Common use of Additional Commitments and Loans Clause in Contracts

Additional Commitments and Loans. (a)The Borrower may, at its option, from time to time following the Amendment No. 4 Effective Date, by delivery of a written notice to the Administrative Agent, obtain Additional Loan Commitments (any term loans made with respect to such Additional Loan Commitments being herein referred to as “Additional Loans”); provided that (i) the aggregate amount of Additional Loan Commitments obtained since the Amendment No. 4 Effective Date shall not exceed $200,000,000, (ii) the Borrower shall not be permitted to obtain Additional Loan Commitments on more than nine (9) occasions (unless otherwise agreed by the Administrative Agent) and (iii) there shall be no more than ten (10) Tranches of Loans and/or Commitments outstanding hereunder at any time. Each such notice (x) shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the requested date on which such Additional Loan Commitments are to be effective (the “Additional Loans Closing Date”) (or such shorter time as the Administrative Agent may agree) and shall specify the amount of the Additional Loan Commitments to be obtained and the applicable Additional Loans Closing Date and (y) may not be delivered at any time that (1) there is an existing Event of Default or (2) a Mandatory Prepayment Notice has been delivered to the Borrower. Additional Loan Commitments may be made and provided by any existing Lender (but no existing Lender will have an obligation to provide Additional Loan Commitments, nor will the Borrower have any obligation to approach any existing Lenders to provide any Additional Loan Commitments) or by any Eligible Assignee; provided that the Administrative Agent shall have a consent right (not to be unreasonably withheld or delayed) with respect to the addition of any Eligible Assignee as an Additional Lender that is not a Lender, an Affiliate of a Lender or an Approved Fund.

Additional Commitments and Loans. (a)The The Borrower may, shall have the right at its option, any time and from time to time (a) on or before the Availability Termination Date, but only so long as the existing Commitments have been fully utilized, and (b) during the period immediately following the Amendment No. 4 Effective Availability Termination Date to but excluding the Termination Date, to request additional loans (“Additional Loans”) by delivery of a the Borrower providing written notice to the Administrative Agent, obtain Additional Loan Commitments (which notice shall be irrevocable once given; provided, however, that after giving effect to any term loans made with respect to such Additional Loan Commitments being herein referred to as “Additional Loans”); provided that (i) Loans the aggregate outstanding principal amount of Additional Loan Commitments obtained since the Amendment No. 4 Effective Date Loans shall not exceed $200,000,000400,000,000. Each such borrowing of Additional Loans must be an aggregate minimum amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Additional Loans, 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 any such Additional Loans and the allocations of the Additional Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to make an Additional Loan or increase the principal amount of its Loans, and any new Lender becoming a party to this Agreement in connection with any such requested Additional Loans must be an Eligible Assignee. The making of Additional Loans is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the date such Additional Loans are to be made, (y) the representations and warranties made or deemed made by the Borrower or 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 on the effective date of such increase except to the extent 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 on and as of such earlier date) and except for changes in factual circumstances or transactions, in either event, not prohibited hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance substantially consistent with the corresponding documents delivered on the Agreement Date or otherwise reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of the applicable Loan Party of (A) all corporate, partnership or and other necessary action taken by the Borrower to authorize such Additional Loans and (B) all corporate, partnership or other necessary action taken by each Guarantor authorizing the guaranty of such Additional Loans; (ii) an opinion of counsel to the Borrower shall not be permitted and the Guarantors, and addressed to obtain Additional Loan Commitments on more than nine (9) occasions (unless otherwise agreed the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent) , and (iii) there shall be no more than ten (10) Tranches except in the case of a new Lender or an existing Lender that has requested not to receive a Note, Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans, in the principal amount of such Lender’s Loans and/or Commitments outstanding hereunder at the time of the effectiveness of the making of the Additional Loans. In connection with any time. Each such notice (x) shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the requested date on which such Additional Loan Commitments are to be effective (the “Additional Loans Closing Date”) (or being made pursuant to this Section, any Lender becoming a party hereto shall execute such shorter time documents and agreements as the Administrative Agent may agree) and shall specify the amount of the Additional Loan Commitments to be obtained and the applicable Additional Loans Closing Date and (y) may not be delivered at any time that (1) there is an existing Event of Default or (2) a Mandatory Prepayment Notice has been delivered to the Borrower. Additional Loan Commitments may be made and provided by any existing Lender (but no existing Lender will have an obligation to provide Additional Loan Commitments, nor will the Borrower have any obligation to approach any existing Lenders to provide any Additional Loan Commitments) or by any Eligible Assignee; provided that the Administrative Agent shall have a consent right (not to be unreasonably withheld or delayed) with respect to the addition of any Eligible Assignee as an Additional Lender that is not a Lender, an Affiliate of a Lender or an Approved Fundreasonably request.

Additional Commitments and Loans. (a)The a) The Borrower may, at its option, from time to time following the Amendment No. 4 Effective Closing Date, by delivery of a written notice to the Administrative Agent, obtain Additional Loan Commitments (any term loans made with respect to such Additional Loan Commitments being herein referred to as “Additional Loans”); provided that (i) the aggregate amount of Additional Loan Commitments obtained since the Amendment No. 4 Effective Closing Date shall not exceed $200,000,0001,000,000,000, (ii) the Borrower shall not be permitted to obtain Additional Loan Commitments on more than nine (9) occasions (unless otherwise agreed by the Administrative Agent) Agent and (iii) there shall be no more than ten (10) Tranches of Loans and/or Commitments outstanding hereunder at any time. Each such notice (x) shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the requested date on which such Additional Loan Commitments are to be effective (the “Additional Loans Closing Date”) (or such shorter time as the Administrative Agent may agree) and shall specify the amount of the Additional Loan Commitments to be obtained and the applicable Additional Loans Closing Date and (y) may not be delivered at any time that (1) there is an existing Event of Default or (2) a Mandatory Prepayment Notice has been delivered to the Borrower. Additional Loan Commitments may be made and provided by any existing Lender (but no existing Lender will have an obligation to provide Additional Loan Commitments, nor will the Borrower have any obligation to approach any existing Lenders to provide any Additional Loan Commitments) or by any Eligible Assignee; provided provided, that the Administrative Agent shall have a consent right (not to be unreasonably withheld or delayed) with respect to the addition of any Eligible Assignee as an Additional Lender that is not a Lender, an Affiliate of a Lender or an Approved Fund.

Additional Commitments and Loans. (a)The a) The Borrower may, at its option, from time to time following the Amendment No. 4 Effective Closing Date, by delivery of a written notice to the Administrative Agent, obtain Additional Loan Commitments (any term loans made with respect to such Additional Loan Commitments being herein referred to as “Additional Loans”); provided that (i) the aggregate amount of Additional Loan Commitments obtained since the Amendment No. 4 Effective Closing Date shall not exceed $200,000,0001,000,000,000, (ii) the Borrower shall not be permitted to obtain Additional Loan Commitments on more than nine (9) occasions (unless otherwise agreed by the Administrative Agent) and (iii) there shall be no more than ten (10) Tranches of Loans and/or Commitments outstanding hereunder at any time. Each such notice (x) shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the requested date on which such Additional Loan Commitments are to be effective (the “Additional Loans Closing Date”) (or such shorter time as the Administrative Agent may agree) and shall specify the amount of the Additional Loan Commitments to be obtained and the applicable Additional Loans Closing Date and (y) may not be delivered at any time that (1) there is an existing Event of Default or (2) a Mandatory Prepayment Notice has been delivered to the Borrower. Additional Loan Commitments may be made and provided by any existing Lender (but no existing Lender will have an obligation to provide Additional Loan Commitments, nor will the Borrower have any obligation to approach any existing Lenders to provide any Additional Loan Commitments) or by any Eligible Assignee; provided that the Administrative Agent shall have a consent right (not to be unreasonably withheld or delayed) with respect to the addition of any Eligible Assignee as an Additional Lender that is not a Lender, an Affiliate of a Lender or an Approved Fund.

Additional Commitments and Loans. (a)The a) The Borrower may, at its option, from time to time following the Amendment No. 4 Effective Closing Date, by delivery of a written notice to the Administrative AgentAgent (and the Administrative Agent shall provide such notice to the Initial Loan Lenders), obtain Additional Loan Commitments (any term loans made with respect to such Additional Loan Commitments being herein referred to as “Additional Loans”); provided that (i) the aggregate amount of Additional Loan Commitments obtained since the Amendment No. 4 Effective Closing Date shall not exceed $200,000,000500,000,000, (ii) the Borrower shall not be permitted to obtain Additional Loan Commitments on more than nine five (95) occasions (unless otherwise agreed by the Administrative Agent), (iii) there shall be no more than two (2) Tranches of Loans and/or Commitments outstanding hereunder at any time (unless otherwise agreed by the Administrative Agent) and (iiiiv) there no Additional Loans shall be no more than ten (10) Tranches borrowed while any Initial Loan Commitments are in effect; provided, however, for the avoidance of doubt, Additional Loans and/or Commitments outstanding hereunder at any timemay be borrowed on the Funding Date. Each such notice (x) shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the requested date on which such Additional Loan Commitments are to be effective (the “Additional Loans Closing Date”) (or such shorter time as the Administrative Agent may agree) and shall specify the amount of the Additional Loan Commitments to be obtained and the applicable Additional Loans Closing Date and (y) may not be delivered at any time that (1) there is an existing Event of Default or (2) a Mandatory Prepayment Notice has been delivered to the Borrower. Additional Loan Commitments may be made and provided by any existing Lender (but no existing Lender will have an obligation to provide Additional Loan Commitments, nor will the Borrower have any obligation to approach any existing Lenders to provide any Additional Loan Commitments) or by any Eligible Assignee; provided that the Administrative Agent shall have a consent right (not to be unreasonably withheld or delayed) with respect to the addition of any Eligible Assignee as an Additional Lender that is not a Lender, an Affiliate of a Lender or an Approved Fund.

Additional Commitments and Loans. (a)The c)The Borrower may, at its option, from time to time following the Amendment No. 4 Effective Date, by delivery of a written notice to the Administrative Agent, obtain Additional Loan Commitments (any term loans made with respect to such Additional Loan Commitments being herein referred to as “Additional Loans”); provided that (i) the aggregate ​ amount of Additional Loan Commitments obtained since the Amendment No. 4 Effective Date shall not exceed $200,000,000, (ii) the Borrower shall not be permitted to obtain Additional Loan Commitments on more than nine (9) occasions (unless otherwise agreed by the Administrative Agent) and (iii) there shall be no more than ten (10) Tranches of Loans and/or Commitments outstanding hereunder at any time. Each such notice (x) shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the requested date on which such Additional Loan Commitments are to be effective (the “Additional Loans Closing Date”) (or such shorter time as the Administrative Agent may agree) and shall specify the amount of the Additional Loan Commitments to be obtained and the applicable Additional Loans Closing Date and (y) may not be delivered at any time that (1) there is an existing Event of Default or (2) a Mandatory Prepayment Notice has been delivered to the Borrower. Additional Loan Commitments may be made and provided by any existing Lender (but no existing Lender will have an obligation to provide Additional Loan Commitments, nor will the Borrower have any obligation to approach any existing Lenders to provide any Additional Loan Commitments) or by any Eligible Assignee; provided that the Administrative Agent shall have a consent right (not to be unreasonably withheld or delayed) with respect to the addition of any Eligible Assignee as an Additional Lender that is not a Lender, an Affiliate of a Lender or an Approved Fund.

Additional Commitments and Loans. (a)The a) The Borrower may, at its option, from time to time following the Amendment No. 4 Effective Closing Date, by delivery of a written notice to the Administrative Agent, obtain Additional Loan Commitments (any term loans made with respect to such Additional Loan Commitments being herein referred to as “Additional Loans”); provided that (i) the aggregate amount of Additional Loan Commitments obtained since the Amendment No. 4 Effective Closing Date shall not exceed $200,000,0001,000,000,000, (ii) the Borrower shall not be permitted to obtain Additional Loan Commitments on more than nine (9) occasions (unless otherwise agreed by the Administrative Agent) Agent and (iii) there shall be no more than ten (10) Tranches of Loans and/or Commitments outstanding hereunder at any time. Each such notice (x) shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the requested date on which such Additional Loan Commitments are to be effective (the “Additional Loans Closing Date”) (or such shorter time as the Administrative Agent may agree) and shall specify the amount of the Additional Loan Commitments to be obtained and the applicable Additional Loans Closing Date and (y) may not be delivered at any time that (1) there is an existing Event of Default or (2) a Mandatory Prepayment Notice has been delivered to the Borrower. Additional Loan Commitments may be made and provided by any existing Lender (but no existing Lender will have an obligation to provide Additional Loan Commitments, nor will the Borrower have any obligation to approach any existing Lenders to provide any Additional Loan Commitments) or by any Eligible Assignee; provided provided, that the Administrative Agent shall have a 66 consent right (not to be unreasonably withheld or delayed) with respect to the addition of any Eligible Assignee as an Additional Lender that is not a Lender, an Affiliate of a Lender or an Approved Fund.

Additional Commitments and Loans. (a)The Borrower may, The Borrowers shall have the right at its option, any time and from time to time following (a) prior to the Amendment No. 4 Effective Availability Termination Date, but only so long as the existing Commitments have been fully utilized, and (b) during the period beginning on the Availability Termination Date to but excluding the Termination Date, to request additional loans (“Additional Loans”) by delivery of a the Borrower Representative providing written notice to the Administrative Agent, obtain Additional Loan Commitments (which notice shall be irrevocable once given; provided, however, that after giving effect to any term loans made with respect to such Additional Loan Commitments being herein referred to as “Additional Loans”); provided that (i) Loans the aggregate outstanding principal amount of Additional Loan Commitments obtained since the Amendment No. 4 Effective Date Loans shall not exceed $200,000,000400,000,000. Each such borrowing of Addition Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Agent, in consultation with the Borrower Representative, shall manage all aspects of the syndication of such Additional Loans, 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 any such Additional Loans and the allocations of the Additional Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to make an Additional Loan or increase the principal amount of its Loans, and any new Lender becoming a party to this Agreement in connection with any such requested Additional Loans must be an Eligible Assignee. The making of Additional Loans is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the date such Additional Loans are to be made, (y) the representations and warranties made or deemed made by the Borrowers and other Loan Parties in all Loan Document to which such Loan Party is a party shall be true and correct in all material respects on the date such Additional Loans are to be made except to the extent 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 on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Agent shall have received each of the following, in form and substance satisfactory to the Agent: (i) if not previously delivered to the Agent, copies certified by the Secretary or Assistant Secretary of the applicable Loan Party of (A) all corporate and other necessary action taken by the Borrowers to authorize such Additional Loans and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such Additional Loans; (ii) an opinion of counsel to the Borrower shall not be permitted and the Guarantors, and addressed to obtain Additional Loan Commitments on more than nine (9) occasions (unless otherwise agreed the Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent) , and (iii) there shall be no more than ten (10) Tranches new Notes executed by the Borrowers, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans, in the principal amount of such Lender’s Loans and/or Commitments outstanding hereunder at any time. Each such notice (x) shall be delivered to the Administrative Agent at least ten (10) Business Days prior to time of the requested date on which such Additional Loan Commitments are to be effective (effectiveness of the “Additional Loans Closing Date”) (or such shorter time as the Administrative Agent may agree) and shall specify the amount making of the Additional Loan Commitments to be obtained and the applicable Loans. In connection with any Additional Loans Closing Date being made pursuant to this Section any Lender becoming a party hereto shall execute such documents and (y) agreements as the Agent may not be delivered at any time that (1) there is an existing Event of Default or (2) a Mandatory Prepayment Notice has been delivered to the Borrower. Additional Loan Commitments may be made and provided by any existing Lender (but no existing Lender will have an obligation to provide Additional Loan Commitments, nor will the Borrower have any obligation to approach any existing Lenders to provide any Additional Loan Commitments) or by any Eligible Assignee; provided that the Administrative Agent shall have a consent right (not to be unreasonably withheld or delayed) with respect to the addition of any Eligible Assignee as an Additional Lender that is not a Lender, an Affiliate of a Lender or an Approved Fundreasonably request.

Additional Commitments and Loans. (a)The Borrower may, at its option, from time to time following the Amendment No. 4 Effective Closing Date, by delivery of a written notice to the Administrative Agent, obtain Additional Loan Commitments (any term loans made with respect to such Additional Loan Commitments being herein referred to as “Additional Loans”); provided that (i) the aggregate amount of Additional Loan Commitments obtained since the Amendment No. 4 Effective Closing Date shall not exceed (A) from the C6 Amendments ​ ​ Effective Time and so long as no GCI Liberty Merger Agreement Termination has occurred, $200,000,0001,500,000,000; provided that, in the event the aggregate principal amount of Kodiak Pay-off Loans incurred by the Borrower on the Kodiak Pay-off Loan Funding Date is less than $1,300,000,000, the remaining Additional Loan Commitments available to the Borrower on and as of the Kodiak Pay-off Loan Funding Date shall be equal to the greater of (x) $200,000,000 and (y) the difference between $1,000,000,000 minus the aggregate principal amount of the Kodiak Pay-off Loans incurred by the Borrower on the Kodiak Pay-off Loan Funding Date and (B) upon and following a GCI Liberty Merger Agreement Termination, $1,000,000,000, (ii) the Borrower shall not be permitted to obtain Additional Loan Commitments on more than nine (9) occasions (unless otherwise agreed by the Administrative Agent) and (iii) there shall be no more than ten (10) Tranches of Loans and/or Commitments outstanding hereunder at any time. Each such notice (x) shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the requested date on which such Additional Loan Commitments are to be effective (the “Additional Loans Closing Date”) (or such shorter time as the Administrative Agent may agree) and shall specify the amount of the Additional Loan Commitments to be obtained and the applicable Additional Loans Closing Date and (y) may not be delivered at any time that (1) there is an existing Event of Default or (2) a Mandatory Prepayment Notice has been delivered to the Borrower. As of the Amendment No. 3 Effective Date, such notice is deemed to have been provided by the Borrower in accordance with this Section 2.15(a) in respect of the Kodiak Pay-off Loan Commitments. Additional Loan Commitments may be made and provided by any existing Lender (but no existing Lender will have an obligation to provide Additional Loan Commitments, nor will the Borrower have any obligation to approach any existing Lenders to provide any Additional Loan Commitments) or by any Eligible Assignee; provided that the Administrative Agent shall have a consent right (not to be unreasonably withheld or delayed) with respect to the addition of any Eligible Assignee as an Additional Lender that is not a Lender, an Affiliate of a Lender or an Approved Fund.

Additional Commitments and Loans. (a)The a) The Borrower may, at its option, from time to time following the Amendment No. 4 Effective Closing Date, by delivery of a written notice to the Administrative AgentAgent (and the Administrative Agent shall provide such notice to the Initial Loan Lenders), obtain Additional Loan Commitments (any term loans made with respect to such Additional Loan Commitments being herein referred to as “Additional Loans”); provided that (i) the aggregate amount of Additional Loan Commitments obtained since the Amendment No. 4 Effective Closing Date shall not exceed $200,000,000300,000,000, (ii) the Borrower shall not be permitted to obtain Additional Loan Commitments on more than nine five (95) occasions (unless otherwise agreed by the Administrative Agent), (iii) there shall be no more than five (5) Tranches of Loans and/or Commitments outstanding hereunder at any time (unless otherwise agreed by the Administrative Agent) and (iiiiv) there no Additional Loans shall be no more than ten (10) Tranches borrowed while any Initial Loan Commitments are in effect; provided, however, for the avoidance of doubt, Additional Loans and/or Commitments outstanding hereunder at any timemay be borrowed on the Funding Date. Each such notice (x) shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the requested date on which such Additional Loan Commitments are to be effective (or such shorter period as the Administrative Agent may agree) (the “Additional Loans Closing Date”) (or such shorter time as the Administrative Agent may agree) and shall specify the amount of the Additional Loan Commitments to be obtained and the applicable Additional Loans Closing Date and (y) may not be delivered at any time that (1) there is an existing Event of Default or (2) a Mandatory Prepayment Notice has been delivered to the Borrower. Additional Loan Commitments may be made and provided by any existing Lender (but no existing Lender will have an obligation to provide Additional Loan Commitments, nor will the Borrower have any obligation to approach any existing Lenders to provide any Additional Loan Commitments) or by any Eligible Assignee; provided that the Administrative Agent shall have a consent right (not to be unreasonably withheld or delayed) with respect to the addition of any Eligible Assignee as an Additional Lender that is not a Lender, an Affiliate of a Lender or an Approved Fund.