Accordion. (a) At any time during the period from and after the Restatement Effective Date through but excluding the Revolver Maturity Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase (the date such Increase is made, the “Increase Date”). Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $10,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the applicable Increase and any such Lenders (or prospective lenders), Borrower, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrower, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.3 are satisfied,
(iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Borrower and its Subsidiaries evidencing (A) that on a pro forma basis after giving effect to the applicable Increase, the Leverage Ratio of Borrower and its Subsidiaries a...
Accordion. At any time Borrowing Agent may by written notice to Agent elect to request the establishment of one or more increases in the Revolving Commitment (with a corresponding increase in the Maximum Revolving Advance Amount) (each such increase, an "Incremental Commitment Increase" and, all such increases, collectively, the "Incremental Commitment Increases") to make incremental Revolving Advances (any such incremental Revolving Advance, an "Incremental Loan"); provided that (1) the total aggregate amount for all such Incremental Commitment Increases shall not (as of any date of incurrence thereof) exceed the amount of $100,000,0000 and (2) the total aggregate amount for each Incremental Commitment Increase (and the Incremental Loans made thereunder) shall not be less than the amount of $10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an "Increased Amount Date") on which Borrowers propose that any Incremental Commitment Increase shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Agent. Borrowers shall invite each Lender and may invite any other Person reasonably satisfactory to Agent, to provide an Incremental Commitment Increase (any such Person, an "Incremental Lender"). Any Lender offered or approached to provide all or a portion of any Incremental Commitment Increase may elect or decline, in its sole discretion, to provide such Incremental Commitment Increase. In the event the Incremental Commitment Increases agreed to be provided by Xxxxxxx and such other Persons exceed the Incremental Commitment Increase request, Agent shall allocate such Incremental Commitment Increase as determined by Agent. Any Incremental Commitment Increase shall become effective as of such Increased Amount Date; provided that: no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to any Incremental Commitment Increase; each Incremental Commitment Increase (and the Incremental Loans made thereunder) shall constitute Obligations of Borrowers and be on the same terms (including, without limitation, interest rate, fees, voting rights and maturity date) as the existing Revolving Commitments and shall be permitted under the Note Indenture; to the extent that such Incremental Commitment Increase is being provided by an Incremental Lender that is not a Lender hereunder at th...
Accordion. Subject to clause 2.5 (Conditions) and the Borrower’s written request, the Lender may (but is not obliged to) agree to provide additional funding (the Accordion) to the Borrower (or as the Parties may otherwise agree) in the principal amount of up to USD 49,000,000 (forty nine million) to be provided:
(a) by the Lender to the Borrower (or as the Parties otherwise agree) in one (1) or several instalments (for the avoidance of doubt, this clause shall not limit the number of such instalments) as the Parties may agree in writing or, if so agreed between the Parties in writing, in which case clause 2.3(e) shall apply mutatis mutandis; and
(b) subject to the Parties agreeing the business plan of the Borrower.
Accordion. (a) Increase in Revolving Commitments.
Accordion. (a) At any time and from time to time on any Business Day until the Maturity Date, and so long as:
(i) no Default or Event of Default has occurred and is continuing;
(ii) the Borrower is in compliance with the financial covenants set out in Sections 11.1(m) to 11.1(o), on a pro forma basis; and
(iii) any increase to the amount of the Facility would not trigger a Default or Event of Default, the Borrower may, by written notice to the Administrative Agent and the Lenders, request incremental increases to the Facility (each an “Accordion Request”) in an aggregate incremental amount not exceeding the greater of: (A) $50,000,000 and (B) an amount equal to the difference between the Total Commitment Amount as of the Closing Date and $100,000,000 (collectively, the “Accordion”).
(b) Each Accordion Request shall be in a minimum amount of $5,000,000 (or in an amount corresponding to the then remaining unused amount of the Accordion, if such unused amount is then less than $5,000,000), provided that any increase of the Facility contemplated by any Accordion Request shall not cause the Facility to exceed $100,000,000.
(c) Each Lender shall notify the Administrative Agent within thirty (30) days of receipt of an Accordion Request whether or not it agrees, in its sole discretion, to increase its Individual Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender which does not respond within such specified time period shall be deemed to have declined to increase its Individual Commitment. It is expressly understood that no Lender shall have any right or obligation to increase its Individual Commitment pursuant to an Accordion Request.
(d) The Administrative Agent shall promptly notify the Borrower and each Lender of the Lenders' responses to each Accordion Request. If there is less than full participation by existing Lenders in an increase under an Accordion Request after the foregoing procedures are completed, then the Borrower may add one or more new Lenders reasonably acceptable to the Administrative Agent as parties to this Agreement for purposes of participating in such remaining portion.
(e) After giving effect to the procedures described in this Section 2.4, each Lender participating in an increase to the Facility pursuant to an Accordion Request shall have its Individual Commitment increased to the extent of its participation in such increase.
(f) The Borrower agrees to execute su...
Accordion. (a) At any time during the period from and after the Effective Date through but excluding the Maturity Date, at the option of Borrower (but subject to the conditions set forth in clause (b) below), the Commitment may be increased (each, an “Increase”), by an amount in the aggregate for all such increases, up to $100,000,000. Any Increase shall be in an amount of at least $10,000,000 and integral multiples of $10,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Commitment exceed $60,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Commitment in connection therewith:
(i) Lender shall have obtained internal credit approval for such Increase,
(ii) each of the conditions precedent set forth in Section 3.2 are satisfied,
(iii) in connection with any Increase, if Borrower or any of its Subsidiaries owns or will acquire any Margin Stock, Borrower shall deliver to Lender an updated Form U-1, duly executed and delivered by the Borrower, together with such other documentation as Lender shall reasonably request, in order to enable Lender to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board,
(iv) the Borrower shall have paid to the Lender, on or before the then-current Maturity Date, an extension fee equal to fifty (50) basis points multiplied by the Commitment at such time;
(v) a current Borrowing Base Certificate and Compliance Certificate;
(vi) Lender shall have received new certified board resolutions from Borrower approving the increase in the Commitment; and
(vii) the interest rate margins with respect to the Advances to be made pursuant to the increased Commitment shall be the same as the interest rate margin applicable to Advances hereunder immediately prior to the applicable date of the effectiveness of the increased Commitment. Any Increase shall be evidenced by such amendments to this Agreement, including the definition of Commitment, and the other Loan Documents as may be necessary to effectuate the provisions of this Section 2.7.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Advances shall be deemed, unless the context otherwise requires, to include Advances made pursuant to the increased Commitment pursuant to this Section 2.7.
(d) The Advances established pursuant to this Section 2.7 shall co...
Accordion. Section 2.7 of the Loan Agreement is hereby deleted therefrom in its entirety and is of no further force and effect. Lenders hereby acknowledge and agree that the following conditions to the Accordion have been waived solely with respect to the increase of the Loan Amount pursuant to this Third Amendment: (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis and (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount.
Accordion. (a) Subject to clause 2.5 (Conditions) and the Borrower’s written request, the Lender may (but is not obliged to) agree to provide additional funding (the Accordion) to the Borrower (or as the Parties may otherwise agree), in which case the Parties shall apply the following terms (without prejudice to the Parties’ right to agree otherwise in writing):
(i) the Accordion being provided in the following (2) tranches:
(A) USD20,000,000; and
(B) USD30,000,000, in each case, to be provided:
(A) by the Lender to the Borrower (or as the Parties otherwise agree) in one (I) or several instalments (for the avoidance of doubt, this clause shall not limit the number of such instalments) as the Parties may agree in writing or, if so agreed between the Parties in writing, as the as the Interim CEO reasonably directs, in which case clause 2.3(c) shall apply mutatis mutandis; and
(B) subject to the Parties agreeing the business plan of the Borrower;
(ii) any obligation to provide the Accordion commencing on the expiry of thirty (30) days following the first Initial Loan Disbursement Date or as the Parties otherwise agree in writing; and
(iii) such other terms and conditions being agreed between the Patties, which shall be at all times consistent with the terms and conditions of the Initial Loan set out in this Agreement.
(b) Unless the Patties agree otherwise in writing, clauses 2.3(f) and 2.3(g) shall apply mutatis mutandis to the Accordion provided pursuant to this clause 2.4.
Accordion. Upon the written request of the Borrowers (which request may be made by the Borrower only if no Default or Event of Default has occurred and is continuing), the Lenders agree to consider increasing the aggregate Revolving Commitments by $5,000,000.00, up to $50,000,000.00 in the aggregate, under the same terms and conditions as reflected herein, with any such increase requiring the unanimous written approval of the Administrative Agent and the Lenders. This accordion feature (the "Accordion Feature") shall be in the sole discretion of the Lenders and the Administrative Agent and shall not constitute an obligation or commitment to lend. If the Accordion Feature is agreed to by the Lenders and the Administrative Agent pursuant to the provisions of this Section 2.10, the Borrowers shall be required to take such steps (including without limitation the execution of such documents) as the Administrative Agent determines necessary to effectuate the Accordion Feature.
Accordion. (a) At any time on or after September 22, 2017, at the option of the Borrower (but subject to the conditions set forth in clause (b) below), the Revolving Credit Facility Commitments and the Maximum Revolver Amount may be increased in an amount of $10,000,000 (such $10,000,000 increase, the “Increase”). The Administrative Agent shall invite each Lender to increase its Revolving Credit Facility Commitment (it being understood that no Lender shall be obligated to increase its Revolving Credit Facility Commitment) in connection with a proposed Increase on the terms set forth in this Agreement, and if sufficient Lenders do not agree to increase their Revolving Credit Facility Commitments in connection with such proposed Increase, then Administrative Agent may invite any prospective lender who is reasonably satisfactory to Administrative Agent to become a Lender in connection with a proposed Increase. In no event may the Revolving Credit Facility Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.22 on more than one (1) occasion. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the Maximum Revolver Amount exceed $25,000,000 minus the aggregate amount of reductions of the Maximum Revolver Amount after September 22, 2017.
