not exceed $100,000,000 40,000,000 and the Total Revolving Commitments shall at no time exceed $120,000,000, and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of at least $10,000,00020,000,000. Any incremental Revolving Commitments shall be governed by this Agreement and the other Loan Documents. No existing Lender shall have any obligation under to participate in any increase described in this Agreement paragraph unless it agrees to enter into a Commitment Increase Supplement.
(b) Upon do so in its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Registersole discretion.
(c) Unless otherwise agreed to by Any additional bank, financial institution or other entity that, with the consent of the Borrower and the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein consent shall not be unreasonably withheld), on each date upon which elects to become a "Lender" under this Agreement in connection with any transaction described in Section 2.1(b) shall execute a New Lender Supplement (each, a "NEW LENDER SUPPLEMENT"), substantially in the Total Commitments form of Exhibit H-1, whereupon such bank, financial institution or other entity (a "NEW LENDER") shall become a Lender for all purposes and shall be increased pursuant to this Section, bound by and entitled to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment benefits of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lendersthis Agreement.
(d) On the Termination each Increased Facility Closing Date, the Borrower shall borrow Revolving Loans under the increased Revolving Commitments from each Lender participating in the relevant increase (i) if ABR Loans are outstanding on the relevant Increased Facility Closing Date, in an amount of ABR Loans that will result in each such participating Lender having ABR Loans outstanding in a principal amount equal to its Revolving Percentage of the aggregate outstanding principal amount of ABR Loans and (ii) if Eurodollar Loans are outstanding on the relevant Increased Facility Closing Date, in an amount of Eurodollar Loans on such date (if a Eurodollar Tranche is being continued for another Interest Period on such date) and/or such later date on which a Eurodollar Tranche outstanding on the Increased Facility Closing Date is continued for another Interest Period that will result, in each case, in each such participating Lender having Eurodollar Loans made by it included in such extended Eurodollar Tranche in a principal amount equal to its Revolving Percentage of the aggregate outstanding principal amount of Eurodollar Loans included in such Eurodollar Tranche.
(e) The Borrower shall repay all then outstanding Revolving Loans made by on the Lenders to such BorrowerTermination Date.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender (acting through any of its branches or affiliates) severally agrees to make Loans revolving credit loans (“Revolving Loans”) in Dollars or in one or more Foreign Currencies (such Revolving Loans, “Foreign Currency Loans”) to the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added (after giving effect to the use of proceeds thereof) to the sum of (i) such Lender’s Commitment Revolving Percentage of the sum of (x) the L/C Obligations then outstanding and (y) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding, which (ii) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Lender▇▇▇▇▇▇’s CommitmentRevolving Commitment and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. During the Revolving Commitment Period, Period the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Eurocurrency Loans or (other than in the case of Foreign Currency Loans) ABR Loans or Term Benchmark Loans, as determined by the Borrowers applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.62.13.
(ab) From time to time during the Commitment Period, upon written notice by the Borrower Representative Subject to the Administrative Agentterms and conditions hereof, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing each Revolving Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering agrees to make Foreign Currency Loans to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may Borrowers from time to time during the Revolving Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, Period; provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on requested Foreign Currency Loan, the Dollar Equivalent of the sum of the aggregate principal amount of Foreign Currency Loans and any L/C Exposure denominated in any L/C Foreign Currency outstanding at such datetime does not exceed the Foreign Currency Sublimit, (ii) after giving effect to the requested Foreign Currency Loan (and the use of proceeds thereof), the sum of (x) such Lender’s Revolving Percentage of the sum of (1) the L/C Obligations then outstanding (including the Dollar Equivalent of any L/C obligations denominated in the case of each of clauses (iany L/C Foreign Currency) and (ii2) above such that, after giving effect thereto, the aggregate principal amount of the Revolving Loans (including the Types thereof Dollar Equivalent of Foreign Currency Loans) then outstanding and Interest Periods with respect thereto(y) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Lender’s Revolving Commitment and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. The Foreign Currency Loans shall be held by Eurocurrency Loans.
(c) Each Borrower shall repay all of its outstanding Revolving Loans, including Foreign Currency Loans, on the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective LendersInitial Maturity Date.
(d) On Notwithstanding anything to the Termination Datecontrary contained herein, each Lender at its option may make any Loan to any Additional Borrower by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of such Additional Borrower to repay all such Loan in accordance with the terms of this Agreement and shall not cause any Borrower or other Loan Party to incur as of the date of the exercise of such option any greater liability than it shall then outstanding Loans made by the Lenders to such Borrowerhave under Section 2.19 or Section 2.20(a).
Appears in 1 contract
Sources: Credit Agreement (Tempur Sealy International, Inc.)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the L/C Obligations then outstanding, which outstanding does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.62.10.
(ab) From time to time during the Commitment Period, upon written notice by the The Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during elect to increase the Commitment Period agree that Revolving Commitments in a minimum amount of $5,000,000 so long as, after giving effect thereto, the aggregate amount of the Revolving Commitments does not exceed $175,000,000. The Borrower may arrange for any such New increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or New Lenders shall establish a by one or more new Commitment banks, financial institutions or Commitments by executing and delivering other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to the Borrower Representative and the Administrative Agent a New Lender Supplement increase their existing Revolving Commitments, or New Lender Supplementsextend Revolving Commitments, as the case may be, provided that (i) each New Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. Increases and new Revolving Commitments created pursuant to this clause shall become effective on the date agreed by the Borrower, the Administrative Agent (Asuch approval by the Administrative Agent not to be unreasonably withheld) and the relevant Increasing Lenders or Augmenting Lenders and the Administrative Agent shall notify each Revolving Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment of any Lender), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 5.2 shall be a NAIC Approved Bank satisfied or (B) waived by the Required Lenders and the Administrative Agent shall have in received a certificate to that effect dated such date and executed by a Limited Fronting Lender Agreement Responsible Officer of the Borrower and (ii) the Administrative Agent shall have received documents consistent with a Lender which is a NAIC Approved Bankthose delivered on the Effective Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. From and after On the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment of any increase in the amount set forth in such New Revolving Commitments, (i) each relevant Increasing Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Augmenting Lender shall deliver make available to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained such amounts in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, immediately available funds as the Administrative Agent shall accept such Commitment Increase or New Lender Supplementdetermine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the case may beuse of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving Loans, and record (ii) the information contained therein Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the RegisterRevolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.5). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.18 if the deemed payment occurs other than on the last day of the related Interest Periods.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each The Borrower shall repay all then outstanding Revolving Loans made by on the Lenders to such BorrowerRevolving Termination Date.
Appears in 1 contract
Sources: Credit Agreement (Gartner Inc)
Revolving Commitments. (i) Subject to the terms and conditions hereof, each Lender holding a Tranche B-1 Revolving Commitment severally agrees to make Loans revolving credit loans (together, the “Tranche B-1 Revolving Loans”) to the Borrowers (on a joint and several basis as between the Borrowers) from time to time in Dollars or, at the request of the Parent Borrower, in any Designated Foreign Currency during the Tranche B-1 Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding the Dollar Equivalent of which, when added to such Lender’s Revolving Commitment Percentage of the sum of the Dollar Equivalent of the then outstanding L/C Obligations and the then outstandingoutstanding Swing Line Loans, which does not exceed the amount of such Lender’s CommitmentRevolving Commitment then in effect (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Loans in any Designated Foreign Currency and, to the extent applicable, the then outstanding L/C Obligations in respect of any Letters of Credit denominated in any Designated Foreign Currency on the date on which the Parent Borrower has given the Administrative Agent a notice of borrowing with respect to any Revolving Loan for purposes of determining compliance with this Section 2.1(b)). During the Tranche B-1 Revolving Commitment Period, the Borrowers may use the Tranche B-1 Revolving Commitments by borrowing, prepaying the Tranche B-1 Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(aii) From time to time during Except as hereinafter provided, Revolving Loans shall, at the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents option of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed)Parent Borrower, (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each Revolving Loans denominated in Dollars, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, (y) in the case of clauses (i) Revolving Loans denominated in Canadian Dollars, be incurred and maintained as, and/or converted into, Canadian Prime Rate Loans or BA Equivalent Loans and (iiz) above such thatin the case of Revolving Loans denominated in any Designated Foreign Currency (other than Canadian Dollars), after giving effect thereto, the Loans (including the Types thereof be incurred and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lendersmaintained as Eurocurrency Loans.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender (acting through any of its branches or affiliates) severally agrees to make Loans revolving credit loans (“Revolving Loans”) in Dollars or in one or more Foreign Currencies (such Revolving Loans, “Foreign Currency Loans”) to the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added (after giving effect to the use of proceeds thereof) to the sum of (i) such Lender’s Commitment Revolving Percentage of the L/sum of (x) the L/ C Obligations then outstanding and (y) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding, which (ii) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Lender’s CommitmentRevolving Commitment and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. During the Revolving Commitment Period, Period the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Eurocurrency Loans or (other than in the case of Foreign Currency Loans) ABR Loans, as determined by the Borrowers applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.62.13.
(ab) From time to time during the Commitment Period, upon written notice by the Borrower Representative Subject to the Administrative Agentterms and conditions hereof, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing each Revolving Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering agrees to make Foreign Currency Loans to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may Borrowers from time to time during the Revolving Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, Period; provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on requested Foreign Currency Loan, the Dollar Equivalent of the sum of the aggregate principal amount of Foreign Currency Loans and any L/C Exposure denominated in any L/C Foreign Currency outstanding at such datetime does not exceed the Foreign Currency Sublimit, (ii) after giving effect to the requested Foreign Currency Loan (and the use of proceeds thereof), the sum of (x) such Lender’s Revolving Percentage of the sum of (1) the L/C Obligations then outstanding (including the Dollar Equivalent of any L/C obligations denominated in the case of each of clauses (iany L/C Foreign Currency) and (ii2) above such that, after giving effect thereto, the aggregate principal amount of the Revolving Loans (including the Types thereof Dollar Equivalent of Foreign Currency Loans) then outstanding and Interest Periods with respect thereto(y) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Lender’s Revolving Commitment and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. The Foreign Currency Loans shall be held by Eurocurrency Loans.
(c) Each Borrower shall repay all of its outstanding Revolving Loans, including Foreign Currency Loans, on the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective LendersInitial Maturity Date.
(d) On Notwithstanding anything to the Termination Datecontrary contained herein, each Lender at its option may make any Loan to any Additional Borrower by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of such Additional Borrower to repay all such Loan in accordance with the terms of this Agreement and shall not cause any Borrower or other Loan Party to incur as of the date of the exercise of such option any greater liability than it shall then outstanding Loans made by the Lenders to such Borrowerhave under Section 2.19 or Section 2.20(a).
Appears in 1 contract
Sources: Credit Agreement (Tempur Sealy International, Inc.)
Revolving Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make Loans to the Borrowers from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding, when added to such Lender▇▇▇▇▇▇’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender▇▇▇▇▇▇’s Commitment. During the Commitment Period, the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Revolving Commitments. (i) Subject to the terms and conditions hereof, each Lender holding a Tranche B-1 Revolving Commitment severally agrees to make Loans revolving credit loans (together, the “Tranche B-1 Revolving Loans”) to the Borrowers (on a joint and several basis as between the Borrowers) from time to time in Dollars or, at the request of the Parent Borrower, in any Designated Foreign Currency during the Tranche B-1 Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding the Dollar Equivalent of which, when added to such Lender’s Revolving Commitment Percentage of the sum of the Dollar Equivalent of the then outstanding L/C Obligations and the then outstandingoutstanding Swing Line Loans, which does not exceed the amount of such Lender▇▇▇▇▇▇’s CommitmentRevolving Commitment then in effect (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Loans in any Designated Foreign Currency and, to the extent applicable, the then outstanding L/C Obligations in respect of any Letters of Credit denominated in any Designated Foreign Currency on the date on which the Parent Borrower has given the Administrative Agent a notice of borrowing with respect to any Revolving Loan for purposes of determining compliance with this Section 2.1(b)). During the Tranche B-1 Revolving Commitment Period, the Borrowers may use the Tranche B-1 Revolving Commitments by borrowing, prepaying the Tranche B-1 Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(aii) From time to time during Except as hereinafter provided, Revolving Loans shall, at the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents option of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed)Parent Borrower, (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each Revolving Loans denominated in Dollars, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, (y) in the case of clauses (i) Revolving Loans denominated in Canadian Dollars, be incurred and maintained as, and/or converted into, Canadian Prime Rate Loans or BA Equivalent Loans and (iiz) above such thatin the case of Revolving Loans denominated in any Designated Foreign Currency (other than Canadian Dollars), after giving effect thereto, the Loans (including the Types thereof be incurred and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lendersmaintained as Eurocurrency Loans.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Sources: Credit Agreement
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans in Dollars (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Percentage of the L/C Obligations Exposure then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(ab) From time to time during the Commitment PeriodAt any time, upon written notice by the Borrower Representative and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative AgentAgent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $50,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $15,000,000 (or, if less, the remaining unutilized portion of such $50,000,000). No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower, the Administrative Agent and each Issuing Lender (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (ielects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Lender Supplement or New Lender Supplements(each, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each “New Lender Supplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a “New Lender thereunder Lender”) shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions which will be used to prepay such portions of the board Revolving Loans of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)other Lenders, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such so that, after giving effect thereto, the resulting Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by outstanding are allocated among the Lenders (including for such purposes the New Lendersin accordance with Section 2.11(a) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and based on the respective LendersRevolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(de) On the Termination Date, each The Borrower shall repay all then the outstanding Revolving Loans made by of each Lender on the Lenders Revolving Termination Date applicable to such BorrowerLender.
Appears in 1 contract
Revolving Commitments. Subject (1) During the 2024 Non-Extended Revolving Commitment Period, subject to the terms and conditions hereof, each 2024 Non-Extending Revolving Lender severally agrees to make 2024 Non-Extended Revolving Loans to the Borrowers from time to time during the Commitment Period Foreign Borrower in an aggregate principal amount at up to but not exceeding such ▇▇▇▇▇▇’s 2024 Non-Extended Revolving Commitment; provided, that after giving effect to the making of any one time outstanding, when added to such Lender’s Commitment Percentage 2024 Non-Extended Revolving Loans in no event shall the Total Utilization of the L/C Obligations then outstanding, which does not 2024 Non-Extended Revolving Commitments exceed the amount of such Lender’s Commitment. During Revolving2024 Non-Extended Revolving Commitments then in effect and (2) during the 2024 Extended Revolving Commitment Period, subject to the Borrowers may use terms and conditions hereof, each 2024 Extending Revolving Lender severally agrees to make 2024 Extended Revolving Loans to the Commitments by borrowingForeign Borrower in an aggregate amount up to but not exceeding such ▇▇▇▇▇▇’s 2024 Extended Revolving Commitment; provided, prepaying that after giving effect to the making of any 2024 Extended Revolving Loans in whole no event shall the Total Utilization of 2024 Extended Revolving Commitments exceed the 2024 Extended Revolving Commitments then in effect. Loans in respect of the Revolving Commitments may be drawn in any Approved Currency, as specified in the Borrowing Notice. Amounts borrowed pursuant to this Section 2.02(a) may be repaid and reborrowed during the applicable Revolving Commitment Period. Each Lender may, at its option, make any Revolving Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Revolving Loan; provided, that (i) with respect to a Lender under the Revolving Loan that is an Irish Qualifying Lender, such branch or Affiliate qualifies as an Irish Qualifying Lender and (ii) any exercise of such option shall not affect in part and reborrowing, all any manner the obligation of the Foreign Borrower to repay such Revolving Loan in accordance with the terms of this Agreement. Each 2024 Non-Extending Lender’s 2024 Non-Extended Revolving Commitments shall expire on the 2024 Non-Extended Revolving Commitment Termination Date, and conditions hereof. The all 2024 Non-Extended Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified all other amounts owed hereunder with respect to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) 2024 Non-Extended Revolving Loans and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase2024 Non-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Extended Revolving Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) paid in full no later than such date. Each 2024 Extending Lender’s 2024 Extended Revolving Commitments shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest expire on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the 2024 Extended Revolving Commitment Termination Date, each and all 2024 Extended Revolving Loans and all other amounts owed hereunder with respect to the 2024 Extended Revolving Loans and the 2024 Extended Revolving Commitments shall be paid in full no later than such date. Subject to the terms of this Agreement and the Ancillary Documents, an Ancillary Lender may make available an Ancillary Facility to the Foreign Borrower shall repay in place of all then outstanding Loans made by the Lenders to such Borroweror part of its Revolving Commitments.
Appears in 1 contract
Revolving Commitments. Subject to the terms and conditions hereofset forth herein, (a) each Facility A Lender severally agrees to make Revolving Loans to (the Borrowers “Facility A Revolving Loans”) from time to time during the Commitment Availability Period in an aggregate principal amount at any one time outstanding, when added to such Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment. During the Commitment Period, the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent US Borrowers in accordance with Sections 2.2 Dollars and 2.6.
(ab) From time each Facility B Lender agrees to time during make Revolving Loans (the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed“Facility B Revolving Loans”) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Availability Period agree that to the Canadian Borrowers in Dollars, if, in each case after giving effect thereto:
(i) the Facility A Credit Exposure or Facility B Credit Exposure of any Lender would not exceed such New Lender or New Lenders shall establish a new ▇▇▇▇▇▇’s Facility A Commitment or Commitments by executing and delivering to Facility B Commitment, respectively;
(ii) the Borrower Representative and total Revolving Credit Exposure would not exceed the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent lesser of (x) the Required Lenders, the aggregate amount of incremental the Revolving Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in Aggregate Borrowing Base;
(iii) the Total Commitments effected pursuant to this paragraph shall be in a minimum total Facility A Credit Exposure would not exceed the lesser of (x) the aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.the Facility A Commitments and (y) the Aggregate Facility A Borrowing Base; and
(biv) Upon its receipt the total Facility B Credit Exposure would not exceed the lesser of (ix) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions aggregate amount of the board of directors of such Borrower authorizing the increase in the Facility B Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iiiy) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as Aggregate Borrowing Base minus the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such dateFacility A Credit Exposure; subject, in the case of each of clauses clause (iii), (iii) and (iiiv) above such thatabove, after giving effect theretoto the Administrative Agent’s authority, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according in its sole discretion, to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing make Protective Advances pursuant to the preceding sentence shall be effected, terms of Section 2.04. Within the foregoing limits and subject to the maximum extent practicable, through the netting of amounts payable between the Borrowers terms and the respective Lenders.
(d) On the Termination Dateconditions set forth herein, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrowermay borrow, prepay and reborrow its Revolving Loans.
Appears in 1 contract
Sources: Second Amendment (ODP Corp)
Revolving Commitments. From the Third RestatementSecond Amendment Effective Date to the Revolving Facility Termination Date, (a) each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Revolving Loans to the Company from time to time, (b) each BSub Lender with respect to a Borrowing Subsidiary severally agrees, on the terms and conditions set forth in this Agreement, to make Multicurrency Revolving Loans to such Borrowing Subsidiary (and each other Lender severally agrees that it will purchase a participation in each such Revolving Loan if required pursuant to Section 2.25) and (c) each Issuer agrees tothat it may, in its sole discretion, issue Letters of Credit denominated in Agreed Currencies for the account of any Borrower from time to time (and each Revolving Lender severally agrees to participate in each such Letter of Credit as more fully set forth in Section 2.18); provided that (i) the Aggregate Outstanding Revolving Credit Exposure shall not at any time exceed the Aggregate Revolving Commitment, (ii) the Outstanding Revolving Credit Exposure of any Lender shall not at any time exceed such Lender’s Revolving Commitment and (iii) the aggregate Dollar Amount of all outstanding Multicurrency Revolving Loans, LC Exposure not denominated in Dollars and Swingline Exposure not denominated in Dollars shall not at any time exceed $100,000,000. Subject to the terms and conditions hereof, each Lender severally agrees to make Loans to the Borrowers from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding, when added to such Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment. During the Commitment Periodthis Agreement, the Borrowers may use borrow, repay and reborrow at any time prior to the Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereofRevolving Facility Termination Date. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Revolving Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest expire on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Revolving Facility Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Sources: Credit Agreement (Bemis Co Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) to the Borrowers Borrower in Dollars from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the L/C Obligations then outstanding, which outstanding does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.62.10.
(ab) From time to time during the Commitment Period, upon written notice by the The Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during elect to increase the Revolving Commitments (a “Revolving Commitment Period agree Increase”) in a minimum amount of $5,000,000 or such lower amount if such amount represents all remaining availability under the limit set in this Section 2.4(b) so long as, after giving effect thereto, the aggregate amount of the Incremental Extensions of Credit and Revolving Commitment Increases does not exceed (i) $750,000,000 plus (ii) in the event the Term Loan B Facility is incurred as an Incremental Term Loan, $1,375,000,0001,400,000,000 plus (iii) an additional unlimited amount, provided, that in the case of this clause (iii), (A) at the time of incurrence (or the making of commitments if not drawn in full when committed) on a Pro Forma Basis (assuming that any such New Revolving Commitment Increase is drawn in full and excluding the cash proceeds of such Revolving Commitment Increase), the Consolidated Secured Leverage Ratio does not exceed 3.50 to 1.00 as of the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1(a) or 6.1(b) and (B) committed but undrawn amounts for which the requirements in clause (A) are met when committed shall subsequently be available to be drawn without a need to meet such requirements. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Revolving Lender”), or New Lenders shall establish a by one or more new Commitment banks, financial institutions or Commitments by executing and delivering other entities (each such new bank, financial institution or other entity, an “Augmenting Revolving Lender”), to the Borrower Representative and the Administrative Agent a New Lender Supplement increase their existing Revolving Commitments, or New Lender Supplementsextend Revolving Commitments, as the case may be, provided that (i) each New Lender Augmenting Revolving Lender, shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and subject to the same extent as if originally a party hereto. Each New Lender shall deliver to approval of the Borrower and the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph (such approval by the Administrative Agent not to the contrary, without the consent of be unreasonably withheld) and (ii) (x) in the Required Lenderscase of an Increasing Revolving Lender, the aggregate amount Borrower and such Increasing Revolving Lender execute an agreement substantially in the form of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 Exhibit G hereto, and (y) in the case of an Augmenting Revolving Lender, the Borrower and such Augmenting Revolving Lender execute an agreement substantially in the form of Exhibit H hereto. Increases and new Revolving Commitments created pursuant to this clause shall become effective on the date agreed by the Borrower, the Administrative AgentAgent (such approval by the Administrative Agent not to be unreasonably withheld) and the relevant Increasing Revolving Lenders or Augmenting Revolving Lenders and the Administrative Agent shall notify each Revolving Lender thereof. Notwithstanding the foregoing, each no increase in the Total Revolving Commitments effected pursuant to (or in the Revolving Commitment of any Lender), shall become effective under this paragraph shall be unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
paragraphs (a) and (b) Upon its receipt of (i) Section 5.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a duly certificate to that effect dated such date and executed Commitment Increase Supplement or by a New Lender SupplementResponsible Officer of the Borrower, (ii) a certificate of each after giving effect to such Revolving Commitment Increase, subject to Section 1.2(e), the Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase shall be in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)compliance with Section 7.1, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept have received documents consistent with those delivered on the Initial Closing Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such Commitment Increase or New Lender Supplement, as increase. On the case may be, and record the information contained therein effective date of any increase in the Register.
Revolving Commitments, (ci) Unless otherwise agreed each relevant Increasing Revolving Lender and Augmenting Revolving Lender shall make available to by the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the Company (which agreement may include (i) a phase-in use of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Revolving Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant Revolving Lenders to Section 2.14 in connection therewithequal its Revolving Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the extent they determine to do so, reborrow such Loans from the Lenders (including date of any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, increase in the case Revolving Commitments (with such reborrowing to consist of each the Types of clauses (i) and Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.5). The deemed payments made pursuant to clause (ii) above such that, after giving effect thereto, of the Loans (including the Types thereof and Interest Periods with immediately preceding sentence in respect thereto) of each Eurodollar Loan shall be held subject to indemnification by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing Borrower pursuant to the preceding sentence shall provisions of Section 2.18 if the deemed payment occurs other than on the last day of the related Interest Periods. For the avoidance of doubt, no existing Lender will be effected, required to the maximum extent practicable, through the netting of amounts payable between the Borrowers provide any Revolving Commitment Increase and the respective Lenders.
(d) On the Termination Date, each Borrower shall repay all have no or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then outstanding Loans made by the Lenders to such Borrowerin effect.
Appears in 1 contract
Sources: Credit Agreement (Gartner Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans in Dollars (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Percentage other Revolving Extensions of the L/C Obligations Credit then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment; provided that after giving effect to the making and the use of proceeds thereof, the aggregate Revolving Extensions of Credit shall not exceed the Availability then in effect. During the Revolving Commitment Period, the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, solely in the case of Revolving Loans denominated in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13.
(b) Subject to the terms and conditions hereof, each Local Fronting Lender severally agrees to make loans (and, to the extent provided in Section 2.31, to create Acceptances) under the aggregate Revolving Commitments, in Dollars or in the Permitted Foreign Currency set forth on Schedule 2.4(b), to the Borrower or to the Local Borrowing Subsidiary for such Permitted Foreign Currency from time to time during the Revolving Commitment Period (individually, a “Local Loan”, and collectively, the “Local Loans”); provided, however, that, after giving effect to the making and the use of proceeds thereof, (i) the aggregate amount of the Local Outstandings of such Local Fronting Lender shall not exceed the amount equal to its Currency Sublimit then in effect and (ii) the aggregate Revolving Extensions of Credit shall not exceed the Availability then in effect. The Local Loans made by each Local Fronting Lender generally shall be made by such Local Fronting Lender from a lending office which is located within the jurisdiction of its respective Permitted Foreign Currency; provided, however, that, in the event that the Company or the relevant Local Borrowing Subsidiary so requests and the relevant Local Fronting Lender (in its sole discretion) so agrees, any Local Loans to be made by such Local Fronting Lender may be made from a lending office of such Local Fronting Lender which is not located in the jurisdiction of its Permitted Foreign Currency. During the Revolving Commitment Period, the Local Borrowers may use the aggregate Revolving Commitments by borrowing Local Loans and Acceptances, repaying the Local Loans and Acceptances in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed Notwithstanding anything to by the Administrative Agent and the Company (which agreement may include contrary contained in this Agreement or any other Loan Document, (i) a phase-in no Local Borrowing Subsidiary organized under the laws of any jurisdiction outside the applicable increase and/or (ii) if agreed United States shall pay or be obligated under any Loan Document to pay any amounts, including any amounts owing by each Lender, Interest Periods having terms or on account of any other than as set forth herein ), on each date upon which the Total Commitments shall be increased Loan Party pursuant to this SectionAgreement or any other Loan Document or in respect of any other Secured Obligations, to other than the extent necessary to rebalance Obligations arising from the outstanding Local Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, such Local Borrowing Subsidiary and (ii) to no assets of any Local Borrowing Subsidiary organized outside of the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) United States shall be held by used to pay or secure obligations of the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effectedCompany, to the maximum extent practicable, through the netting any other Loan Party or any other Local Borrowing Subsidiary under any Loan Document or in respect of amounts payable between the Borrowers and the respective Lendersany other Secured Obligations.
(d) On the Termination Date, each The Borrower shall repay all then outstanding Revolving Loans, Local Loans made by and Swingline Loans on the Lenders Revolving Termination Date with respect to such Borrowerthe applicable Tranche of Revolving Loans or commitments.
Appears in 1 contract
Sources: Asset Based Revolving Credit Agreement (Revlon Inc /De/)
Revolving Commitments. Subject to Each Revolving Lender severally and not jointly agrees, during the Availability Period, (1) on the terms and conditions hereof, each Lender severally agrees hereinafter set forth to make Loans Revolving Advances denominated in Dollars or Alternative Currencies to the Borrowers any Borrower from time to time during and (2) in the Commitment Period in event that any Revolving Lender (other than an aggregate principal amount at any one time outstanding, when added to such Initial Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment. During the Commitment Period, the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender Non-Funding Lender, to make Supplemental Advances (each, collectively with any supplemental advances made pursuant to Section 2.01(b) below, a Commitment “Supplemental Advance”) denominated in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent Dollars or Alternative Currencies, as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contraryapplicable, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after on the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal deemed to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered be requested by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Borrower under Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date2.05, in the case of each of clauses (i1) and (ii) above such that2), in an aggregate amount that would not result (after giving effect theretoto any application of proceeds from such Advances pursuant to Section 2.03(a)) in (i) the Dollar Equivalent of such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment, (ii) the Loans Dollar Equivalent of the Aggregate Revolving Credit Exposure exceeding the Aggregate Revolving Commitments and (including iii) the Types thereof and Interest Periods with respect thereto) Dollar Equivalent of the Aggregate Revolving Credit Exposure denominated in Alternative Currencies exceeding the Alternative Currency Sublimit. Additionally, prior to the Closing Date, no extensions of credit may be made under the Closing Date Revolver Portion. Each Borrowing shall be held in an aggregate amount equal to the Applicable Minimum Amount and shall consist of Advances of the same Type and currency made on the same day by the Lenders (including for such purposes the New Lenders) pro rata ratably according to their respective Aggregate Exposure PercentagesCommitments. Any prepayment and reborrowing pursuant to Within the preceding sentence shall be effected, to the maximum extent practicable, through the netting limits of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Dateeach Lender’s Commitment, each Borrower may borrow under this Section 2.01(a), prepay Advances pursuant to Section 2.12 and reborrow under this Section 2.01(a). Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Revolving Lender shall repay all then outstanding Loans made by make any Revolving Advance to New HoldCo prior to the Lenders to such BorrowerClosing Date.
Appears in 1 contract
Sources: Credit Agreement (Steris Corp)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans to the Borrowers Borrower from time to time during the Revolving Commitment Period Period, revolving credit loans (“Revolving Loans”), in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying and reborrowing the Revolving Loans in whole or in part and reborrowingpart, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Base Rate Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 3.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents 4.3. Not more than $50,000,000 of the Administrative Agent (which consent Revolving Loans and Swingline Loans shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after made on the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementDate.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender SupplementAll Revolving Loans shall be denominated in Dollars; provided, (ii) a certificate of each however, the Borrower attaching the resolutions of the board of directors of such may elect, by notice from Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent in accordance with the procedures set forth in Section 3.2 below, to borrow Revolving Loans in one or more Alternate Currencies up to $35,000,000 at any time outstanding; provided, further, that for the period from the Closing Date until the Administrative Agent so advises to the contrary, no Loans shall accept such Commitment Increase or New Lender Supplement, as the case may be, be requested and record the information contained therein provided in the Register.Mexican Pesos;
(c) Unless otherwise agreed The Borrower agrees to by the Administrative Agent and the Company repay all outstanding Revolving Loans in Dollars (which agreement may include (iwith respect to Dollar Loans) a phase-or in of the applicable increase and/or Alternate Currency (ii) if agreed with respect to by each Lender, Interest Periods having terms other than as set forth herein Alternate Currency Loans), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including in any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest case on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Revolving Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, which does not exceed on any date the amount lesser of (A) such Lender’s CommitmentRevolving Commitment and (B) such Lender’s Revolving Percentage of (x) if the Parent Guarantee is executed and delivered to the Administrative Agent on or prior to January 14, 2009 (1) until such execution and delivery, $50,000,000 and (2) thereafter, the Total Revolving Commitment and (y) if the Parent Guarantee is not executed and delivered to the Administrative Agent on or prior to January 14, 2009, at all times $50,000,000 (the amount applicable at any time pursuant to the foregoing clause (x) or (y), as the same may be adjusted pursuant to Section 2.21, the “Maximum Outstanding Amount” at such time). References in the immediately preceding sentence to $50,000,000 shall not be affected by any Revolving Commitment Increase Amount (except to the extent such Revolving Commitment Increase Amount results in the Maximum Outstanding Amount being reinstated to up to $50,000,000 following the termination of any Lender’s Revolving Commitment pursuant to Section 2.21). During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement2.9.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each The Borrower shall repay all then outstanding Revolving Loans made by on the Lenders to such BorrowerRevolving Termination Date.
Appears in 1 contract
Sources: Credit Agreement (Loral Space & Communications Inc.)
Revolving Commitments. Subject The Borrower shall have the right, exercisable up to four (4) times, to request increases in the terms and conditions hereof, each Lender severally agrees to make Loans to the Borrowers from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding, when added to such Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment. During the Commitment Period, the Borrowers may use the Revolving Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon providing written notice by the Borrower Representative to the Administrative Agent, with which notice shall be irrevocable once given; provided that after giving effect to any and all such increases the prior written consents aggregate amount of the Administrative Agent (which consent shall be in its sole discretion and Revolving Commitments shall not exceed One Billion Two Hundred Million Dollars ($1,200,000,000). Each such increase in the Revolving Commitments must be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the an aggregate minimum amount of their Commitment $25,000,000 (or Commitments by executing and delivering to such lesser amount as the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (iiagree in writing) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have integral multiples of $5,000,000 in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bankexcess thereof. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the The Administrative Agent, each increase in consultation with the Total Commitments effected pursuant to this paragraph Borrower, shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions manage all aspects of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount syndication of such increase in the Revolving Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Revolving Commitments effected thereby among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such increased Revolving Commitments; provided, that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee subject to and in accordance with the provisions of Section 13.5(b). If a new Revolving Lender becomes a party to this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Commitment Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.2(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (w) no Default or Event of Default shall exist on the effective date of such increase, (x) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent resolutions authorizing that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, (y) payment of any and all Fees required in connection with such increased amount have previously been delivered by such Borrower)Revolving Commitments, and (iiiz) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such Commitment Increase increase and (B) all partnership or New Lender Supplement, as other necessary action taken by each Guarantor authorizing the case may beguaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and record the information contained therein in the Register.
(c) Unless otherwise agreed addressed to by the Administrative Agent and the Company Lenders covering such matters as reasonably requested by the Administrative Agent; and (which agreement may include (iiii) to the extent requested by the applicable Lender, a phase-new Revolving Note executed by the Borrower, payable to such new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which in the Total aggregate amount of the Revolving Commitments. In connection with any increase in the aggregate amount of the Revolving Commitments shall be increased pursuant to this SectionSection 2.15(a), to any Revolving Lender becoming a party hereto shall (1) execute such documents and agreements as the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, Administrative Agent may reasonably request and (ii2) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each any Lender that is organized under the laws of clauses (i) a jurisdiction outside of the United States of America, provide to the Administrative Agent its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and (ii) above such thatanti-money laundering rules and regulations, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective LendersPatriot Act.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Spirit Realty, L.P.)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.62.10.
(ab) From time to time during The Borrower shall repay all outstanding Revolving Loans on the Commitment Period, upon written notice by the Revolving Termination Date.
(c) The Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during on up to two occasions elect to increase the Commitment Period agree that Revolving Commitments in a minimum amount of $25,000,000 (or such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to lesser amount as the Borrower Representative difference between $50,000,000 and the Administrative Agent a New amount of any previous increase of the Revolving Commitments hereunder) so long as, after giving effect thereto, the Total Revolving Commitments do not exceed $225,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender Supplement so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or New Lender Supplementsby one or more banks, financial institutions or other entities (each such bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or extend Revolving Commitments, as the case may be, provided that (i) each New Lender Augmenting Lender, shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after subject to the effective date specified in each New Lender Supplement, approval of the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement Borrower and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver be reasonably acceptable to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contraryAgent, without the consent of (ii) (x) in the Required Lenderscase of an Increasing Lender, the aggregate amount Borrower and such Increasing Lender execute an agreement substantially in the form of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 Exhibit H hereto, and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in a minimum aggregate amount the form of $10,000,000. No existing Exhibit I hereto and (iii) no Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions participate in any such increase of the board of directors of such Borrower authorizing Revolving Commitments. Increases and new Revolving Commitments created pursuant to this clause shall become effective on the increase in date agreed by the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplementand the relevant Increasing Lenders and/or Augmenting Lenders, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and shall notify each affected Lender thereof. Notwithstanding the Company foregoing, no increase in the Revolving Commitments (which agreement may include or in the Revolving Commitment of any Lender), shall become effective under this paragraph unless, (i) a phase-in on the proposed date of the applicable increase and/or effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 5.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower, (ii) if agreed to by each Lender, Interest Periods having terms other than the Administrative Agent shall have received documents consistent with those delivered on the Closing Date under Section 5.1(h) as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary corporate power and authority of the Borrower to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) borrow hereunder after giving effect to such increase and, if requested, a legal opinion of counsel to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) Borrower and (iiiii) above if Indebtedness is proposed to be incurred under the Revolving Commitments on the proposed date of the effectiveness of such thatincrease, after giving effect theretoto any Indebtedness incurred under the increased Revolving Commitments, on a pro forma basis, the Borrower is in compliance with Section 7.1 as of the last day of the immediately preceding fiscal quarter for which financial statements have been delivered pursuant to Section 6.1. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other relevant Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving Loans, (including ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types thereof and of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with respect theretothe requirements of Section 2.5), (iii) the risk participations in outstanding Letters of Credit shall be held automatically adjusted such that each Revolving Lender shall have a risk participation in each outstanding Letter of Credit equal to its Revolving Percentage and (iv) the Borrower shall pay all outstanding accrued interest and fees through the effective date. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing Borrower pursuant to the preceding sentence shall be effected, to provisions of Section 2.18 if the maximum extent practicable, through deemed payment occurs other than on the netting last day of amounts payable between the Borrowers and the respective Lendersrelated Interest Periods.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans in Dollars (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Percentage of the L/C Obligations Exposure then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(ab) From time to time during the Commitment PeriodAt any time, upon written notice by the Borrower Representative and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative AgentAgent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $200,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 (or, if less, the remaining unutilized portion of such $200,000,000). No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower and the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (ielects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Lender Supplement or New Lender Supplements(each, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each “New Lender Supplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a “New Lender thereunder Lender”) shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions which will be used to prepay such portions of the board Revolving Loans of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)other Lenders, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such so that, after giving effect thereto, the resulting Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by outstanding are allocated among the Lenders (including for such purposes the New Lendersin accordance with Section 2.11(a) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and based on the respective LendersAMERICAS 91255883 21 Revolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(de) On the Termination Date, each The Borrower shall repay all then the outstanding Revolving Loans made by of each Lender on the Lenders Revolving Termination Date applicable to such BorrowerLender.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each effective as of the Amendment Effective Date, all Revolving Commitments in effect immediately prior to the Amendment Effective Date (the “Existing Revolving Commitments”) will be terminated pursuant to Section 2.08(b) of the Credit Agreement; provided, however, that the foregoing shall not affect (i) the LC Commitment of any Issuing Bank or (ii) the obligation of the Swingline Lender severally agrees to make Swingline Loans pursuant to Section 2.04 of the Credit Agreement, in each case as in effect immediately prior to the Borrowers from time Amendment Effective Date.
(b) Subject to time during the Commitment Period in an aggregate principal amount at any one time outstanding, when added to such Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment. During the Commitment Period, the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time set forth herein, on the Amendment Effective Date, simultaneously with the termination of the Revolving Commitments pursuant to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
clause (a) From time to time during the Commitment Periodabove, upon written notice by the Borrower Representative (i) each Lender that has executed and delivered to the Administrative Agent, with on or prior to the prior written consents Amendment Effective Date, a signature page to this Amendment as a “New Revolving Lender” shall become or continue to be, as applicable, a Revolving Lender and a Lender under the Credit Agreement and (ii) the “Revolving Commitment” of each New Revolving Lender (the “New Revolving Commitments”) will be the amount of the Administrative Agent (which consent commitment set forth with respect to such New Revolving Lender on Annex I hereto. The New Revolving Commitments of the New Revolving Lenders are several and no New Revolving Lender shall be in its sole discretion and shall not be unreasonably withheld or delayedresponsible for any other New Revolving Lender’s failure to make Revolving Loans.
(c) and For all purposes of the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed)Senior Loan Documents, (i) any one or more existing Lenders may agree that the Revolving Commitment of each New Revolving Lender, and the Loans made by each New Revolving Lender pursuant to such existing Lender or Revolving Commitments, shall constitute a “Revolving Commitment” and “Revolving Loans”, respectively, under the Credit Agreement and (ii) all Letters of Credit outstanding immediately prior to the Amendment Effective Date shall continue to be Letters of Credit issued pursuant to the Credit Agreement.
(d) The termination of the Existing Revolving Commitments pursuant to Section 1.2(a) above, and the effectiveness of the New Revolving Commitments pursuant to Section 1.2(b) above, in each case on the Amendment Effective Date, are subject to the satisfaction of the following conditions:
(i) After giving effect to such termination and effectiveness and the borrowing (if any) of Revolving Loans on the Amendment Effective Date, the conditions set forth in paragraphs (a), (b) and (c) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the Amendment Effective Date, and the New Revolving Lenders shall increase have received a certificate of a Financial Officer dated the amount Amendment Effective Date to such effect.
(ii) The Collateral and Guarantee Requirement shall have been satisfied.
(iii) The Administrative Agent shall have received a favorable legal opinion of their Commitment or Commitments by executing and delivering each of (i) Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, counsel to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during M▇▇▇ ▇▇▇▇▇▇▇▇▇, General Counsel of the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender SupplementsBorrower, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver case addressed to the Administrative Agent an administrative questionnaireand the Lenders under the Credit Agreement, including the New Revolving Lenders, and dated the Amendment Effective Date, in substantially the forms delivered in connection with Refinancing Amendment No. Notwithstanding anything contained in this paragraph 2, dated as of June 26, 2009, to the contraryCredit Agreement, without modified, however, to address the consent of (x) New Revolving Commitments, this Amendment and the Required LendersLender Amendment, and covering such other matters relating to the Loan Parties, the aggregate amount of incremental Commitments established or increased after other Senior Loan Documents, the Closing Senior Collateral and the transactions contemplated hereby to occur on the Amendment Effective Date pursuant as the Administrative Agent may reasonably request, and otherwise reasonably satisfactory to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant . The Borrower hereby requests such counsel to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplementdeliver such opinions.
(biv) Upon The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its receipt counsel may reasonably request relating to the good standing of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate the Borrower and the organization and existence of each Borrower attaching Loan Party, the organizational documents of each Loan Party, the resolutions of each Loan Party that authorize the board transactions contemplated hereby, the incumbency and authority of directors of such Borrower authorizing the increase Person or Persons executing and delivering the Amendment and the other documents contemplated hereby, all in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except form and substance reasonably satisfactory to the extent resolutions authorizing Administrative Agent.
(v) The Administrative Agent shall have received a certificate, dated the increased amount have previously been delivered Amendment Effective Date and signed by such a Financial Officer of the Borrower), certifying that the representations and warranties set forth in Section 2.1 hereof are true and correct as of the Amendment Effective Date.
(iiivi) each written consent thereto required by paragraph (b) of this SectionIf any Revolving Loans are to be made on the Amendment Effective Date, the Administrative Agent shall accept such Commitment Increase or have received a borrowing request in a form acceptable to the Administrative Agent requesting that the New Lender Supplement, as Revolving Lenders make the case may be, and record Revolving Loans to be made to the information contained therein in Borrower on the RegisterAmendment Effective Date.
(cvii) Unless otherwise agreed After giving effect to by the borrowing (if any) of Revolving Loans on the Amendment Effective Date, the Borrowing Base Amount on the Amendment Effective Date shall be no less than the sum of (A) the aggregate principal amount of Loans outstanding on the Amendment Effective Date, (B) the LC Exposure on the Amendment Effective Date and (C) any Additional Senior Debt outstanding on the Amendment Effective Date. The Administrative Agent and the Company (which agreement may include (i) Borrowing Base Agent shall have received a phase-in of completed Borrowing Base Certificate dated the applicable increase and/or (ii) if agreed to Amendment Effective Date and signed by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lendersa Financial Officer.
(dviii) On The conditions to effectiveness of this Amendment set forth in Section 1.3 hereof (other than paragraph (b) thereof) shall have been satisfied.
(ix) Each Subsidiary Guarantor shall have entered into a Reaffirmation Agreement pursuant to which such Subsidiary Guarantor reaffirms its obligations under the Termination DateSenior Subsidiary Guarantee Agreement and the other Senior Collateral Documents, each Borrower shall repay all then outstanding Loans made by in form and substance reasonably satisfactory to the Lenders to such BorrowerAdministrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Rite Aid Corp)
Revolving Commitments. Subject (i) On the Closing Date, the Revolving Loans of each Lender outstanding under the Existing Credit Facility (each as defined therein) on the Closing Date (immediately prior to the occurrence thereof), as set forth as “Existing Closing Date Loans” in Schedule 2.1(a) (i), shall be continued (on a cashless basis), and shall constitute and remain outstanding as Revolving Loans hereunder. The continuations of such Revolving Loans shall not be subject to any breakage or similar costs that might otherwise be payable pursuant to Section 2.16(c) or the equivalent provision of the Existing Credit Agreement. In furtherance of the foregoing, on the Closing Date, the initial Lenders hereunder shall make and receive payments among themselves, in a manner acceptable to and approved by the Administrative Agent, so that, after giving effect thereto, the Revolving Loans are, on (and immediately after the occurrence of) the Closing Date, held ratably by the Revolving Lenders in accordance with the respective Revolving Commitments of the Revolving Lenders on the Closing Date.
(ii) During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make Loans Revolving Loans, which will be made in Dollars, to the Borrowers from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding, when added up to but not exceeding such Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Commitment Period, the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, ; provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments becoming effective exceed the Revolving Commitments then in effect. Each Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than such date, in the case of each of clauses . -43- CREDIT AGREEMENT (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.PATTERN REVOLVER)
Appears in 1 contract
Sources: Credit and Guaranty Agreement
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) in Dollars to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the sum of (i) the L/C Obligations then outstanding, which (ii) the aggregate principal amount of the Swingline Loans then outstanding and (iii) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Eurocurrency Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.62.13.
(ab) From time to time during the Commitment Period, upon written notice by the Borrower Representative Subject to the Administrative Agentterms and conditions hereof, each Foreign Currency Lender agrees, with the prior written consents of the Administrative Agent (respect to any Foreign Currency Loan in a Foreign Currency for which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed)it is designated a Foreign Currency Lender, (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to make Foreign Currency Loans to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Revolving Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, Period; provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on requested Foreign Currency Loan, the Dollar Equivalent of the aggregate principal amount of Foreign Currency Loans outstanding at such datetime does not exceed the Foreign Currency Sublimit, in the case of each of clauses (i) and (ii) above such that, after giving effect theretoto the requested Foreign Currency Loan, such Lender’s Revolving Percentage of the sum of (x) the L/C Obligations then outstanding, (y) the aggregate principal amount of the Swingline Loans then outstanding and (z) the aggregate principal amount of the Revolving Loans (including the Types thereof Dollar Equivalent of Foreign Currency Loans) then outstanding, does not exceed the amount of such Lender’s Revolving Commitment and Interest Periods with respect thereto(iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. The Foreign Currency Loans shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective LendersEurocurrency Loans.
(dc) On the Termination Date, each The Borrower shall repay all then outstanding Revolving Loans made by and Foreign Currency Loans on the Lenders to such BorrowerMaturity Date.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender severally (and not jointly) agrees to make Revolving Loans to the Borrowers Borrower in Dollars from time to time during the Commitment Availability Period in an aggregate principal amount at any one time outstandingthat will not result in (i) such ▇▇▇▇▇▇’s Revolving Exposure exceeding such ▇▇▇▇▇▇’s Revolving Commitment, when added or (ii) the Aggregate Revolving Exposure exceeding the aggregate Revolving Commitments. Within the foregoing limits and subject to such Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment. During the Commitment Period, the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loansset forth herein, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agentmay borrow, with the prior written consents of the Administrative Agent prepay (which consent shall be in its sole discretion and shall not be unreasonably withheld without any penalty, premium or delayedother prepayment fee) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplementreborrow Revolving Loans.
(b) Upon its receipt of (i) a duly executed Subject to the terms and conditions set forth in Section 4.03, each IPO Incremental Revolving Lender has agreed to provide one or more IPO Incremental Revolving Credit Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments Increases in an aggregate principal amount equal to or greater than the amount for all such IPO Incremental Revolving Credit Commitment Increases of such increase in the Commitments effected thereby $100,000,000 (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)each, an “IPO Incremental Revolving Commitment Increase” and (iii) each written consent thereto required by paragraph (b) of this Sectioncollectively, the Administrative Agent shall accept such “IPO Incremental Revolving Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the RegisterIncreases”).
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments Each IPO Incremental Revolving Commitment Increase shall be increased pursuant to this Sectionon the same terms as the Effective Date Revolving Commitments, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment deemed to be “Revolving Commitments” and will, together with the “Effective Date Revolving Commitments” be treated as one Class of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective LendersRevolving Credit Commitments.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender (acting through any of its branches or affiliates) severally agrees to make Loans revolving credit loans (“Revolving Loans”) in Dollars or in one or more Foreign Currencies (such Revolving Loans, “Foreign Currency Loans”) to the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added (after giving effect to the use of proceeds thereof) to the sum of (i) such Lender’s Commitment Revolving Percentage of the sum of (x) the L/C Obligations then outstanding and (y) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding, which (ii) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Lender’s CommitmentRevolving Commitment and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. During the Revolving Commitment Period, Period the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Eurocurrency Loans or (other than in the case of Foreign Currency Loans) ABR Loans, as determined by the Borrowers applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.5 and 2.62.13.
(ab) From time to time during the Commitment Period, upon written notice by the Borrower Representative Subject to the Administrative Agentterms and conditions hereof, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing each Revolving Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering agrees to make Foreign Currency Loans to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may Borrowers from time to time during the Revolving Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, Period; provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on requested Foreign Currency Loan, the Dollar Equivalent of the sum of the aggregate principal amount of Foreign Currency Loans and any L/C Exposure denominated in any L/C Foreign Currency outstanding at such datetime does not exceed the Foreign Currency Sublimit, (ii) after giving effect to the requested Foreign Currency Loan (and the use of proceeds thereof), the sum of (x) such Lender’s Revolving Percentage of the sum of (1) the L/C Obligations then outstanding (including the Dollar Equivalent of any L/C obligations denominated in the case of each of clauses (iany L/C Foreign Currency) and (ii2) above such that, after giving effect thereto, the aggregate principal amount of the Revolving Loans (including the Types thereof Dollar Equivalent of Foreign Currency Loans) then outstanding and Interest Periods with respect thereto(y) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Lender’s Revolving Commitment and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. The Foreign Currency Loans shall be held by Eurocurrency Loans.
(c) Each Borrower shall repay all of its outstanding Revolving Loans, including Foreign Currency Loans, on the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective LendersMaturity Date.
(d) On Notwithstanding anything to the Termination Datecontrary contained herein, each Lender at its option may make any Loan to any Additional Borrower by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of such Additional Borrower to repay all such Loan in accordance with the terms of this Agreement and shall not cause any Borrower or other Loan Party to incur as of the date of the exercise of such option any greater liability than it shall then outstanding Loans made by the Lenders to such Borrowerhave under Section 2.19 or Section 2.20(a).
Appears in 1 contract
Sources: Credit Agreement (Tempur Sealy International, Inc.)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the L/C Obligations Exposure then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(ab) From time to time during the Commitment PeriodAt any time, upon written notice by the Borrower Representative and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative AgentAgent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $200,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased after the occurrence and during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity which, with the prior written consents consent of the Borrower and the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (ielects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Lender Supplement or New Lender Supplements(each, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each “New Lender Supplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a “New Lender thereunder Lender”) shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions which will be used to prepay such portions of the board Revolving Loans of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower)other Lenders, and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such so that, after giving effect thereto, the resulting Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by outstanding are allocated among the Lenders (including for such purposes the New Lendersin accordance with Section 2.11(a) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and based on the respective LendersRevolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(de) On the Termination Date, each The Borrower shall repay all then the outstanding Revolving Loans made by of each Lender on the Lenders Revolving Termination Date applicable to such BorrowerLender.
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Sources: Credit Agreement (Xcel Energy Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans revolving credit loans (“Revolving Loans”) to the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstandingoutstanding which, when added to such Lender’s Commitment Revolving Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.62.7.
(ab) From At any time prior to time during the Commitment Periodfourth anniversary of the Closing Date, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders (including any New Lender) may agree that such existing Lender or Lenders shall make or increase the amount of their Commitment or Revolving Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase or new Revolving Commitment and the applicable Increased Revolving Commitment Closing Date (which may be no later than the fourth anniversary of the Closing Date). Notwithstanding the foregoing, (i) at no time may the Total Revolving Commitments exceed $500,000,000, (ii) Revolving Commitments may not be made or increased after the occurrence and during the continuation of a Default or Event of Default, including after giving effect to the incremental Revolving Commitments in question, (iii) any increase effected pursuant to this Section 2.1(b) shall be in a minimum amount of at least $25,000,000, (iv) no more than two Increased Revolving Commitment Closing Dates may be selected by the Borrower Representative during the term of this Agreement and (v) prior to the Collateral Release Date, no increase of Revolving Commitments pursuant to Section 2.1(b) shall be effective until Section 3(c) of the KGE Collateral Agreement is satisfied. No Lender shall have any obligation to participate in any increase described in this Section 2.1(b) unless it agrees to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity (each, a “New Lender”) that, in the case of an institution that is not an Approved Fund or an affiliate of a then-existing Lender, with the consent of the Administrative Agent and each Issuing Lender (which consent, in each case, shall not be unreasonably withheld), elects to become a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii“Lender” under this Agreement in connection with an increase described in Section 2.1(b) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent execute a New Lender Supplement or New Lender Supplements(each, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each “New Lender Supplement”), substantially in the New Lender thereunder form of Exhibit E-1, whereupon such bank, financial institution or other entity shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender hereto and shall deliver be bound by and entitled to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in benefits of this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase SupplementAgreement.
(bd) Upon its receipt of (i) a duly executed On each Increased Revolving Commitment Increase Supplement or a New Closing Date on which there are Revolving Loans outstanding, each Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New LendersLender) pursuant to their modified Aggregate Exposure Percentagesthat has made or increased its Revolving Commitment shall make a Revolving Loan, the Borrowers (i) shall proceeds of which will be used to prepay outstanding Loansthe Revolving Loans of other Lenders, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such so that, after giving effect thereto, the resulting Revolving Loans (including outstanding are allocated among the Types thereof and Interest Periods Lenders in accordance with respect theretoSection 2.12(a) based on the respective Revolving Percentages of the Lenders after giving effect to the increase of Revolving Commitments pursuant to Section 2.1(b) on such Increased Revolving Commitment Closing Date. Any remaining proceeds shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lendersused in accordance with Section 3.16.
(de) On the Termination Date, each The Borrower shall repay all then outstanding Revolving Loans made by on the Lenders to such BorrowerRevolving Termination Date.
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Revolving Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make Loans to the Borrowers from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding, when added to such Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment. During the Commitment Period, the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6.
(a) From time to time during the Commitment Period, upon By written notice by the Borrower Representative sent to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplementsshall promptly distribute to the Lenders), as the case Borrower may be, and/or (ii) at any one or more New Lenders may time and from time to time during request an increase of the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or aggregate amount of the Commitments by executing an aggregate amount equal to any integral multiple of $5,000,000; provided that (i) no Default shall have occurred and delivering to be continuing; (ii) the aggregate amount of the Commitments shall not have been reduced, nor shall the Borrower Representative and have given notice of any such reduction under Section 2.09; (iii) the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall sum of (A) be a NAIC Approved Bank or the total amount of all Commitments after giving effect to any such increase, plus (B) the initial principal amount of any Incremental Term Loan, shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From not exceed $1,050,000,000; and after (iv) the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, not be increased without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established such Lender. If one or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions more of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal Lenders is not increasing its Commitment, then, with notice to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Unless otherwise agreed to by the Administrative Agent and the Company other Lenders, another one or more financial institutions, each as approved by the Borrower and the Administrative Agent (which agreement a “New Lender”), may include (i) a phase-in commit to provide an amount equal to the aggregate amount of the applicable requested increase and/or that will not be provided by the existing Lenders (ii) if the “Increase Amount”); provided, that the Commitment of each New Lender shall be at least $5,000,000. Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant commit to this Section, an aggregate amount equal to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure PercentagesIncrease Amount, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow then: provided that no Default exists at such Loans from the Lenders (including any New Lenders) time or after giving effect to the new and/or increased requested increase, the Borrower, the Administrative Agent and the Lenders willing to increase their respective Commitments becoming effective on such date, and the New Lenders (if any) shall execute and deliver a supplement in the case form attached hereto as Exhibit C (the “Increased Commitment Supplement”). If all existing Lenders shall not have provided their pro rata portion of each the requested Increase Amount, the Revolving Loans will not be held pro rata by the Lenders in accordance with the Applicable Percentages determined hereunder. To remedy the foregoing, on the date of clauses (i) and (ii) above such thatthe effectiveness of the Increased Commitment Supplement, the Lenders shall make advances among themselves so that after giving effect thereto, thereto the Revolving Loans (including the Types thereof and Interest Periods with respect thereto) shall will be held by the Lenders (including for such purposes the New Lenders) , pro rata according to their respective Aggregate Exposure Percentagesin accordance with the Applicable Percentages hereunder. Any prepayment and reborrowing pursuant The advances so made by each Lender whose Applicable Percentage has increased as a result of the changes to the preceding sentence Commitments shall be effected, deemed to be a purchase of a corresponding amount of the maximum extent practicable, Revolving Loans of the Lender or Lenders whose Applicable Percentages have decreased. The advances made under this Section shall be Loans of the same Type as those previously held by the Lender or Lenders whose Applicable Percentages have decreased unless or until the Borrower shall have selected an alternative interest rate to apply thereto under the terms of this Agreement. All advances made under this Section shall be made through the netting of amounts payable between the Borrowers and the respective LendersAdministrative Agent.
(d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.
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