Conditions to Effectiveness of Increase. As a condition precedent to such increase but subject to Section 1.10 hereof, the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party # certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and # in the case of the Borrowers, certifying that, before and after giving effect to such increase, # the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically 885707.04-LACSR02A - MSW
Requests for Increase by Borrower. The Borrower may, at any time, propose that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”) by notice to the Administrative Agent, specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment of such Class and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days after delivery of such notice and at least 30 days prior to the Commitment Termination Date; provided that:
the Aggregate Revolving Commitment shall be increased by the amount of such Incremental Revolving Commitment Increase, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Revolving Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Revolving Commitment Increase, the Revolving Exposure of the Revolving Lender making such Incremental Revolving Commitment Increase, and the Applicable Percentage of all the Revolving [[Organization A:Organization]], shall automatically be adjusted to give effect thereto.
Notwithstanding anything to the contrary contained herein, any increase in the Total Commitment pursuant to this §2.12 shall be conditioned upon satisfaction or waiver of the following conditions precedent which must be satisfied or waived prior to the effectiveness of any increase of the Total Commitment:
On the date of effectiveness of any Incremental Revolving Commitment Increase, each Revolving Lender shall assign to each Revolving Lender making such Incremental Revolving Commitment Increase, and each such Revolving Lender making such Incremental Revolving Commitment Increase shall purchase from each Revolving Lender, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and participations in Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Letters of Credit will be held by all the Revolving [[Organization A:Organization]] ratably in accordance with their Applicable Percentages after giving effect to the effectiveness of such Incremental Revolving Commitment Increase.
Increase to 2019 Aggregate Revolving Loan Commitment. Pursuant to [Section 2.23] of the Credit Agreement, the Company has requested an increase in the Aggregate 2019 Revolving Loan Commitment from $458,681,553.11 to $465,332,038.55, upon the effectiveness hereof. In connection with such requested Commitment Increase, the Company, the Administrative Agent and BNP Paribas (the Accepting Lender) hereby agree that upon the effectiveness hereof, the 2019 Revolving Loan Commitment of the Accepting Lender under the Credit Agreement shall be increased from $43,349,514.56 to $50,000,000. The Required Lenders hereby agree to waive the minimum amount and multiples requirements set forth in [Section 2.23(B)] of the Credit Agreement, and also agree that this Amendment shall be delivered in substitution for any Increase Notice and Commitment and Acceptance required by [Section 2.23] of the Credit Agreement (after giving effect to this Amendment).
On the effective date (the “Increase Effective Date”) of any increase in the Commitments of any Tranche pursuant to paragraph (d)(i) above (a “Commitment Increase”), # the aggregate principal amount of the Borrowings of such Tranche outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Increase Effective Date shall be deemed to be paid; # each Increasing Lender that shall have had a Commitment under such Tranche prior to the Commitment Increase shall pay to the Administrative Agent in same day funds (in the applicable currencies), an amount equal to the difference between # the product of # such Lender’s applicable Tranche Percentage (calculated after giving effect to the Commitment Increase) multiplied by # the amount of each Subsequent Borrowing (as hereinafter defined) and # the product of # such Lender’s applicable Tranche Percentage (calculated without giving effect to the Commitment Increase) multiplied by # the amount of each Initial Borrowing; # each Increasing Lender that shall not have had a Commitment under such Tranche prior to the Commitment Increase shall pay to the Administrative Agent in same day funds (in the applicable currencies) an amount equal to the product of # such Increasing Lender’s applicable Tranche Percentage (calculated after giving effect to the Commitment Increase) multiplied by # the amount of each Subsequent Borrowing; # after the Administrative Agent receives the funds specified in [clauses (B) and (C) above], the Administrative Agent shall pay to each Lender (in the applicable currencies) the portion of such funds that is equal to the difference between # the product of # such Lender’s applicable Tranche Percentage (calculated without giving effect to the Commitment Increase) multiplied by # the amount of each Initial Borrowing, and # the product of # such Lender’s applicable Tranche Percentage (calculated after giving effect to the Commitment Increase) multiplied by # the amount of each Subsequent Borrowing; # after the effectiveness of the Commitment Increase, the applicable Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in amounts (in the currencies of the Initial Borrowings) equal to the amounts of the Initial Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with [Section 2.03]; # each Lender shall be deemed to hold its applicable Tranche Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase); and # the Borrower shall pay each Lender any and all accrued but unpaid interest on its Loans comprising the Initial Borrowings. The deemed payments made pursuant to [clause (i) above] shall be subject to compensation by the applicable Borrower pursuant to the provisions of [Section 2.16] if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto.
Adjustments of Borrowings upon Effectiveness of Increase. On the Commitment Increase Date, the Borrower shall # prepay the outstanding Syndicated Loans (if any) of the affected Class in full, # simultaneously borrow new Syndicated Loans of such Class hereunder in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any existing Lender shall be effected by book-entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed
each Assuming Lender or Increasing Lender shall have delivered to the Administrative Agent, on or prior to such Commitment Increase Date, an agreement (an “Incremental Assumption Agreement”), in form and substance reasonably satisfactory to the Borrower and the Administrative Agent, pursuant to which such Lender shall, effective as of such Commitment Increase Date, undertake a Commitment or an increase of Commitment in each case of the respective Class, duly executed by such Assuming Lender or Increasing Lender, as applicable, and the Borrower and acknowledged by the Administrative Agent.
Section # Conditions of Effectiveness. Section 1 of this Amendment shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and the Required Lenders. Each Lender that consents to extend its Termination Date shall so indicate its consent by executing as indicated on the signature pages. Each Lender that consents to increase its Commitment shall so indicate its consent by executing as indicated on the signature pages. Section 3 (and, with respect to clause (c) below, Section 2) of this Amendment is further subject to the delivery to the Administrative Agent of # certified copies of resolutions of the Board of Directors of the Borrower or the Finance Committee of such Board approving the Commitment Increase, # an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent with respect to the Commitment Increase and # an up-front fee payable to the Administrative Agent for the ratable account of each Consenting Lender, equal to the sum of: # 0.01% of that portion of such Lender’s allocated Commitment (as set forth on [Schedule A] hereto) which is less than or equal to such existing Lender’s allocated Commitment under the Credit Agreement prior to giving effect to the Commitment Increase and # 0.04% of that portion of such Lender’s allocated Commitment (as set forth on [Schedule A] hereto) which exceeds such Lender’s allocated Commitment under the Credit Agreement prior to giving effect to the Commitment Increase (payable on the amount of such excess). This Amendment is subject to the provisions of [Section 8.01] of the Credit Agreement.
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