Additional Loan. Lender shall disburse the Additional Loan as directed by Manager on the Conversion Date, in the amount (if any) by which the Re-sized Amount exceeds the then unpaid Principal of the Initial Loan; provided the following conditions precedent are satisfied: (a) Borrower shall execute and deliver to Lender (i) the Additional Note and (ii) an amendment or supplement to, and/or consolidation and modification of, the Mortgage, in form and substance reasonably satisfactory to Lender and Manager, confirming that the Mortgage secures the Loan (as increased by the Additional Loan); (b) Borrower shall deliver to Lender an opinion of Borrower's counsel, in form and substance satisfactory to Lender in its discretion, with respect to the due authorization, execution, delivery and enforceability of the Additional Note and such amendment or supplement to, and/or consolidation and modification of, the Mortgage and such other matters with respect thereto as are covered with respect to the Initial Note and the Mortgage in the opinion of Borrower's counsel being delivered on the date hereof; (c) Both immediately prior to the making of the Additional Loan and also after giving effect thereto, no Default shall have occurred and be continuing; (d) The representations and warranties made by Borrower and Manager in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of the making of the Additional Loan with the same force and effect as if made on and as of such date; (e) Borrower and Manager shall deliver to Lender an Officer's Certificate confirming the satisfaction of the conditions set forth in the foregoing clauses (c) and (d) applicable to Borrower or Manager, as the case may be; (f) Lender shall have received (i) a notice of title continuation showing that since the date of the then most recent title continuation provided to Lender under the BLA, there has been no change in the state of title to the Property, and no survey exceptions with respect to the Property, not theretofore approved by Lender, together with other evidence satisfactory to Lender that no mechanic's Liens or other Liens have been filed and remain filed with respect to the Property which have not been insured over to Lender's satisfaction and which will not affect the priority of the Loan, any future Advances, or the Additional Loan and (ii) an endorsement to the Title Insurance Policy, which endorsement shall have the effect of (x) updating the date of the Title Insurance Policy to the date of the making of the Additional Loan and (y) increasing the coverage of the Title Insurance Policy by an amount equal to the Additional Loan; (g) All fees and expenses payable to Lender, including the fees and expenses referred to in Sections 2.6 and 10.3, to the extent then due and payable, shall have been (or contemporaneously are being) paid in full, and all title premiums and other title and survey charges shall have been (or contemporaneously are being) paid in full; and (h) Lender shall have received such other documents relating to the Additional Loan as Lender may reasonably request. If any or all conditions precedent to making the Additional Loan have not been satisfied on the Conversion Date, Lender may, at its option, waive so many of such conditions precedent as it may elect (including the making of a request therefor by Borrower or Manager, if Borrower or Manager has not provided Lender the Extension Notice. To the extent Lender makes the Additional Loan, the making of the Additional Loan shall constitute a waiver of such unsatisfied conditions, unless otherwise set forth in a written notice from Lender to Borrower.
Appears in 2 contracts
Samples: Loan Agreement (Brookdale Living Communities Inc), Loan Agreement (Brookdale Living Communities Inc)
Additional Loan. Lender shall disburse the Additional Loan as directed by Manager on the Conversion Date, in the amount (if any) by which the Re-sized Amount exceeds the then unpaid Principal of the Initial Loan; provided the following conditions precedent are satisfied:
(a) The Borrowers have irrevocably delivered a Drawdown Request to the Agent at least two (2) Business Days prior to the Drawdown Date specified therein and such Drawdown Request is attached hereto as Annex A. Each Lender, relying upon each of the representations and warranties of the Credit Parties in this Supplement and the other Transaction Documents (made as of the date hereof except for those that expressly relate to a particular date) and the guaranty of the Guarantor, hereby severally and not jointly agrees with each Borrower that, upon satisfaction of the conditions precedent set forth in Article III hereof and subject to and upon the terms and conditions of this Supplement, it will, on the Drawdown Date specified in the attached Drawdown Request, make an Additional Loan in the principal amount of Seven Million Five Hundred Thousand Dollars ($7,500,000) available to Oldcastle and the other Borrowers to finance the purchase of the Taino Maiden. Such Additional Loan shall execute and deliver be in an aggregate amount not to Lender (i) exceed each Lender's Loan Commitment ratably with the Additional Note and (ii) an amendment or supplement to, and/or consolidation and modification of, the Mortgage, in form and substance reasonably satisfactory other Lenders according to Lender and Manager, confirming that the Mortgage secures the their respective Loan (as increased by the Additional Loan);Commitments.
(b) The Borrowers shall pay principal of and interest on such Additional Loan on each Payment Date. Each Borrower shall deliver repay such Additional Loan and all other outstanding Loans (subject to Lender an opinion of Borrower's counsel, in form such reduction and substance satisfactory to Lender in its discretion, prepayments as hereinafter set forth) together with respect to the all Obligations then due authorization, execution, delivery and enforceability of the Additional Note and such amendment or supplement to, and/or consolidation and modification of, the Mortgage and such other matters with respect thereto as are covered with respect to the Initial Note and the Mortgage in the opinion of Borrower's counsel being delivered payable on the date hereof;Maturity Date.
(c) Both immediately prior Such Additional Loan shall bear interest on the outstanding principal amount thereof and, subject to the making terms of this Agreement relating to prepayments of Loans and the acceleration of maturities, such interest shall be due on each Payment Date and on the Maturity Date at a rate per annum equal to the daily average Floating Interest Rate for the period from the date when made and continued until paid in full. The Floating Interest Rate for such Additional Loan shall be the rate per annum equal to the sum of (x) the Adjusted LIBOR for the related Interest Period, plus (y) three and also after giving effect thereto, no Default shall have occurred and be continuing;seven-tenths percent (3.70%).
(d) The representations Additional Loan Commitment in respect of such Additional Loan shall be permanently reduced on each Additional Loan Reduction Date in accordance with Schedule 1 hereto. If, on any Payment Date, the outstanding principal amount of such Additional Loan and warranties made by Borrower and Manager in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of the making of the Additional Loan with the same force and effect as if made on and Loans as of such date;date exceeds the Aggregate Loan Commitment (as scheduled to be reduced on such Payment Date), then the Borrowers shall, on such Payment Date, make a mandatory repayment of the Loans equal to the Reduction Amount.
(e) As long as no Default or Event of Default has occurred and is continuing, each Borrower and Manager shall deliver to Lender an Officer's Certificate confirming the satisfaction of the conditions set forth in the foregoing clauses (c) and (d) applicable to Borrower or Manager, as the case may be;
(f) Lender shall have received (i) a notice of title continuation showing that since the date of the then most recent title continuation provided to Lender under the BLA, there has been no change in the state of title to the Property, and no survey exceptions with respect to the Property, not theretofore approved by Lender, together with other evidence satisfactory to Lender that no mechanic's Liens or other Liens have been filed and remain filed with respect to the Property which have not been insured over to Lender's satisfaction and which will not affect the priority of the Loan, any future Advances, or the Additional Loan and (ii) an endorsement to the Title Insurance Policy, which endorsement shall have the effect right, upon sixty (60) days prior written notice to the Agent and the Lenders, to prepay on any Payment Date the aggregate outstanding principal balance (but not less than the entire aggregate outstanding principal balance, subject to the next succeeding sentence) of (x) updating all Loans together with the date Make-Whole Amount therefor. With the prior written consent of the Title Insurance Policy to the date Agent and as long as no Default or Event of the making of the Additional Loan Default has occurred and (y) increasing the coverage of the Title Insurance Policy by an amount equal to the Additional Loan;
(g) All fees and expenses payable to Lenderis continuing, including the fees and expenses referred to in Sections 2.6 and 10.3, to the extent then due and payable, Oldcastle shall have been (or contemporaneously are being) paid in full, and all title premiums and other title and survey charges shall have been (or contemporaneously are being) paid in full; and
(h) Lender shall have received such other documents relating the right to prepay on any Payment Date the Additional Loan as Lender may reasonably request. If any or all conditions precedent to making the Additional Loan have not been satisfied on the Conversion Date, Lender may, at its option, waive so many outstanding principal balance of such conditions precedent as it may elect (including the making of a request therefor by Borrower or Manager, if Borrower or Manager has not provided Lender the Extension Notice. To the extent Lender makes the Additional Loan, together with the making Make-Whole Amount therefor. For purposes of determining the Make-Whole Amount for the Additional Loan, "Make-Whole Amount" shall mean a prepayment premium equal to (i) three percent (3.0%) of the Additional Loan shall constitute a waiver principal amount prepaid if prepaid during the period from the Drawdown Date specified in Annex A hereto to the first anniversary of such unsatisfied conditionsDrawdown Date, unless otherwise set forth in a written notice (ii) two percent (2.0%) of the principal amount prepaid if prepaid during the period from Lender the first anniversary of such Drawdown Date to Borrowerthe second anniversary of such Drawdown Date, (iii) one percent (1.0%) of the principal amount prepaid if prepaid during the period from the second anniversary of such Drawdown Date to the third anniversary of such Drawdown Date, and (iv) zero percent (0.0%) of the principal amount prepaid if prepaid after the third anniversary of such Drawdown Date.
Appears in 1 contract
Additional Loan. Lender Prior to the Maturity Date and upon at least 30 days' prior written notice to the Administrative Agent, the Borrower shall disburse have the right, subject to the terms and conditions set forth below, to borrow one additional term loan (the "Additional Loan as directed by Manager on the Conversion Date, in the amount (if any) by which the Re-sized Amount exceeds the then unpaid Principal of the Initial Loan"); provided the following conditions precedent are satisfied:
(a) Borrower shall execute and deliver to Lender that (i) no Default or Event of Default shall exist either at the Additional Note and (ii) an amendment or supplement to, and/or consolidation and modification of, the Mortgage, in form and substance reasonably satisfactory to Lender and Manager, confirming that the Mortgage secures the Loan (as increased by the Additional Loan);
(b) Borrower shall deliver to Lender an opinion of Borrower's counsel, in form and substance satisfactory to Lender in its discretion, with respect to the due authorization, execution, delivery and enforceability time of the Additional Note and such amendment request or supplement to, and/or consolidation and modification of, the Mortgage and such other matters with respect thereto as are covered with respect to the Initial Note and the Mortgage in the opinion of Borrower's counsel being delivered on the date hereof;
(c) Both immediately prior to the making of the Additional Loan and also after giving effect thereto(or will result from the making of the Additional Loan), no Default (ii) the Additional Loan shall have occurred and be continuing;
in a minimum amount of $10,000,000 (d) The representations and warranties made by Borrower and Manager in this Agreement and in integral multiples of $1,000,000 in excess thereof), (iii) the other Additional Loan Documents may only be made subsequent to the date that is thirty (30) days after the Funding Date, (iv) the Additional Loan shall be true and correct in all material respects on and as a maximum amount of the date difference between $650,000,000 and the outstanding principal amount of the Term Loans at the time of the making of the Additional Loan, (v) the Additional Loan with may, at the same force and effect as if made on and as of such date;
(e) Borrower and Manager shall deliver to Lender an Officer's Certificate confirming the satisfaction option of the Borrower, be made by (A) one or more existing Lenders; provided that no Lender shall be required to make all or any portion of the Additional Loan without its prior written consent (such consent to be given in each Lender's sole discretion) and/or (B) one or more institutions that are not existing Lenders; provided that any such institution (x) shall qualify as an Eligible Assignee and (y) shall become a Lender under this Credit Agreement by execution and delivery of an appropriate joinder agreement in a manner acceptable to the Administrative Agent and the Borrower, (vi) the conditions precedent set forth in Section 5.2 shall have been satisfied, (vii) the foregoing clauses Borrower shall inform the Administrative Agent of the funding date (cwhich date shall be a Business Day) of the Additional Loan, (viii) the Borrower shall execute and deliver such Additional Loan Notes as appropriate, (ix) the Borrower shall deliver such certificates, opinions and other documentation as reasonably requested by the Administrative Agent and (dx) applicable to Borrower or Manager, as the case may be;
(fSchedule 1.1(a) Lender shall have received (i) a notice of title continuation showing that since the date of the then most recent title continuation provided to Lender under the BLA, there has been no change in the state of title to the Property, and no survey exceptions with respect Credit Agreement shall be amended to the Property, not theretofore approved by Lender, together with other evidence satisfactory to Lender that no mechanic's Liens or other Liens have been filed and remain filed with respect to the Property which have not been insured over to Lender's satisfaction and which will not affect the priority of the Loan, any future Advances, or reflect the Additional Loan and (ii) an endorsement to the Title Insurance Policy, which endorsement shall have the effect of (x) updating the date of the Title Insurance Policy to the date of the Lenders making of the Additional Loan and (y) increasing the coverage of the Title Insurance Policy by an amount equal to the Additional Loan;
(g) All fees and expenses payable to Lender, including the fees and expenses referred to in Sections 2.6 and 10.3, to the extent then due and payable, shall have been (or contemporaneously are being) paid in full, and all title premiums and other title and survey charges shall have been (or contemporaneously are being) paid in full; and
(h) Lender shall have received such other documents relating to the Additional Loan as Lender may reasonably request. If any or all conditions precedent to making the Additional Loan have not been satisfied on the Conversion Date, Lender may, at its option, waive so many of such conditions precedent as it may elect (including the making of a request therefor by Borrower or Manager, if Borrower or Manager has not provided Lender the Extension Notice. To the extent Lender makes the Additional Loan, the making of the Additional Loan shall constitute a waiver of such unsatisfied conditions, unless otherwise set forth in a written notice from Lender to Borrower.
Appears in 1 contract
Additional Loan. (a) So long as no Default has occurred and is continuing, at any time prior to the Tranche A Maturity Date, the Borrower may request an additional commitment of up to an aggregate principal amount of $50,000,000 (the "Additional Loan Commitment"). No Lender or other Person shall disburse be obligated to provide any Additional Loan Commitment. The Administrative Agent shall assist and cooperate with (but shall not be obligated to provide an Additional Loan Commitment to) the Borrower in connection with obtaining the Additional Loan as directed by Manager Commitments. All Additional Loan Commitments will be issued on the Conversion Date, in the amount (if any) by which the Re-sized Amount exceeds the then unpaid Principal of the Initial Loan; provided the following conditions precedent are satisfied:
(a) Borrower shall execute and deliver to Lender (i) the Additional Note and (ii) an amendment or supplement to, and/or consolidation and modification of, the Mortgage, in form and substance reasonably satisfactory to Lender and Manager, confirming that the Mortgage secures the Loan (as increased by the Additional Loan);same date.
(b) Borrower The Administrative Agent, in consultation with the Borrower, will attempt to identify Persons to provide the Additional Loan Commitments (it being understood that all such Persons will be required to satisfy the criteria of a "Lender" hereunder). Additional Loan Commitments may, subject to the foregoing, be made by existing Lenders or new Lenders (each, an "Additional Lender") that will be required to become a party to this Agreement in connection with the issuance of an Additional Loan Commitment. The aggregate amount of all Additional Loan Commitments shall deliver not exceed $50,000,000. Any existing Lenders and any Additional Lenders which agree to Lender provide Additional Loan Commitments are collectively referred to herein as the "Tranche B Term Loan Lenders."
(c) The Additional Loan Commitments shall become effective upon the receipt by the Administrative Agent of an opinion of Borrower's counsel, agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower and by each Additional Lender, setting forth the Additional Loan Commitments of such Tranche B Term Loan Lenders, the maturity, amortization and interest rates applicable to the Additional Loans and the agreement of each Additional Lender in its discretionto become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the due authorization, execution, delivery and enforceability of the Additional Note Loan Commitments and such amendment or supplement to, and/or consolidation and modification of, opinions of counsel for the Mortgage and such other matters with respect thereto as are covered Borrower with respect to the Initial Note and the Mortgage in the opinion of Borrower's counsel being delivered on the date hereof;
(c) Both immediately prior to the making of the Additional Loan Commitments and also after giving effect thereto, no Default shall have occurred and be continuing;
(d) The representations and warranties made by Borrower and Manager in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of the making of the Additional Loan with the same force and effect as if made on and as of such date;
(e) Borrower and Manager shall deliver to Lender an Officer's Certificate confirming the satisfaction of the conditions set forth in the foregoing clauses (c) and (d) applicable to Borrower or Manager, agreements as the case may be;
(f) Lender shall have received (i) a notice of title continuation showing that since the date of the then most recent title continuation provided to Lender under the BLA, there has been no change in the state of title to the Property, and no survey exceptions with respect to the Property, not theretofore approved by Lender, together with other evidence satisfactory to Lender that no mechanic's Liens or other Liens have been filed and remain filed with respect to the Property which have not been insured over to Lender's satisfaction and which will not affect the priority of the Loan, any future Advances, or the Additional Loan and (ii) an endorsement to the Title Insurance Policy, which endorsement shall have the effect of (x) updating the date of the Title Insurance Policy to the date of the making of the Additional Loan and (y) increasing the coverage of the Title Insurance Policy by an amount equal to the Additional Loan;
(g) All fees and expenses payable to Lender, including the fees and expenses referred to in Sections 2.6 and 10.3, to the extent then due and payable, shall have been (or contemporaneously are being) paid in full, and all title premiums and other title and survey charges shall have been (or contemporaneously are being) paid in full; and
(h) Lender shall have received such other documents relating to the Additional Loan as Lender Administrative Agent may reasonably request. If any So long as no Default is in existence or all conditions precedent to making would result therefrom, the Borrower may borrow once in a single draw under the Additional Loan Commitments by following the procedures with respect to Credit Events set forth herein (each such loan made by an Additional Lender, a "Tranche B Term Loan"). The Tranche B Term Loans shall have not been satisfied on a final maturity no earlier than the Conversion Date, Lender may, at its option, waive so many of Tranche A Term Loans (any such conditions precedent as it may elect (including the making of a request therefor by Borrower or Manager, if Borrower or Manager has not provided Lender the Extension Notice. To the extent Lender makes the Additional Loandate, the making "Tranche B Maturity Date") and none of the Additional Loan terms of the Tranche B Term Loans shall constitute a waiver of such unsatisfied conditions, unless otherwise set forth in a written notice from Lender be more favorable to Borrowerthe Lenders thereof than the terms applicable to the Tranche A Term Loans.
Appears in 1 contract
Samples: Credit Agreement (Actuant Corp)
Additional Loan. Lender shall disburse the Additional Loan as directed by Manager on the Conversion Date, in the amount (if any) by which the Re-sized Amount exceeds the then unpaid Principal of the Initial Loan; provided the following conditions precedent are satisfied:
(a) Borrower shall execute and deliver to Lender (i) the Additional Note and (ii) an amendment or supplement to, and/or consolidation and modification of, the Mortgage, in form and substance reasonably satisfactory to Lender and Manager, confirming that the Mortgage secures the Loan (as increased by the Additional Loan);
(b) Borrower shall deliver to Lender an opinion of Borrower's counsel, in form and substance satisfactory to Lender in its discretion, with respect Notwithstanding anything to the due authorizationcontrary herein, execution, delivery and enforceability of the Additional Note and such amendment or supplement to, and/or consolidation and modification of, the Mortgage and such other matters with respect thereto as are covered with respect but subject to the Initial Note and the Mortgage in the opinion of Borrower's counsel being delivered on the date hereof;
(c) Both immediately prior to the making of the Additional Loan and also after giving effect thereto, no Default shall have occurred and be continuing;
(d) The representations and warranties made by Borrower and Manager in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of the making of the Additional Loan with the same force and effect as if made on and as of such date;
(e) Borrower and Manager shall deliver to Lender an Officer's Certificate confirming the satisfaction of the conditions set forth below, Grantor may, on or after February 8, 2016, borrow from one or more lenders (the “Additional Lenders”) a loan (the “Additional Loan”) as follows:
(a) At the time the Additional Loan is disbursed, the maximum principal amount of the (i) Additional Loan, plus (ii) the outstanding principal and accrued interest on the Bridge Loan, plus (iii) the outstanding principal and accrued interest on the loans made to the Grantor by Cxxx Xxxx and Hansong Technology in the foregoing clauses original principal amounts of $200,000.00 and $353,475.00, respectively, plus (civ) the outstanding principal and accrued interest on the loans made to the Grantor for the purpose of funding the Lender Payment in an amount not to exceed $250,000,00, may not exceed $3,000,000.00 in the aggregate of (i), (ii), (iii) and (d) applicable to Borrower iv). Following disbursement of the Additional Loan in the maximum amount as specified in the prior sentence, no additional indebtedness on borrowed money may be incurred by the Grantor, notwithstanding any payment of principal on the Additional Loan or Manager, as the case may be;other indebtedness described in the prior sentence.
(fb) Lender shall have received (i) a notice of title continuation showing that since the date The Grantor may pledge any or all of the then most recent title continuation provided Collateral to Lender under secure the BLAindebtedness on the Additional Loan and the indebtedness described in subsections (ii), there has been no change in (iii) and (iv) of Section 22(a) above if and only if the state of title Additional Lenders and such other lenders enter into an agreement with the Secured Party pursuant to the Property, and no survey exceptions with respect to the Property, not theretofore approved by Lender, together with other evidence satisfactory to Lender that no mechanic's Liens or other Liens have been filed and remain filed with respect to the Property which have not been insured over to Lender's satisfaction and which will not affect the priority of the Loanlien and security interest arising under this Agreement shall be pari passu with the Hen granted by the Grantor in favor of the Additional Lenders and such other lenders, any future Advancesand on further terms and conditions satisfactory to the Secured Party in accordance with reasonable terms customarily agreed to between lenders in similar circumstances, with the Secured Party’s reasonable costs and legal fees incurred in connection with such agreement to be paid by the Grantor.
(c) No default hereunder or Event of Default exists at the time the Additional Loan and is disbursed, nor does any event exist which with the giving of notice or the passage of time or both would constitute a default hereunder or an Event of Default, as determined by the Secured Party in its sole discretion.
(iid) an endorsement The Grantor has provided the Secured Party with copies of all documents prepared to the Title Insurance Policy, which endorsement shall have the effect of (x) updating the date of the Title Insurance Policy to the date of the making of the Additional Loan and (y) increasing the coverage of the Title Insurance Policy by an amount equal to evidence or secure the Additional Loan;
(g) All fees and expenses payable to Lender, including the fees and expenses referred to in Sections 2.6 and 10.3, to the extent then due and payable, shall have been (or contemporaneously are being) paid in full, and all title premiums and other title and survey charges shall have been (or contemporaneously are being) paid in full; and
(h) Lender shall have received such other documents relating to the Additional Loan as Lender may reasonably request. If any or all conditions precedent to making the Additional Loan have not been satisfied on the Conversion Date, Lender may, at its option, waive so many of such conditions precedent as it may elect (including the making of a request therefor by Borrower or Manager, if Borrower or Manager has not provided Lender the Extension Notice. To the extent Lender makes the Additional Loan, the making of Any default under the Additional Loan shall constitute a waiver default hereunder and an Event of such unsatisfied conditions, unless otherwise set forth in a written notice from Lender to BorrowerDefault.”
Appears in 1 contract
Samples: Loan and Security Agreement (Summit Semiconductor Inc.)
Additional Loan. Lender shall disburse The Borrower may, upon written request to the Agent, elect to request on a single occasion, within the 12 (twelve) months following the execution date of this Agreement (“Increase Term”), the granting of an additional loan (“Additional Loan as directed by Manager on the Conversion DateLoan”), in the up to a principal amount of USD$18,613,000.00 (if any) by which the Re-sized Amount exceeds the then unpaid Principal eighteen million six hundred thirteen thousand and 00/100 Dollars). Upon receipt of the Initial application for Additional Loan; provided , the following conditions precedent are satisfied:
(a) Borrower Agent shall execute and deliver to Lender offer it, (i) in the first instance, to each of the Creditors (and each of the Creditors will have the right, but not the obligation, to increase their respective Commitments, on a pro rata basis to the amount of the Loan they have at that time, by the total amount of the Additional Note and Loan); (ii) an amendment or supplement toin the second instance, and/or consolidation and modification ofwith respect to those amounts that have not been subscribed by the Creditors in the first instance, the MortgageAgent shall offer it to each of the Creditors that have decided to increase their respective Commitments pursuant to the foregoing, (iii) in the third instance, with respect to those amounts that have not been subscribed by the Creditors in the first and second instance, to certain financial institutions acceptable to the Agent (“Additional Creditors”). The Borrower acknowledges and agrees that the Creditors will have no obligation to the Borrower to extend any Additional Loan and that the Agent shall use only its best efforts to offer such Additional Loan among the Creditors and/or the Additional Creditors, as applicable, without the Agent being bound in any way to obtain funds for the granting of the Additional Loan. The Additional Loan, if any, shall be borrowed by the Borrower within the Borrowing Window, in one or more installments, in accordance with the Construction Programme and the Borrowing and Investment Schedule, provided that the requirements set forth in Clause Three, which will be referred to the Additional Loan, to the extent applicable, have been met in form and substance reasonably satisfactory acceptable to Lender the Agent and Managerthe Creditors on or prior to each proposed Borrowing Date. Additionally, confirming that the Mortgage secures the Loan (as increased by the Additional Loan);
(b) Borrower shall deliver to Lender an opinion of Borrower's counsel, Documents must be in form and substance satisfactory to Lender in its discretion, with respect to the due authorization, execution, delivery and enforceability of the Additional Note and such amendment or supplement to, and/or consolidation and modification of, the Mortgage and such other matters with respect thereto as are covered with respect to the Initial Note and the Mortgage in the opinion of Borrower's counsel being delivered on the date hereof;
(c) Both immediately prior to the making of the Additional Loan and also after giving effect thereto, no Default shall have occurred and be continuing;
(d) The representations and warranties made by Borrower and Manager in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of the making of the Additional Loan with the same full force and effect as if made on and as of such date;
(e) Borrower and Manager shall deliver to Lender an Officer's Certificate confirming the satisfaction of the conditions set forth in the foregoing clauses (c) and (d) applicable to Borrower or Manager, as the case may be;
(f) Lender shall have received (i) a notice of title continuation showing that since the date of the then most recent title continuation provided to Lender under the BLA, there has been no change in the state of title to the Property, and no survey exceptions with respect to the Property, not theretofore approved by Lender, together with other evidence satisfactory to Lender that no mechanic's Liens or other Liens have been filed and remain filed with respect to the Property which have not been insured over to Lender's satisfaction and which will not affect the priority of the Loan, any future Advances, or the Additional Loan and (ii) an endorsement to the Title Insurance Policy, which endorsement shall have the effect of (x) updating the date of the Title Insurance Policy to the date of the making of the Additional Loan and (y) increasing the coverage of the Title Insurance Policy by an amount equal to the Additional Loan;
(g) All fees and expenses payable to Lender, including the fees and expenses referred to in Sections 2.6 and 10.3, to the extent then due and payable, shall have been (or contemporaneously are being) paid in full, and all title premiums and other title and survey charges shall have been (or contemporaneously are being) paid in full; and
(h) Lender shall have received such other documents relating to the Additional Loan as Lender may reasonably request. If any or all conditions precedent to making the Additional Loan have not been satisfied on the Conversion Date, Lender may, at its option, waive so many of such conditions precedent as it may elect (including the making of a request therefor by Borrower or Manager, if Borrower or Manager has not provided Lender the Extension Notice. To the extent Lender makes the Additional Loan, the making of the Additional Loan shall constitute a waiver of such unsatisfied conditions, unless otherwise set forth in a written notice from Lender to Borrowereffect.
Appears in 1 contract
Samples: Loan Agreement With Mortgage Guarantee (Murano Global Investments LTD)
Additional Loan. Lender shall disburse Notwithstanding anything to the Additional Loan as directed by Manager on the Conversion Date, in the amount (if any) by which the Re-sized Amount exceeds the then unpaid Principal of the Initial Loan; provided the following conditions precedent are satisfied:
(a) Borrower shall execute and deliver to Lender (i) the Additional Note and (ii) an amendment or supplement to, and/or consolidation and modification ofcontrary, the Mortgage, in form and substance reasonably satisfactory --------------- Lender's commitment to Lender and Manager, confirming that the Mortgage secures the Loan (as increased by make the Additional Loan, or any advance thereunder, shall commence no sooner than May 1, 2001 and shall expire and be on no further force and effect on November 15, 2001 (the "Termination Date");
(b) . Borrower acknowledges and agrees that it shall deliver bear the sole risk and responsibility to Lender an opinion of Borrower's counsel, satisfy any and all conditions precedent set forth in form and substance satisfactory this Section 2.1 as to Lender in its discretion, with respect to the due authorization, execution, delivery and enforceability of the Additional Note and such amendment or supplement to, and/or consolidation and modification of, the Mortgage and such other matters with respect thereto as are covered with respect to the Initial Note and the Mortgage in the opinion of Borrower's counsel being delivered on the date hereof;
(c) Both immediately prior to the making of the Additional Loan and also after giving effect theretothat upon the Termination Date, no Default Lender shall have occurred and be continuing;
(d) The representations and warranties made by Borrower and Manager in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of the making of no further obligation to fund the Additional Loan including, without limitation, any Additional Loan that has been requested by Borrower in accordance with the same force and effect as if made on and as of such date;
(e) Borrower and Manager shall deliver to Lender an Officer's Certificate confirming the satisfaction this Section 2.1 but for which all of the conditions precedent set forth in the foregoing clauses (c) and (d) applicable to Borrower or Manager, as the case may be;
(f) Lender shall have received (i) a notice of title continuation showing that since the date of the then most recent title continuation provided to Lender under the BLA, there has been no change in the state of title to the Property, and no survey exceptions with respect to the Property, not theretofore approved by Lender, together with other evidence satisfactory to Lender that no mechanic's Liens or other Liens have been filed and remain filed with respect to the Property which have not been insured over to Lender's satisfaction and which will not affect the priority of the Loan, any future Advances, or the Additional Loan and (ii) an endorsement to the Title Insurance Policy, which endorsement shall have the effect of (x) updating the date of the Title Insurance Policy to the date of the making of the Additional Loan and (y) increasing the coverage of the Title Insurance Policy by an amount equal to the Additional Loan;
(g) All fees and expenses payable to Lender, including the fees and expenses referred to in Sections 2.6 and 10.3, to the extent then due and payable, shall have been (or contemporaneously are being) paid in full, and all title premiums and other title and survey charges shall have been (or contemporaneously are being) paid in full; and
(h) Lender shall have received such other documents relating to the Additional Loan as Lender may reasonably request. If any or all conditions precedent to making the Additional Loan this Section 2.1 have not been satisfied in full. The Additional Loan shall be subject to a review and determination by the Lender that for the twelve-month period immediately preceding the requested advance that Borrower, on the Conversion Datea consolidated basis, Lender may, at its option, waive so many has maintained an FCCR of such conditions precedent as it may elect (including the making of a request therefor greater than or equal to 1.20:1.00 both with respect to all business conducted by Borrower or Managerand a Total Debt to EBITDA of not more than 3.50:1.00 with respect to all business conducted by Borrower on a consolidated basis. Borrower acknowledges and agrees that the availability of the Additional Loans and the financial terms and conditions of said Additional Loans are and shall be subject to a review and reassessment by Lender, if of the credit quality of the Borrower or Manager has not provided as of said period in order for Lender the Extension Notice. To the extent Lender makes to make a determination as to whether Borrower's financial condition as of said date continues to qualify for the Additional Loan. Should the financial condition of Borrower change in any material negative or adverse respect as determined by Lender, the making of the Lender shall have no obligation to make an Additional Loan shall constitute a waiver of such unsatisfied conditions, unless otherwise set forth in a written notice from Lender to BorrowerLoan.
Appears in 1 contract
Samples: Loan and Security Agreement (Sizzler International Inc)
Additional Loan. (a) So long as no Default has occurred and is continuing, at any time prior to the Tranche B Maturity Date, the Borrower may request an additional commitment of up to an aggregate principal amount of $50,000,000 (the "Additional Loan Commitment"). No Lender or other -------------------------- Person shall disburse be obligated to provide any Additional Loan Commitment. The Administrative Agent shall assist and cooperate with (but shall not be obligated to provide an Additional Loan Commitment to) the Borrower in connection with obtaining the Additional Loan as directed by Manager Commitments. All Additional Loan Commitments will be issued on the Conversion Date, in the amount (if any) by which the Re-sized Amount exceeds the then unpaid Principal of the Initial Loan; provided the following conditions precedent are satisfied:
(a) Borrower shall execute and deliver to Lender (i) the Additional Note and (ii) an amendment or supplement to, and/or consolidation and modification of, the Mortgage, in form and substance reasonably satisfactory to Lender and Manager, confirming that the Mortgage secures the Loan (as increased by the Additional Loan);same date.
(b) Borrower The Administrative Agent, in consultation with the Borrower, will attempt to identify Persons to provide the Additional Loan Commitments (it being understood that all such Persons will be required to satisfy the criteria of a "Lender" hereunder). Additional Loan Commitments may, subject to the foregoing, be made by existing Lenders or new Lenders (each, an "Additional Lender") that ----------------- will be required to become a party to this Agreement in connection with the issuance of an Additional Loan Commitment. The aggregate amount of all Additional Loan Commitments shall deliver not exceed $50,000,000. The existing Lenders and the Additional Lenders which agree to Lender provide Additional Loan Commitments are collectively referred to herein as the "Tranche C Term Loan Lenders." ---------------------------
(c) The Additional Loan Commitments shall become effective upon the receipt by the Administrative Agent of an opinion of Borrower's counsel, agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower and by each Additional Loan Lender, setting forth the Additional Loan Commitments of such Tranche C Term Loan Lenders, the maturity, amortization and interest rates applicable to the Additional Loans and the agreement of each Additional Lender in its discretionto become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the due authorization, execution, delivery and enforceability of the Additional Note Loan Commitments and such amendment or supplement to, and/or consolidation and modification of, opinions of counsel for the Mortgage and such other matters with respect thereto as are covered Borrower with respect to the Initial Note and the Mortgage in the opinion of Borrower's counsel being delivered on the date hereof;
(c) Both immediately prior to the making of the Additional Loan Commitments and also after giving effect thereto, no Default shall have occurred and be continuing;
(d) The representations and warranties made by Borrower and Manager in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of the making of the Additional Loan with the same force and effect as if made on and as of such date;
(e) Borrower and Manager shall deliver to Lender an Officer's Certificate confirming the satisfaction of the conditions set forth in the foregoing clauses (c) and (d) applicable to Borrower or Manager, agreements as the case may be;
(f) Lender shall have received (i) a notice of title continuation showing that since the date of the then most recent title continuation provided to Lender under the BLA, there has been no change in the state of title to the Property, and no survey exceptions with respect to the Property, not theretofore approved by Lender, together with other evidence satisfactory to Lender that no mechanic's Liens or other Liens have been filed and remain filed with respect to the Property which have not been insured over to Lender's satisfaction and which will not affect the priority of the Loan, any future Advances, or the Additional Loan and (ii) an endorsement to the Title Insurance Policy, which endorsement shall have the effect of (x) updating the date of the Title Insurance Policy to the date of the making of the Additional Loan and (y) increasing the coverage of the Title Insurance Policy by an amount equal to the Additional Loan;
(g) All fees and expenses payable to Lender, including the fees and expenses referred to in Sections 2.6 and 10.3, to the extent then due and payable, shall have been (or contemporaneously are being) paid in full, and all title premiums and other title and survey charges shall have been (or contemporaneously are being) paid in full; and
(h) Lender shall have received such other documents relating to the Additional Loan as Lender Administrative Agent may reasonably request. If any So long as no Default is in existence or all conditions precedent to making would result therefrom, the Borrower may borrow once in a single draw under the Additional Loan Commitments by following the procedures with respect to Credit Events set forth herein (each such loan made by an Additional Loan Lender, a "Tranche C Term Loan"). The ------------------- Tranche C Term Loans shall have not been satisfied on a final maturity no earlier than the Conversion Date, Lender may, at its option, waive so many of Tranche B Term Loans (any such conditions precedent as it may elect (including the making of a request therefor by Borrower or Manager, if Borrower or Manager has not provided Lender the Extension Notice. To the extent Lender makes the Additional Loandate, the making "Tranche C Maturity Date") and none of the Additional Loan terms ----------------------- of the Tranche C Term Loans shall constitute a waiver of such unsatisfied conditions, unless otherwise set forth in a written notice from Lender be more favorable to Borrowerthe Lenders thereof than the terms applicable to the Tranche B Term Loans.
Appears in 1 contract
Samples: Credit Agreement (Applied Power Inc)
Additional Loan. Prior to the Facility Termination Date, the Borrower shall have the right, subject to the terms and conditions set forth below, to borrow one additional term loan (the "Additional Loan") from one or more existing Lenders (provided that no Lender shall disburse be required to make all or any portion of the Additional Loan as directed without its prior written consent, which consent is to be given in each Lender's sole discretion) and/or one or more institutions that are not existing Lenders but are approved by Manager on the Conversion Date, in Agent and the amount (if any) by which the Re-sized Amount exceeds the then unpaid Principal of the Initial LoanBorrower; provided the following conditions precedent are satisfied:
that (a) Borrower no Unmatured Default or Default shall execute and deliver to Lender (i) exist either at the Additional Note and (ii) an amendment or supplement to, and/or consolidation and modification of, the Mortgage, in form and substance reasonably satisfactory to Lender and Manager, confirming that the Mortgage secures the Loan (as increased by the Additional Loan);
(b) Borrower shall deliver to Lender an opinion of Borrower's counsel, in form and substance satisfactory to Lender in its discretion, with respect to the due authorization, execution, delivery and enforceability time of the Additional Note and such amendment request or supplement to, and/or consolidation and modification of, the Mortgage and such other matters with respect thereto as are covered with respect to the Initial Note and the Mortgage in the opinion of Borrower's counsel being delivered on the date hereof;
(c) Both immediately prior to the making of the Additional Loan and also after giving effect thereto, no Default shall have occurred and be continuing;
(d) The representations and warranties made by Borrower and Manager in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of or will result from the making of the Additional Loan), (b) the Additional Loan with the same force shall be in a minimum amount of $10,000,000 (and effect as if made on and as in integral multiples of such date;
(e) Borrower and Manager shall deliver to Lender an Officer's Certificate confirming the satisfaction of the conditions set forth $1,000,000 in the foregoing clauses excess thereof), (c) and (d) applicable the Additional Loan may only be made subsequent to Borrower or Manager, as the case may be;
(f) Lender shall have received (i) a notice of title continuation showing that since the date of that is ninety (90) days after the then most recent title continuation provided to Lender under Effective Date and shall neither mature earlier than six (6) months after the BLAFacility Termination Date nor have, there has been no change in the state of title to the Property, and no survey exceptions with respect to the Propertyamortization schedule, not theretofore approved by Lender, together with other evidence satisfactory to Lender that no mechanic's Liens or other Liens have been filed and remain filed with respect to an "average life" shorter than the Property which have not been insured over to Lender's satisfaction and which will not affect the priority remaining amortization schedule of the LoanTerm Loans, any future Advances, or (d) the Additional Loan and (ii) an endorsement to the Title Insurance Policy, which endorsement shall have the effect of (x) updating the date be in a maximum amount of the Title Insurance Policy to difference between $250,000,000 and the date outstanding principal amount of the Term Loans at the time of the making of the Additional Loan and (ye) increasing this Agreement and any other Loan Document will be amended to incorporate the coverage Additional Loan and reflect that, among other things, the Additional Loan shall constitute Obligations and shall be pari passu with the Terms Loans and such amendment shall reflect the pricing, maturity and amortization of the Title Insurance Policy Additional Loan and such other terms concerning the Additional Loan as required by an amount equal the Agent and the Lenders who agree to make the Additional Loan;
(g) All fees ; provided that if the terms of the Additional Loan are not similar to the terms of the Revolving Loans and expenses payable to LenderTerm Loans, including the fees Borrower agrees, at the request of the Agent and expenses referred to in Sections 2.6 and 10.3the Required Lenders, to the extent then due and payable, shall have been (or contemporaneously are being) paid in full, and all title premiums further amend this Agreement and other title and survey charges shall have been (or contemporaneously are being) paid in full; and
(h) Lender shall have received Loan Documents to cause such other documents relating terms applicable to the Additional Loan as Lender may reasonably request. If any or all conditions precedent selected by the Agent and the Required Lenders to making become applicable to the Additional Loan have not been satisfied on the Conversion Date, Lender may, at its option, waive so many of such conditions precedent as it may elect (including the making of a request therefor by Borrower or Manager, if Borrower or Manager has not provided Lender the Extension Notice. To the extent Lender makes the Additional Loan, the making of the Additional Loan shall constitute a waiver of such unsatisfied conditions, unless otherwise set forth in a written notice from Lender to BorrowerRevolving Loans and Term Loans.
Appears in 1 contract
Samples: Credit Agreement (Omnicare Inc)
