Additional Loans. (a) At any time after the First Closing, but prior to the Maturity Date or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect to such increase, the amount of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder. (b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 5 contracts
Samples: Senior Secured Credit Facility Agreement (Pacific Ventures Group, Inc.), Senior Secured Credit Facility Agreement (Sack Lunch Productions Inc.), Senior Secured Credit Facility Agreement (Drone USA Inc.)
Additional Loans. (a) At Administrative Agent shall not make any time after Revolving Loans or provide any Letter of Credit Accommodations to Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the First Closing, but prior aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to the Maturity Date or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect to such increase, exceed the amount of the aggregate outstanding principal balance Loans available to Borrower as of such time based on the lending formulas set forth in Section 2.1(a), without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to Borrower to exceed the amount of the Loans available to Borrower as of such time based on the lending formulas set forth in Section 2.1(a), as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the amount of the Loans available to Borrower as of such time based on the lending formulas set forth in Section 2.1.(a) shall not be in excess exceed the amount equal to $10,000,000 outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the total principal amount of the maximum amount Revolving Loans and Letter of credit available under this Agreement; (iv) Lender shall have reviewed Credit Accommodations to exceed the Maximum Credit and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each without the consent of the Credit Parties thatall Lenders, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to Administrative Agent shall not make any such Additional additional Revolving Loans or Letter of Credit Accommodations more than sixty (60) days from the date of the first such additional Revolving Loans or Letter of Credit Accommodations. Each Lender shall be obligated to pay Administrative Agent the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any amount of its agents Pro Rata Share of any such additional Revolving Loans or representatives, or based on any expectation by any Letter of Credit Accommodations provided that Administrative Agent is acting in accordance with the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each terms of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loansthis Section 12.8.
Appears in 3 contracts
Samples: Loan and Security Agreement (Ulta Beauty, Inc.), Loan and Security Agreement (Ulta Salon, Cosmetics & Fragrance, Inc.), Loan and Security Agreement (Ulta Salon, Cosmetics & Fragrance, Inc.)
Additional Loans. (a) At any time after the First Closing, but prior to the Maturity Date or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans No Loan shall be subject made nor shall any Letter of Credit be provided to Lender’s prior written approval, any Borrower intentionally and Lender shall have with actual knowledge that such Loan or Letter of Credit would cause the absolute right Total Outstandings to withhold, deny or condition approval exceed the lesser of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no the Borrowing Base and (ii) the Aggregate Commitment (such excess, an “Overadvance”), without the prior consent of all of the Lenders, except, that, notwithstanding anything to the contrary contained herein and unless its authority has been revoked in writing by the Required Lenders or an Event of Default shall have occurred or and be continuing; continuing (ii) Borrower shall have executed and delivered other than as a new or revised Promissory Note; (iii) after giving effect to result of such increaseOveradvance), the amount Administrative Agent may require the Lenders to honor requests for such additional Loans or the Issuing Lender may provide such additional Letters of Credit, intentionally and with actual knowledge that such Loans or Letters of Credit will cause an Overadvance, as the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, Administrative Agent may deem necessary or advisable in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred provided that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.:
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation the aggregate principal amount of all additional Loans and additional Letters of Credit to any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, Borrower that Additional Loans beyond the Initial Loan would may be made or provided after obtaining such actual knowledge of such Overadvance shall not exceed the Effective Datelesser of (A) five percent (5%) of the Aggregate Commitment and (B) $10,000,000;
(ii) the sum of (A) the aggregate outstanding principal amount of the Loans and Letters of Credit (including the additional Loans and additional Letters of Credit made pursuant to this Section 2.8(a)), plus (B) the amount of Special Agent Advances made pursuant to Section 2.8(b) then outstanding, shall not exceed the Aggregate Commitment; and and
(iii) no such additional Loan or Letter of Credit shall be outstanding more than forty-five (45) days after the date such additional Loan or Letter of Credit is made or issued (as the case may be), in each case, except as the Required Lenders may otherwise agree. Each Lender shall provide the amount of its Pro Rata Share of any such additional Loans or Letters of Credit pursuant to the terms of this Agreement. Such additional Loans and Letters of Credit Parties hereby fully and unconditionally waives shall bear interest at the interest rate then applicable to Base Rate Loans (including any and all claimsDefault Rate, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loansif then applicable).
Appears in 2 contracts
Samples: Loan and Security Agreement (ADS Tactical, Inc.), Loan and Security Agreement (ADS Tactical, Inc.)
Additional Loans. (a) At any time after the First Closing, but prior to the Maturity Date or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans No Loan shall be subject made nor shall any Letter of Credit be provided to Lender’s prior written approval, any Borrower intentionally and Lender shall have with actual knowledge that such Loan or Letter of Credit would cause the absolute right Total Outstandings to withhold, deny or condition approval exceed the lesser of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed the Borrowing Base and delivered a new or revised Promissory Note; (iii) after giving effect to such increase, the amount of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promiseAggregate Commitment (such excess, express or impliedan “Overadvance”), without the prior consent of all of the Lenders, except, that, notwithstanding anything to the contrary contained herein and unless its authority has been revoked in writing by Lender the Required Lenders, the Administrative Agent may require the Lenders to honor requests for such additional Loans or any Issuing Bank may provide such additional Letters of Credit intentionally and with actual knowledge that such Loans or Letters of Credit will cause an Overadvance, as the Administrative Agent may deem necessary or advisable in its agents or representatives, or based on any expectation by any discretion; provided that:
(i) the sum of (i) the aggregate principal amount of the additional Loans or additional Letters of Credit Parties, to any Borrower that Additional Loans beyond the Initial Loan would may be made or provided after obtaining such actual knowledge of such Overadvance plus (ii) the Effective Dateamount of Special Agent Advances made pursuant to Section 2.8(b) then outstanding, shall not exceed an aggregate amount equal to the lesser of (x) ten percent (10%) of the Aggregate Commitment and (y) $60,000,000;
(ii) the sum of (i) the aggregate outstanding principal amount of the Loans and Letters of Credit (including the additional Loans and additional Letters of Credit made pursuant to this Section 2.8(a)), plus (ii) the amount of Special Agent Advances made pursuant to Section 2.8(b) then outstanding, shall not exceed the Aggregate Commitment; and and
(iii) no such additional Loan or Letter of Credit shall be outstanding more than forty-five (45) days after the date such additional Loan or Letter of Credit is made or issued (as the case may be), in each case, except as the Required Lenders may otherwise agree. Each Lender shall provide the amount of its Pro Rata Share of any such additional Loans or Letters of Credit pursuant to the terms of this Agreement, which Loans and Letters of Credit Parties hereby fully shall bear interest at the same applicable rates for other Loans and unconditionally waives any and all claims, counterclaims, and defenses any Letters of them may have based on any argument that Lender had any obligation Credit made or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loansprovided hereunder.
Appears in 2 contracts
Samples: Loan and Security Agreement (Mohawk Industries Inc), Loan and Security Agreement (Mohawk Industries Inc)
Additional Loans. So long as no Event of Default or Unmatured Event of Default exists or would result therefrom, any Bank may increase the amount of its Loan by making an additional advance to the Company (it being understood that no Bank shall have any obligation to make any such additional advance) or any other Person may make a loan to the Company hereunder (any such additional advance by an existing Bank or loan by a Person that is not a Bank, an “Additional Loan”); provided that (a) At no Person shall be added as a party hereto without the written consent of the Administrative Agent and the Lead Arrangers (which consents shall not be unreasonably withheld); (b) in no event shall the aggregate amount of all Additional Loans pursuant to this Section 2.6 exceed $75,000,000; and (c) the aggregate amount of all Additional Loans made on any date shall not be less that $15,000,000. Any Additional Loan shall be made three Business Days (or such other period of time as may be agreed upon by the Company, the Administrative Agent and the Bank or other Persons making such Additional Loan) after the First Closingdate on which the Administrative Agent has (i) received evidence that the Board of Directors of the Company has authorized the borrowing of such Additional Loan and (ii) received and accepted a letter in the form of Annex I to Exhibit E (in the case of an Additional Loan to be made by a Bank) or Annex II to Exhibit E-2 (in the case of an Additional Loan to be made by a Person that will become a Bank upon the making of such Loan). Any Additional Loan shall be pari passu in all respects with the original Loans made hereunder. The Administrative Agent shall promptly notify the Banks of the making of any Additional Loan pursuant to this Section 2.6 and of the Percentage of each Bank after giving effect thereto. The Company acknowledges that, but prior in order to the Maturity Date or earlier termination of this Agreementmaintain Groups in accordance with each Bank’s Percentage, the Borrower may request that Lender make making of Additional Loans hereunder at Additional Closings by written notice to Lender. Any may require conversion of portions of one or more Groups of Eurodollar Tranches on the date of the making of such Additional Loans (and any such conversion shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval provisions of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect to such increase, the amount of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderSection 8.4).
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 2 contracts
Samples: First Amendment and Waiver (Regal Beloit Corp), Term Loan Agreement (Regal Beloit Corp)
Additional Loans. (a) At The Borrower shall have the right at any time after and from time to time on not more than 2 different occasions during the First Closing, period from the Effective Date to but prior excluding the second anniversary of the Effective Date to the Maturity Date or earlier termination of this Agreement, the Borrower may request that Lender make Additional additional Loans hereunder at Additional Closings by providing written notice to Lender. Any such Additional Loans the Administrative Agent, which notice shall be subject irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of all Loans hereunder shall not exceed $100,000,000. Each such increase in the Loans must be in the aggregate minimum amount of $20,000,000 and integral multiples of $1,000,000 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 such increase and the allocations of the additional Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders, such Lenders and allocations to be mutually agreed upon by Administrative Agent and the Borrower and any approval of a Lender or allocation suggested by the one shall not be unreasonably withheld, conditioned or delayed by the other. Each Lender’s prior written approval, and Lender increase of the principal amount of its Loan or decision to provide a new Loan shall have the absolute right to withhold, deny or condition approval of any be made in such requests for any such Additional Loans in Lender’s sole and absolute discretion, howeverand no Lender shall be obligated in any way whatsoever to increase the principal amount of its Loan or provide a new Loan, at and any new Lender becoming a minimum, party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions must precedent: (x) no Default or Event of Default shall be satisfiedin existence on the effective date of such increase, (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 (except in the case of a representation or warranty qualified by materiality, in Lender’s sole which case such representation or warranty shall be true and absolute discretioncorrect in all 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 (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) no Event if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of Default shall have occurred (A) all partnership or be continuingother necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower shall have executed and delivered a new or revised Promissory Notethe Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) after giving effect except in the case of any Lender that has notified the Administrative Agent in writing that it elects not to such increasereceive a Note, new 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 amount of the aggregate outstanding principal balance amount of all such Lender’s Loans shall not be in excess at the time of the maximum effectiveness of the applicable increase in the aggregate amount of credit available under the Loan. In connection with any increase in the aggregate amount of the Loans pursuant to this Agreement; (iv) Section 2.14. any Lender becoming a party hereto shall have reviewed execute such documents and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower Administrative Agent may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderreasonably request.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 2 contracts
Samples: Term Loan Agreement (Broadstone Net Lease Inc), Term Loan Agreement (Broadstone Net Lease Inc)
Additional Loans. (a) At any time after If the First Closing, but prior HF Managing Member determines in the exercise of its reasonable business judgment that additional capital is needed as a result of construction cost overruns relative to the Maturity Date construction of the Project on the Development Parcel (which specifically excludes increased construction costs due to change orders requested by Skechers and approved by the landlord under the Lease, or earlier termination resulting from the acts or omissions of this AgreementSkechers under the Lease), the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice which cannot be funded from Available Cash or obtained through financing (or which are impractical to Lender. Any be obtained through financing), such Additional Loans capital shall be subject loaned to Lender’s prior written approvalthe Company by HF (or its Affiliate), and Lender such amounts shall have be considered an increase in the absolute right HF Loan (which amounts shall then be immediately contributed by the Company to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretionthe T1 Subsidiary); provided, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no that cost overruns resulting from an Event of Default shall have occurred by HF under this Agreement or be continuing; a default by the Development Manager under the Development Management Agreement, or which involves the gross negligence, fraud or willful misconduct of HF (iior its Affiliate) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect to such increase, the amount of the aggregate outstanding principal balance of all Loans shall not be considered an increase in excess the HF Loan. If additional capital is needed to perform the Company’s or Subsidiary’s obligation under the Lease to pay or reimburse Skechers for the costs of storage of Skechers’ property, such capital shall be funded by HF (or its Affiliate), at its own expense, and such amount shall not be considered income of the maximum Company or any Subsidiary, or a loan or a Capital Contribution to the Company or any Subsidiary, or an increase in the HF Loan or an increase in HF’s Capital Account.
(b) If the HF Managing Member determines in the exercise of its reasonable business judgment that additional capital is needed as a result of increased construction costs due to change orders requested by Skechers and approved by the landlord under the Lease, or resulting from the acts or omissions of Skechers under the Lease, then such capital shall be loaned to the Company by Skechers (or its Affiliate) (which amounts shall then be immediately contributed by the Company to the T1 Subsidiary); and shall be considered an increase in the Skechers Loan, but such increase shall not exceed One Million Dollars ($1,000,000), and any excess shall be paid by Skechers as its own expense, and such amount shall not be considered income of credit available the Company or any Subsidiary, or a loan or a Capital Contribution to the Company or any Subsidiary, or part of the Skechers Loan, or an Additional Capital Contribution by Skechers. Provided, however, that any increased construction costs resulting from acts or omissions of Skechers (or its Affiliate) which constitute an Event of Default by Skechers under this AgreementAgreement or a default by Skechers Parent under the Lease, or which involves gross negligence, fraud or willful misconduct of Skechers or Skechers Parent (or their Affiliates) shall not be considered an increase in the Skechers Loan; (iv) Lender shall have reviewed and acceptedprovided, in its sole and absolute discretionfurther that to the extent that the Skechers Loan is increased as a result of the foregoing, the revenues, income, Collateral, and other financial or other underwriting criteria required for Base Rent under the increase; and (v) Lender Lease shall have received any and all documents or agreements as it shall require be increased proportionately by the ratio that the increase in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject the Skechers Loan bears to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” total Project Costs (as such term is defined in the Development Management Agreement). The HF Managing Member shall not unreasonably withhold its consent to any change order requested by Skechers Parent if Skechers funds the entire cost of such change order (including any resulting increases in the Project Costs). If there is a dispute as to whether the refusal of the Loan Documents) shall have occurred or be continuing under this Agreement or HF Managing Member to give its consent to any other Loan Documents, and no event shall have occurred that, with the passage of timechange order proposed by Skechers is reasonable, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereundermatter shall be submitted to expedited arbitration in accordance with Article 15.
(bc) It If there is expressly agreed and acknowledged by each any dispute regarding the reasonableness of the Credit Parties thatdetermination by the HF Managing Member that additional capital is required under Section 6.8(a) or (b), notwithstanding that this Agreement provides for such dispute shall be submitted to expedited arbitration as set forth in Article 15. During the opportunity for Additional Loans as hereby provided: (i) Lender pendency of such arbitration, even though the Member who has no obligation of any nature or kind whatsoever failed to make any such Additional Loans additional loan to the Credit Parties; (ii) Company shall not be deemed to be in default under this Agreement, the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of other Member may elect to loan to the Credit Parties, that Additional Loans beyond Company the Initial Loan would be made or provided after amount which the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaimsother Member failed to loan, and defenses if it is determined through arbitration that the required additional loan was not reasonable, then the amount loaned by the other Member (to the extent of any of them may have based on any argument that Lender had any obligation or otherwise promised amount which was not determined to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loansbe reasonable) shall not bear interest.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Skechers Usa Inc), Limited Liability Company Agreement (Skechers Usa Inc)
Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; (ii) , the Borrower shall have executed the right during the period from the Effective Date until the date one Business Day prior to the Termination Date, to increase the aggregate amount of the Revolving Credit Facility (each an "Increase in Commitment") and delivered to incur additional Debt under this Agreement in the form of one or more increases in the aggregate Revolving Credit Commitments by an aggregate amount of up to $75,000,000. The following terms and conditions shall apply to all Increases in Commitment: (a) the loans made under any such Increase in Commitment shall constitute Revolving Credit Advances, (b) such Increase in Commitment shall have the same terms (including interest rate) as the existing Revolving Credit Commitments, (c) any such Increase in Commitment shall be entitled to the same voting rights as the existing Revolving Credit Commitments and shall be entitled to receive proceeds of prepayments on the same basis as existing Revolving Credit Commitments, (d) any such Increase in Commitment shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Increase in Commitment shall be in a new minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof, (f) the proceeds of any Increase in Commitment will be used in accordance with Section 2.14, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Increase in Commitment, (h) the conditions to Advances in Section 3.02 shall have been satisfied, (i) the Administrative Agent shall have received such legal opinions from counsel to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent reasonably shall request, (j) the Administrative Agent shall have received such amendments to the Loan Documents, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent shall request and (k) the Administrative Agent shall have received from the Borrower an officer's certificate, in form and substance satisfactory to the Administrative Agent, demonstrating that, at the time of any such Increase in Commitment, no Default or revised Promissory Note; Event of Default shall exist. Participation in any Increase in Commitment shall be offered first to each of the existing Lenders, but no such Lender shall be required to provide all or any portion of any such Increase in Commitment. If the amount of any Increase in Commitment requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Increase in Commitment, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Agreement as Lenders hereunder for the portion of such Increase in Commitment not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The existing Lenders shall make such assignments (iiiwhich assignments shall not be subject to the requirements set forth in Section 8.07) of the outstanding Advances and participation interests in Advances and Letters of Credit to the Lenders providing any Increase in Commitment so that, after giving effect to such increaseassignments, each Lender (including the amount Lenders providing the Increase in Commitment) will hold Advances and participation interests in Advances and Letters of Credit equal to its Pro Rata Share of all outstanding Advances and participation interests in Advances and Letters of Credit. The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and acceptedLenders, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject amendment to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with Document as may be necessary to incorporate the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation terms of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may Increase in any way imply an obligation upon Lender to make such Additional LoansCommitment.
Appears in 2 contracts
Samples: Credit Agreement (Esterline Technologies Corp), Credit Agreement (Esterline Technologies Corp)
Additional Loans. The Borrower shall have the right at any time and from time to time during the period beginning on the Closing Date to request additional Loans by providing written notice to the Administrative Agent; provided, however, that after giving effect to any such increases the aggregate amount of the Loans shall not exceed $500,000,000. Each such increase in the Loans must be an aggregate minimum amount of $15,000,000 and integral multiples of $10,000,000 in excess thereof (or such lesser amounts as may be agreed to by the Administrative Agent and the Borrower). The Administrative Agent shall promptly notify each Lender upon receipt of any such notice from the Borrower. Each Lender shall notify the Administrative Agent within 5 Business Days after receipt of the Administrative Agent’s notice whether such Lender wishes to provide an additional Loan and if so, the maximum principal amount of the Loan such Lender is willing to provide. If a Lender fails to deliver any such notice to the Administrative Agent within such time period, then such Lender shall be deemed to have declined to provide an additional Loan. If the aggregate principal amount of the additional Loans the Lenders are willing to provide is less than the aggregate principal amount of additional Loans requested by the Borrower, then the Administrative Agent, in consultation with the Borrower, may approach other banks, financial institutions and other institutional lenders regarding providing additional Loans. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the 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 such increase and the allocations of the increase in the 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 increase the principal amount of its Loan or provide a new Loan, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions precedent: (x) no Default shall be in existence on the effective date of such increase, (y) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) on and as of the effective date of such increase except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections (a) At any time after the First Closing, but prior and (b) of Section 5.05 shall be deemed to refer to the Maturity Date or earlier termination most recent statements furnished pursuant to clauses (a) and (b), respectively, of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approvalSection 6.01, and Lender (z) the Administrative Agent shall have received each of the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfiedfollowing, in Lender’s sole form and absolute discretionsubstance reasonably satisfactory to the Administrative Agent: (i) no Event if not previously delivered to the Administrative Agent, copies certified by a Responsible Officer of Default shall have occurred or be continuing(A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect to such increase, the amount of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, CollateralGuarantors, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject addressed to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender Administrative Agent and the Borrower may mutually agree. Borrower may only request Additional Loans ifLenders covering such matters as reasonably requested by the Administrative Agent (it being acknowledged that an opinion in substantially the same form as the opinion delivered on the Closing Date shall be sufficient to satisfy this condition), in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each new 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 which event, the applicable existing Lender(s) shall return the applicable existing Note(s) to the Borrower, marked “cancelled” or “superseded”), in the principal amount of such Lender’s aggregate Loan at the time of the Credit Parties hereby fully effectiveness of the applicable increase in the aggregate principal amount of the Loans. In connection with any increase in the aggregate principal amount of the Loans pursuant to this Section, any Lender becoming a party hereto shall execute such documents and unconditionally waives any and all claims, counterclaims, and defenses any of them agreements as the Administrative Agent may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loansreasonably request.
Appears in 2 contracts
Samples: Term Loan Agreement (Tanger Properties LTD Partnership /Nc/), Term Loan Agreement (Tanger Properties LTD Partnership /Nc/)
Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; , the Borrower shall have the right during the period from the Closing Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness (the “Additional Loans”) under this Credit Agreement in the form of one or more increases to the Aggregate Revolving Committed Amount by an aggregate amount of up to $500,000,000. The following terms and conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (d) any such Additional Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Loan shall be in a minimum principal Dollar Amount (determined as of the most recent Revaluation Date) of $50,000,000 and integral multiples of $5,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used in accordance with Section 3.13, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans and (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied. The Borrower may invite existing Lenders or other banks, financial institutions and investment funds that are not Lenders and that are reasonably acceptable to the Administrative Agent and that would satisfy the same criteria that would be required for such bank, financial institution or investment fund to be an “Eligible Assignee” to join this Credit Agreement as Lenders to provide any Additional Loans, provided (i) no existing Lender shall have any obligation to provide all or any portion of any such Additional Loan and (ii) such other banks, financial institutions and investment funds that are not existing Lenders shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request and shall have executed thereafter be deemed to be Lenders. The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Sections 10.6(c) or 10.6(e)) of the outstanding Loans (excluding Competitive Loans) and delivered a new or revised Promissory Note; (iii) Participation Interests to the Lenders providing any Additional Loan so that, after giving effect to such increaseassignments, each Lender (including the amount Lenders providing the Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations (and accordingly the Borrower shall pay any additional amounts required pursuant to Section 2.17). The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under Lenders, any amendment to this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Credit Agreement or any other Loan Documents, and no event shall have occurred that, Credit Document consistent with this Section 2.5 as may be necessary to incorporate the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation terms of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 2 contracts
Samples: Credit Agreement (Hyatt Hotels Corp), Credit Agreement (Hyatt Hotels Corp)
Additional Loans. (a) At any time after the First Closing, but prior to the Final Maturity Date Date, (i) any Borrower shall have the right to request an increase in the amount of the Loan Commitments then in effect under this Agreement for such Borrower (each, an “Increased Commitment”) or earlier termination (ii) any Additional Borrower shall have the right to request commitments of this Agreement, the Borrower may request that Lender make Additional Loans hereunder (each, an “Additional Commitment”), in each case by providing at Additional Closings by least thirty (30) days prior written notice to Lender. Any such Additional Loans the Facility Agent, which notice shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretionirrevocable once given; provided, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) that after giving effect to all such increaseIncreased Commitments and/or Additional Commitments, the aggregate amount of all Loan Commitments shall not cause the aggregate outstanding principal balance relevant Borrower to breach the financial covenants set forth in Section 6.10. The Facility Agent shall promptly notify each Lender of any such request. No Lender shall be obligated in any way whatsoever to provide any Increased Commitment or Additional Commitment, provided that the existing Lenders shall be given the initial opportunity (in such time period as the Facility Agent may reasonably determine) to provide Increased Commitments or Additional Commitments, and if more than one existing Lender desires to provide Increased Commitments or Additional Commitments, then the Increased Commitments or Additional Commitments, as the case may be, shall be provided on a pro rata basis based on the respective Commitments of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and acceptedsuch existing Lenders that so desire to provide such Increased Commitments or Additional Commitments. If, in its sole and absolute discretionthe case of any Increased Commitments, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) a new Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject becomes a party to the satisfaction (or waiver) of the terms and conditions of this Agreement, or if any existing Lender agrees to provide any such Increased Commitment, such Lender shall make on the date it becomes a Lender hereunder (or in the case of an existing Lender, provides such Additional Increased Commitment) (and as a condition thereto) purchase from the other Lenders its applicable proportionate share or (in the case of an increasing Lender), the increase in its applicable proportionate share (determined with respect to the Lenders’ relative Commitments and after giving effect to the Increased Commitments), of any outstanding Loans made under such Commitments, by making available to the Facility Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (x) the portion of the outstanding principal amount of such Loans to Borrower in be purchased by such amounts Lender plus (y) interest accrued and at unpaid to and as of such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as date on such term is defined in any portion of the Loan Documents) outstanding principal amount of such Loans. The Borrowers shall have occurred or pay to the Lenders amounts payable, if any, to such Lenders under Section 2.13 as a result of the purchase of any such Loans (which purchases shall be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage deemed prepayments for purposes of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderSection 2.13).
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that No Increased Commitment or Additional Commitment may be effected under this Agreement provides for the opportunity for Additional Loans as hereby provided: Section 2.03 if (i) a Default or Event of Default shall be in existence on the effective date of such Increased Commitment or Additional Commitment, or (ii) any representation or warranty made or deemed made by Guarantor or any Borrower in any Loan Document to which such Guarantor or Borrower is a party is not (or would not be) true or 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 accurate in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder.
(c) In connection with any Increased Commitment or Additional Commitment effected pursuant to this Section 2.03, (i) any Lender has no obligation becoming a party hereto shall execute such documents and agreements as the Facility Agent may reasonably request and (ii) each Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender providing an Increased Commitment or Additional Commitment, receives new or replacement Notes, as appropriate, in the amount of such Lender’s Commitment at the time of the effectiveness of the Increased Commitment or Additional Commitment.
(d) Notwithstanding anything contained in this Section 2.03 to the contrary, any nature Increased Commitment or kind whatsoever Additional Commitment effected pursuant to make any such this Section 2.03 shall be subject to (i) prior approval of all Lenders, unless the Increased Commitment or Additional Commitment shall be for Loans to the Credit Parties; be made available to either Equinix Singapore or Equinix Japan, and (ii) the Credit Parties did not enter into this Agreement based on payment of any promise, express fees or implied, charges mutually agreed by the relevant Borrower and the relevant Lender for the provision of such Increased Commitment or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional LoansCommitment.
Appears in 2 contracts
Samples: Facility Agreement, Facility Agreement (Equinix Inc)
Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred and be continuing or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) result after giving effect to such increaseAdditional Loans, the Borrower shall have the right during the period from the Bridge Facility Termination Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness (the “Additional Loans”) under this Credit Agreement in the form of one or more increases to the Aggregate Revolving Committed Amount by an aggregate amount of up to $500,000,000. The following terms and conditions shall apply to all Additional Loans: (a) the aggregate outstanding principal balance loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of all Loans prepayments on the same basis as comparable Loans, (d) any such Additional Loan shall not be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Loan shall be in excess a minimum principal Dollar Amount (determined as of the maximum amount most recent Revaluation Date) of credit available $50,000,000 and integral multiples of $5,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used in accordance with Section 3.13, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans and (h) the representations and warranties made by the Borrower herein or in any other Credit Document or which are contained in any certificate furnished at any time under or in connection herewith or therewith shall be true and correct in all material respects on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date). The Borrower may invite existing Lenders or other banks, financial institutions and investment funds that are not Lenders and that are reasonably acceptable to the Administrative Agent and that would satisfy the same criteria that would be required for such bank, financial institution or investment fund to be an “Eligible Assignee” to join this Agreement; Credit Agreement as Lenders to provide any Additional Loans, provided (ivi) no existing Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial any obligation to provide all or other underwriting criteria required for the increase; any portion of any such Additional Loan and (vii) Lender such other banks, financial institutions and investment funds that are not existing Lenders shall have received any and all documents or enter into such joinder agreements to give effect thereto as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender Administrative Agent and the Borrower may mutually agreereasonably request and shall thereafter be deemed to be Lenders. Borrower may only request Additional Loans if, The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Lender’s sole and absolute discretion, no default Sections 10.6(c) or “Event of Default” (as such term is defined in any 10.6(e)) of the outstanding Loans (excluding Competitive Loans) and Participation Interests to the Lenders providing any Additional Loan Documentsso that, after giving effect to such assignments, each Lender (including the Lenders providing the Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations (and accordingly the Borrower shall have occurred or be continuing under pay any additional amounts required pursuant to Section 2.17). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Loan Documents, and no event shall have occurred that, Credit Document consistent with this Section 2.5 as may be necessary to incorporate the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation terms of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 2 contracts
Samples: Credit Agreement (Hyatt Hotels Corp), Credit Agreement (Hyatt Hotels Corp)
Additional Loans. (a) At The Borrower shall have the right at any time after and from time to time during the First Closing, but prior period beginning on the Closing Date to the Maturity Date or earlier termination of this Agreement, the Borrower may to request that Lender make Additional additional Loans hereunder at Additional Closings by providing written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretionAdministrative Agent (an “Increase Request”); provided, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) that after giving effect to any such increases, the aggregate amount of the Loans shall not exceed $500,000,000 (as reduced by any payments of the principal amount of the Facility). Each such Increase Request must be an aggregate minimum amount of $5,000,000 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 increase in the 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 such increase, and the amount allocations of the aggregate outstanding principal balance of all Loans shall not be in excess increase, among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery of the maximum amount Increase Request to the Administrative Agent, the Borrower shall enter into an engagement letter with the Administrative Agent governing, among other things, the syndication of credit available under such increase, and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Loans made pursuant to this Agreement; (iv) Lender Section shall be regarded as Loans hereunder and accordingly shall have reviewed and acceptedthe same maturity date as, in its sole and absolute discretion, bear interest at the revenues, income, Collateralsame rates as, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then otherwise be subject to the satisfaction (or waiver) of the same terms and conditions of this Agreement, the Loans outstanding hereunder at the time such additional Loans are made. No Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined be obligated in any way whatsoever to increase the principal amount of the Loan Documents) shall have occurred its Loans or be continuing under provide a new Loan, as applicable, and any new Lender becoming a party to this Agreement or in connection with any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or such requested increase must be an Event of Default hereunder or thereunderEligible Assignee.
(b) It Effecting the increase of the Loans under this Section is expressly agreed subject to the following conditions precedent: (x) no Default shall be in existence on the effective date of such increase or would result from such proposed increase or from the application of the proceeds thereof, (y) the representations and acknowledged by warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the effective date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (z) the Administrative Agent shall have received each of the Credit Parties thatfollowing, notwithstanding that this Agreement provides for in form and substance reasonably satisfactory to the opportunity for Additional Loans as hereby providedAdministrative Agent: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans if not previously delivered to the Credit PartiesAdministrative Agent, copies certified by the Secretary or Assistant Secretary of the Borrower or Guarantor, as applicable, of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Credit Parties did not enter into this Agreement based on any promiseBorrower and the Guarantors, express and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Required Lenders, in form and content similar to the opinion provided to the Administrative Agent and the Lenders pursuant to Section 5.01(a)(v) or impliedsuch other form acceptable to the Administrative Agent, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each to the extent requested, new 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. Any Lender receiving such a replacement Note shall promptly return to the Borrower the Note that was replaced. In connection with any additional Loans made pursuant to this Section 2.16, any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request. The Borrower shall pay such fees to the Administrative Agent, for its own account and for the benefit of the Credit Parties hereby fully and unconditionally waives Lenders providing such additional Loans, as determined at the time of such increase.
(c) This Section shall supersede any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation provisions in Section 2.14 or otherwise promised 11.01 to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loanscontrary.
Appears in 2 contracts
Samples: Term Loan Agreement (Agree Realty Corp), Term Loan Agreement (Agree Realty Corp)
Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; , the Borrower shall have the right during the period from the Closing Date until the date one Business Day prior to the Extended Maturity Date, to incur additional Indebtedness (the “Additional Loans”) under this Credit Agreement in the form of one or more increases to the Aggregate Revolving Committed Amount by an aggregate amount of up to the lesser of (x) $500,000,000 and (y) such amount as would result in the Aggregate Revolving Committed Amount equaling, but not exceeding, $1,500,000,000. The following terms and conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (d) any such Additional Loan shall be obtained from existing Extending Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Loan shall be in a minimum principal Dollar Amount (determined as of the most recent Revaluation Date) of $50,000,000 and integral multiples of $5,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used in accordance with Section 3.13, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans and (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied. The Borrower may invite existing Extending Lenders or other banks, financial institutions and investment funds that are not Non-Extending Lenders and that are reasonably acceptable to the Administrative Agent and that would satisfy the same criteria that would be required for such bank, financial institution or investment fund to be an “Eligible Assignee” to join this Credit Agreement as Lenders to provide any Additional Loans, provided (i) no existing Extending Lender shall have any obligation to provide all or any portion of any such Additional Loan and (ii) such other banks, financial institutions and investment funds that are not existing Extending Lenders shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request and shall have executed thereafter be deemed to be Extending Lenders. The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Sections 10.6(c) or 10.6(e)) of the outstanding Loans (excluding Competitive Bid Loans) and delivered a new or revised Promissory Note; (iii) Participation Interests to the Lenders providing any Additional Loan so that, after giving effect to such increaseassignments, each Lender (including the amount Lenders providing the Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations (and accordingly the Borrower shall pay any additional amounts required pursuant to Section 2.17). The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under Lenders, any amendment to this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Credit Agreement or any other Loan Documents, and no event shall have occurred that, Credit Document consistent with this Section 2.5 as may be necessary to incorporate the passage terms of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderany Additional Loan.
(bp) It The Credit Agreement is expressly agreed and acknowledged amended by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans restating in its entirety Section 2.9(b) thereof as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.follows:
Appears in 1 contract
Samples: Credit Agreement (Hyatt Hotels Corp)
Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing, the Company and the Foreign Borrowers shall have the right to increase the Aggregate Revolving Commitment (an “Additional Commitment”) by an aggregate amount of up to $50,000,000 (the “Aggregate Additional Commitment”) at any time prior to the date that is one Business Day prior to the Maturity Date; provided that (i) any loans issued pursuant to an Additional Commitment (the “Additional Loans”) may not be borrowed by any Borrower until the earlier of (x) the first Business Day following the date on which the Company delivers the quarterly financial statements and compliance certificate required under Sections 5.1(b) and 5.2(a) for the period ending as of the last day of the second quarter of fiscal year 2009 and such statements demonstrate that Consolidated EBITDA for the Company and its Subsidiaries for the second fiscal quarter in 2009 is greater than or equal to $17,000,000 (the “Partial Incremental Availability Date”) and (y) the first Business Day after the day on which the Company files its SEC Form 10K for the 2009 fiscal year and demonstrates that Consolidated EBITDA for the Company and its Subsidiaries for such fiscal year is greater than or equal to $65,000,000 (the “Full Incremental Availability Date”) and (ii) Borrower only up to $25,000,000 of the Aggregate Additional Commitment shall be available to be borrowed by the Borrowers from the Partial Incremental Availability Date until the Full Incremental Availability Date. The following terms and conditions shall apply to any Additional Commitment: (i) the loans made under the Additional Commitment shall constitute Credit Party Obligations, (ii) such Additional Loans shall have executed and delivered a new or revised Promissory Note; the same terms (including interest rate) as the existing Revolving Loans, (iii) any such Additional Loans shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Revolving Loans, (iv) any such Additional Commitment shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (v) such Additional Commitment shall be in a minimum principal Dollar Equivalent (determined as of the most recent Revaluation Date) of $10,000,000 or the unused portion of the limit set forth above and integral multiples of $1,000,000 in excess thereof, (vi) the proceeds of any Additional Loan will be used to finance capital expenditures and working capital and other general corporate purposes, including Permitted Acquisitions, (vii) the Company and the Foreign Borrowers shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Commitment and the Additional Loans, (viii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (ix) the Administrative Agent shall have received such legal opinions from counsel to the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent reasonably shall request, (x) the Administrative Agent shall have received such amendments to the Credit Documents, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent shall request and (xi) the Administrative Agent shall have received from the Company updated financial projections and an officer’s certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Commitment or Additional Loans, the Company will be in compliance with the financial covenants set forth in Section 5.9. Participation in any Additional Commitment may be offered to each of the existing Lenders, but no such Lender shall be required to provide all or any portion of any such Additional Loan. If the amount of any Additional Loan requested by the Company shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loan, then the Company may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Agreement as Lenders hereunder for the portion of such Additional Commitment not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Company may reasonably request. The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 10.6(b)) of the outstanding Loans and Participation Interests to the Lenders providing any an Additional Commitment so that, after giving effect to such increaseassignments, each Lender (including the amount Lenders providing the Additional Commitments) will hold Loans and Participation Interests equal to its Ratable Share of all outstanding Loans and L/C Obligations. The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and acceptedLenders, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject amendment to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with Credit Document as may be necessary to incorporate the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation terms of any nature Additional Loan or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional LoansCommitment.
Appears in 1 contract
Additional Loans. (a) At The Borrower shall have the right at any time after and from time to time on not more than 3 different occasions during the First Closing, period from the Availability Termination Date to but prior to excluding the Term Loan Maturity Date or earlier termination to request the making of this Agreement, the Borrower may request that Lender make additional Loans (“Additional Loans hereunder at Additional Closings Term Loans”) by providing written notice to Lenderthe Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of all Loans hereunder shall not exceed $550,000,000 less the amount of any prepayments of the Term Loans. Any such Additional Term Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect to such increase, the amount of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement. Each such borrowing of Additional Term Loans must be in the aggregate minimum amount of $5,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, Lender in consultation with the Borrower, shall make manage all aspects of the syndication of such making of Additional Term 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 such increase and the allocations of the Additional Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders, such Lenders and allocations to Borrower in such amounts and at such Additional Closings as Lender be mutually agreed upon by Administrative Agent and the Borrower may mutually agreeand any approval of a Lender or allocation suggested by the one shall not be unreasonably withheld, conditioned or delayed by the other. Borrower may only request Each Lender’s increase of the principal amount of its Loan or decision to provide any Additional Loans if, Term Loan shall be made in such Lender’s sole and absolute discretion, and no default Lender shall be obligated in any way whatsoever to increase the principal amount of its Loan or “make an Additional Term Loan, and any new Lender becoming a party to this Agreement in connection with any such requested Additional Term Loans must be an Eligible Assignee. Effecting the making of Additional Term Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default” (as such term is defined Default shall be in any existence on the effective date of the Loan Documentsmaking of such Additional Term Loans, (y) shall have occurred the representations and warranties made or be continuing under this Agreement deemed made by the Borrower or any other Loan DocumentsParty in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and no event (z) the Administrative Agent shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by received each of the Credit Parties thatfollowing, notwithstanding that this Agreement provides for in form and substance satisfactory to the opportunity for Additional Loans as hereby providedAdministrative Agent: (i) Lender has no obligation if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of any nature (A) all partnership or kind whatsoever other necessary action taken by the Borrower to make any authorize the making of such Additional Term Loans to and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the Credit Partiesguaranty of such increase; and (ii) an opinion of counsel to the Credit Parties did not enter into this Agreement based on any promiseBorrower and the Guarantors, express or implied, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective DateAdministrative Agent; and (iii) each except in the case of any Lender that has notified the Administrative Agent in writing that it elects not to receive a Note, new 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 amount of the Credit Parties hereby fully and unconditionally waives any and all claimsaggregate principal amount of such Lender’s Loans at the time of the effectiveness of the applicable increase in the aggregate amount of the Loan. Any making of Additional Term Loans pursuant to this Section 2.14. shall be subject to the condition that the Borrower shall have paid to the Administrative Agent, counterclaimssuch fees as shall be due to Administrative Agent and/or the Lenders at such time under the Fee Letters or as may be agreed-upon between the Borrower, on the one hand, and defenses each new Lender and/or any existing Lender making Additional Term Loans, on the other hand. In connection with any making of them Additional Term Loans pursuant to this Section 2.14. any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may have based on reasonably request and (2) in the case of any argument Lender that Lender had any obligation or otherwise promised is organized under the laws of a jurisdiction outside of the United States of America, provide to fund or make Additional Loans beyond the Initial LoanAdministrative Agent, or any argument or implied covenant of fair dealing its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and good faith that may in any way imply an obligation upon Lender to make such Additional Loansanti-money laundering rules and regulations, including, without limitation, the Patriot Act.
Appears in 1 contract
Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; (ii) , the Borrower shall have executed the right during the period from the Closing Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness (the “Additional Loans”) under this Credit Agreement in the form of one or more increases to the Aggregate Revolving Committed Amount by an aggregate amount of up to $100,000,000 (for a total Aggregate Revolving Committed Amount of up to $300,000,000). The following terms and delivered conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (d) any such Additional Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Loan shall be in a new minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof, (f) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans, (g) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (h) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Loan, the Borrower will be in compliance with the financial covenants set forth in Sections 5.7 and 5.8. Participation in any Additional Loan shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or revised Promissory Note; any portion of any such Additional Loan. If the amount of any Additional Loan requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loan, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Additional Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request. The existing Lenders shall make such assignments (iiiwhich assignments shall not be subject to the requirements set forth in Section 8.6(c)) of the outstanding Loans and Participation Interests to the Lenders providing any Additional Loan so that, after giving effect to such increaseassignments, each Lender (including the amount Lenders providing the Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations. The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under Lenders, any amendment to this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Credit Agreement or any other Loan Documents, and no event shall have occurred that, with Credit Document as may be necessary to incorporate the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation terms of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 1 contract
Additional Loans. (a) At any time, and from time after to time, while the First ClosingLoans are outstanding and provided that the Milestones (as hereinafter defined) have been met, but prior the Company (with the consent of the Board of Directors), may request that the Lenders make additional loans up to an aggregate principal amount of $1,000,000 (collectively, the "Additional Loans" and individually, an "Additional Loan"). In the event that the Company requests that the Lenders make the Additional Loans, the Company shall provide each Lender with written notice thereof (the "Additional Loan Notice"), and each Lender shall thereupon be required to advance its respective Additional Loan amount to the Maturity Company on the Additional Closing Date or earlier termination (as hereinafter defined). Each Lender's Additional Loan shall be in amount equal to each Lender's Pro Rata Share of the total Additional Loan, as set forth on Schedule I hereto.
(b) For purposes of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans following shall be subject to Lender’s prior written approval, and Lender shall have constitute the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, milestones (the following conditions must be satisfied, in Lender’s sole and absolute discretion: "Milestones"):
(i) no Event of Default The Company shall have occurred or be continuingreceived Certification of the PokerMatic electronic table by GLI, Inc.; and
(ii) Borrower The Company shall have executed and delivered installed at least 10 of the current model tables in a new or revised Promissory Note; minimum of three separately owned casinos.
(iiic) after giving effect The consummation of the transactions referred to such increasein Section 2(a) shall constitute an additional closing (collectively, the amount "Additional Closings" and individually an "Additional Closing"). The date on which an Additional Closing takes place is referred to herein as an "Additional Closing Date". Each Additional Closing shall take place via telecopier (or similar means of electronic transmission) and overnight mail at the offices of Xxxxxxxx Ingersoll & Rooney, P.C., Xxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, 10 days after delivery to the Lenders of the aggregate outstanding principal balance of all Loans Additional Loan Notice, or at such other place and time as the Requisite Lenders and the Company may agree. At each Additional Closing, the Company shall not be in excess deliver to each Lender executed originals of the maximum amount of credit available under this Agreement; Notes and the Warrants (iv) as hereinafter defined), and each Lender shall have reviewed and acceptedadvance, by way of check or wire transfer, in immediately available funds, its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such respective Additional Loans, then subject Loan amount to the satisfaction Company. Schedule I shall be amended to reflect any Additional Closings that may be consummated. The maximum aggregate loan proceeds at the Additional Closing (or waiverAdditional Closings) of the terms and conditions shall be $1,000,000.
(d) For purposes of this Agreement, Lender the term "Closing Date" shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond mean the Initial Loan would be made or provided after the Effective Date; Closing Date and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional LoansClosing Date where no distinction is required.
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Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; (ii) , the Borrower shall have executed the right during the period from the Closing Date until the date one (1) Business Day prior to the Maturity Date, to incur additional Indebtedness (the “Additional Loans”) under this Credit Agreement in the form of an increase in the aggregate Revolving Committed Amount to an amount not to exceed $50,000,000. The following terms and delivered conditions shall apply to the Additional Loans: (a) the loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) the Borrower shall give the Administrative Agent prior written notice of its request to increase the Revolving Committed Amount, (c) the Administrative Agent shall have the first right (but not the obligation) to subscribe to the proposed increase in the Revolving Committed Amount, by, reasonably promptly after receipt of the Borrower’s notice to increase the Revolving Committed Amount, providing written notice to the Borrower of its intention to exercise such election, and only if the Administrative Agent does not exercise such election may the Borrower elect to add new Lenders, (d) the Administrative Agent shall not be required to increase its commitment unless it shall have expressly agreed to such increase in writing, (e) the addition of new Lenders shall be subject to approval by both the Borrower and the Administrative Agent, which approval shall not be unreasonably withheld, and shall be subject to certain minimum commitment amounts acceptable to the Administrative Agent, (f) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loan, (g) the Administrative Agent shall not have any right to decrease its Revolving Commitment as a result of such increase of the aggregate Revolving Committed Amount, (h) the Administrative Agent shall have the right to control the syndication of the increase in the Revolving Committed Amount; provided that the Administrative Agent shall have no obligation to arrange, find or locate any lender or new bank or revised Promissory Note; financial institution to participate in any unsubscribed portion of such increase in the aggregate Revolving Committed Amount, (iiii) the Administrative Agent shall be appointed as the administrative agent for any Additional Loan and shall receive an administrative agent fee to be mutually agreed upon, (k) such option to increase the Revolving Committed Amount may only be exercised once, (k) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (l) such Additional Loan shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof, (m) the proceeds of any Additional Loan will be used for the purposes described in Section 3.11 and (n) the conditions to the making of Loans in Section 4.2 shall have been satisfied. The Borrower shall be required to pay (or to reimburse) any breakage costs incurred by the Administrative Agent in connection with the need to reallocate existing loans following any increase in the Revolving Committed Amount pursuant to this provision. The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 9.6(b)) of the outstanding Loans to the Lenders providing any Additional Loan so that, after giving effect to such increaseassignments, each Lender (including the amount Lenders providing the Additional Loans) will hold Loans equal to its Revolving Commitment Percentage of all outstanding Loans. The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under Lenders, any amendment to this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Credit Agreement or any other Loan Documents, and no event shall have occurred that, with Credit Document as may be necessary to incorporate the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each terms of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 1 contract
Samples: Credit Agreement (Stec, Inc.)
Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; (ii) , the Borrower shall have executed the right during the period from the Closing Date until April 19, 2008, to incur additional Indebtedness (the "Additional Loans") under this Credit Agreement in the form of one or more increases to the Aggregate Revolving Committed Amount by an aggregate amount of up to $75,000,000. The following terms and delivered conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (d) any such Additional Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Loan shall be in a new minimum principal amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used to finance capital expenditures and working capital and other general corporate purposes, including Permitted Investments, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans, (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (i) the Administrative Agent shall have received from the Borrower updated financial projections and an officer's certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Loan, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. Participation in any Additional Loan shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or revised Promissory Note; any portion of any such Additional Loan. If the amount of any Additional Loan requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loan, then the Borrower may invite other banks and financial institutions reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Additional Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request. The existing Lenders shall make such assignments (iiiwhich assignments shall not be subject to the requirements set forth in Section 10.6(c)) of the outstanding Loans and Participation Interests to the Lenders providing any Additional Loan so that, after giving effect to such increaseassignments, each Lender (including the amount Lenders providing the Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations. The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under Lenders, any amendment to this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Credit Agreement or any other Loan Documents, and no event shall have occurred that, with Credit Document as may be necessary to incorporate the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation terms of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 1 contract
Additional Loans. (a) At The Borrower shall have the right at any time after the First Closing, but prior to the Maturity Termination Date or earlier termination of this Agreementthe applicable Class of Loans to request additional Five Year Term Loans and/or Seven Year Term Loans (each, the Borrower may request that Lender make an “Additional Loans hereunder at Additional Closings Loan”) by providing written notice to Lenderthe Administrative Agent, which notice shall be irrevocable once given and shall specify whether such Additional Loans shall be Five Year Term Loans or Seven Year Term Loans. Such Additional Loans must be in integral multiples of $5,000,000; provided, that the aggregate amount of all Additional Loans shall not exceed $50,000,000. Any such Additional Loans may be made by either an existing Lender or any other bank, financial institution or institutional lender that becomes a Lender hereunder (any such other bank, financial institution or institutional Lender, an “Additional Lender”); provided that such Additional Loan shall be subject on the same terms and conditions as the existing Class of Loans corresponding to Lender’s prior written approvalsuch Additional Loan, except that (i) the interest rate margin and Lender any prepayment premium applicable to any Additional Loans shall have be determined by the absolute right to withhold, deny Borrower and the existing Lenders and/or or condition approval of any such requests for any the Additional Lenders providing such Additional Loans in Lender’s sole pursuant to the terms of the applicable Additional Loan Amendment (defined below) and absolute discretion(ii) the Effective Yield applicable to such Additional Loans may differ from that applicable to the then outstanding Class of Loans corresponding to such Additional Loans; provided further, however, at a minimumthat if the Effective Yield for such Additional Loans exceeds the Effective Yield of the then outstanding Class of Loans corresponding to such Additional Loans by more than 0.50% per annum, the Applicable Margin for such Class of Loans shall be increased as of the date of the making of the applicable Additional Loans to the extent necessary so that the Effective Yield for such Class of Loans is equal to (x) the Effective Yield of such Additional Loans minus (y) 0.50%. No existing Lender shall be required to make any Additional Loan hereunder and any Additional Lender making an Additional Loan must be an Eligible Assignee. Any Additional Loans to be made under this Section shall only be effected by an amendment (an “Additional Loan Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Parent, the Borrower, each existing Lender or Additional Lender, as applicable, agreeing to provide such Additional Loans, and the Administrative Agent. An Additional Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. Effecting the increase of the Loans under this Section is subject to the following conditions must precedent: (x) no Default or Event of Default shall be satisfiedin existence on the effective date of such increase, (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 specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in Lender’s sole form and absolute discretionsubstance satisfactory to the Administrative Agent: (i) no Event if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of Default shall have occurred or be continuing(A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower shall have executed and delivered a new or revised Promissory Note; the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) after giving effect except in the case of a Five Year Term Lender or Seven Year Term Lender, as applicable, that has requested not to receive a Five Year Term Note or a Seven Year Term Note, as applicable, new Notes executed by the Borrower, payable to any Additional Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders providing Additional Loans, in the aggregate principal amount of such increase, Lender’s Loans at the time of the effectiveness of the applicable increase in the aggregate principal amount of the aggregate outstanding principal balance Loans. In connection with the making of all any Additional Loans pursuant to this Section any Person becoming a “Lender” shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed execute such documents and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower Administrative Agent may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderreasonably request.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of This Section 2.10. shall supersede any nature or kind whatsoever to make any such Additional Loans provisions in Section 12.6. to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promisecontrary, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loansother than Section 12.6.(d).
Appears in 1 contract
Additional Loans. (a) At Subject to the terms and conditions hereof, at any time after the First Closing, but prior to the Maturity Date or earlier termination of this AgreementEffective Date, the Borrower may request that Lender make Additional the Lenders or any other Persons establish in favour of the Borrower one or more additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Commitments or Tranche B-Term Loan A Loans in Lender’s sole an aggregate principal amount, for all such additional Loans or Commitments or Tranche B-Term Loan A Loans, not exceeding Cdn.$25,000,000 (each such additional Loan or Commitment or Tranche B-Term Loan A Loan, an "Additional Loan"), provided that no Default has occurred and absolute discretionis continuing and that the Credit Parties would remain in pro forma compliance with the financial covenants in Section 5.14 immediately after giving effect to the Additional Loans.
(b) Notwithstanding anything to the contrary in this Agreement, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event Additional Loan shall require the consent of Default any Lender other than any Lender providing all or part of the Additional Loan, but each Additional Loan shall have occurred or be continuing; require the approval of the Administrative Agent, (ii) Borrower no Lender shall have executed and delivered a new or revised Promissory Note; any obligation to participate in any Additional Loan unless it agrees to do so in its sole discretion, (iii) after giving effect to such increase, the aggregate amount of the aggregate outstanding principal balance of all Additional Loans shall not be in excess of the maximum amount of credit available under this Agreement; exceed Cdn.$25,000,000, (iv) Lender no Additional Loans shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject mature prior to the satisfaction Maturity Date (or waiver) of if the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and are Loans hereunder) or the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” Maturity Date (as such term is defined in any of the Tranche B-Term Loan DocumentsA Credit Agreement, if the Additional Loans are Tranche B-Term Loan A Loans), and (v) no Additional Loan shall have occurred or be continuing under this Agreement or the benefit of any other Loan Documentsrepresentations, and no event shall have occurred thatwarranties, with the passage covenants, events of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder other material provisions (other than pricing, which shall be determined by the Borrower and the lenders providing the Additional Loans) which are not also extended to the Lenders (if the Additional Loans are Loans hereunder) or thereunderthe Tranche B-Term Loan A Lenders (if the Additional Loans are Tranche B-Term Loan A Loans).
(bc) It is expressly agreed Any Additional Loan shall be documented pursuant to an amendment agreement, or an amended and acknowledged by each restated version of the Credit Parties that, notwithstanding that this Agreement provides for (or the opportunity for Additional Loans Tranche B-Term Loan A Credit Agreement, as hereby provided: (iappropriate) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans satisfactory to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, Administrative Agent and executed by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that the lenders providing the Additional Loans beyond and the Initial Administrative Agent. For greater certainty, any Person providing any such Additional Loan would (if the Additional Loans are Loans hereunder) shall be entitled to share pro rata in any prepayments made or provided after by the Effective Date; Borrower to the Lenders and (iii) each the obligations of the Borrower and the other Credit Parties hereby fully and unconditionally waives under any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make such Additional Loan (if the Additional Loans beyond are Loans hereunder) shall be secured pari passu with the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loansother Loans hereunder.
Appears in 1 contract
Samples: Tranche a Exit Facility Agreement (Microcell Telecommunications Inc)
Additional Loans. The Borrower shall have the right to request the making of additional Loans (a“Additional Loans”) At any time after the First Closing, but prior to the Maturity Date or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by providing written notice to Lenderthe Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to the making of Additional Loans the aggregate outstanding principal amount of the Loans shall not exceed $300,000,000. Any Each borrowing of Additional Loans must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with and with the consent of the Borrower, shall manage all aspects of the syndication of the making of any 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 such making of Additional Loans and the allocations of the making of such 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 under this Section to increase the principal amount of its Loans or provide a new Loan, and any new Lender becoming a party to this Agreement in connection with any such making of Additional Loans must be an Eligible Assignee. Effecting the making of Additional Loans under this Section is subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must precedent: (x) no Default or Event of Default shall be satisfiedin existence on the effective date of such increase, (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 accurate 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 accurate on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and (z) the Administrative Agent shall have received each of the following, in Lender’s sole form and absolute discretionsubstance satisfactory to the Administrative Agent: (i) no Event if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of Default shall have occurred (A) all corporate, partnership or be continuingother necessary action taken by the Parent and the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect an opinion of counsel to such increasethe Parent, the amount of Borrower and the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, CollateralGuarantors, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject addressed to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender Administrative Agent and the Borrower may mutually agree. Borrower may only request Additional Loans ifLenders covering such matters as reasonably requested by the Administrative Agent, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each new 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 aggregate principal amount of such Lender’s Loans at the time of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any effectiveness of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant making of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans. In connection with the making of Additional Loans pursuant to this Section 2.9. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.
Appears in 1 contract
Additional Loans. (a) At The Borrower shall have the right at any time after the First Closingand from time to time, to but prior to excluding the Maturity Date or earlier termination of this AgreementDate, the Borrower may to request that Lender make additional loans (“Additional Loans hereunder at Additional Closings Loans”) in an aggregate amount up to $200,000,000 by providing written notice to Lenderthe Administrative Agent, which notice shall specify the principal amount of the requested Additional Loans and which shall be irrevocable once given; provided, however, that after giving effect to any such Additional Loans the aggregate principal amount of the Loans shall not exceed $500,000,000. Any Each such borrowing must be an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 in excess thereof. Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect to such increase, the amount of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the same terms and conditions of this AgreementAgreement that are applicable to all other Loans. The Administrative Agent, Lender in consultation with the Borrower, shall make 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 such Additional Loans to Borrower in such amounts and at the allocations of such Additional Closings as Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders; provided, that any such other banks, financial institutions and other institutional lenders and any such allocations shall be reasonably acceptable to the Borrower. No Lender shall be obligated in any way whatsoever to make Additional Loans, and the Borrower may mutually agree. Borrower may only request any new Lender becoming a party to this Agreement in connection with any such requested Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any must be an Eligible Assignee. The making of the Loan Documents) shall have occurred or be continuing Additional Loans under this Agreement Section is subject to the following conditions precedent: (x) no Default or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder shall be in existence on the effective date of such Additional Loans, (y) the representations and warranties made or thereunder.
deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party shall be true and correct in all material respects (bexcept in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) It is on and as of the effective date of such Additional Loans with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly agreed relate solely to an earlier date (in which case such representations and acknowledged warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and (z) the Administrative Agent shall have received each of the Credit Parties thatfollowing, notwithstanding that this Agreement provides for in form and substance satisfactory to the opportunity for Additional Loans as hereby providedAdministrative Agent: (i) Lender has no obligation if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of any nature all corporate, partnership, member or kind whatsoever other necessary action taken by the applicable Loan Party to make any authorize such Additional Loans to the Credit Parties; Loans, (ii) an opinion of counsel to the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of Borrower and the Credit other Loan Parties, that Additional Loans beyond addressed to the Initial Loan would be made or provided after Administrative Agent and the Effective Date; Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) each new 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 aggregate principal amount of such Lender’s Loans at the time of the Credit Parties hereby fully and unconditionally waives effectiveness of the making of the applicable Additional Loans. In connection with any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond pursuant to this Section 2.16. any Lender becoming a party hereto shall (1) execute such documents and agreements as the Initial LoanAdministrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, or provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with the requirements of any argument or implied covenant Anti-Money Laundering Laws, including, without limitation, the PATRIOT Act and any applicable “know your customer” rules and regulations.
(i) The Original Credit Agreement is further amended by restating the first sentence of fair dealing and good faith that may Section 3.5.(b) thereof in any way imply an obligation upon its entirety as follows: If the Borrower exercises its right to extend the Maturity Date in accordance with Section 2.13., the Borrower shall pay to the Administrative Agent for the account of each Lender a fee for each extension equal to make 0.125% of the aggregate principal amount of such Additional LoansLender’s Loan outstanding as of the effective date of such extension.
(j) The Original Credit Agreement is further amended by restating Sections 4.2(b) through (e) thereof in their entirety as follows:
Appears in 1 contract
Samples: Term Loan Agreement (Federal Realty Investment Trust)
Additional Loans. (a) At To the extent all the conditions under Section 4.2 have been satisfied or to the extent any such condition not so satisfied (other than a Material Event of Default or a condition under Section 4.2(d) hereof) has been waived by Required Revolving Lenders under Section 4.2(e), Agent may make Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Revolving Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base, without the prior consent of any Lenders, as Agent may deem necessary or advisable in its discretion to either (x) preserve or protect the Collateral or any portion thereof or (y) enhance the likelihood or maximize the amount of repayment by Loan Parties of the Loans and other Obligations provided, that the total outstanding principal amount of the Revolving Loans and Letter of Credit Accommodations shall not exceed an amount equal to the least of (i) the Borrowing Base at any time after the First Closingplus $7,500,000 (excluding interest, but prior fees and expenses charged to the Maturity Date Revolving Loans), (ii) $152,500,000 or earlier termination (iii) the maximum amount that can be incurred under this Agreement pursuant to the Indentures minus under this clause (iii) the outstanding amount of the Term Loans (it being understood that such maximum amount under this Agreementclause (iii) shall mean, in the case of the 1997 Notes Indenture, the Borrower may request maximum amount that can be incurred pursuant to Section 4.03(b)(1) of such Indenture). Each Revolving Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject obligated to Lender’s prior written approval, and Lender shall have pay Agent the absolute right to withhold, deny or condition approval amount of its Pro Rata Share of any such requests for additional Revolving Loans or Letter of Credit Accommodations.
(b) Following notice to Administrative Borrower (or from any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: Borrower) that either (i) no an Event of Default shall have or other event that in each case constitutes a Material Event of Default has occurred and is continuing (which notice may be provided by Agent, Term Loan Agent, Required Term Lenders or be continuing; any Borrower) which has not been cured or waived in accordance with Section 11.3 or (ii) Borrower shall have executed a condition under Section 4.2 (other than a Material Event of Default or a condition under section 4.2(d) hereof) has not been satisfied (which notice may be provided by Agent, Term Loan Agent, Required Term Lenders or any Borrower) and delivered a new which condition has not been cured or revised Promissory Notewaived by the Required Revolving Lenders pursuant to Section 4.2(e), then no Revolving Loans may be advanced or Letter of Credit Accommodations issued during the continuation thereof; (iii) after giving effect to provided, that until such increasecure or waiver, the amount Agent may make such additional Revolving Loans or provide such additional Letter of the aggregate outstanding principal balance Credit Accommodations on behalf of all Loans shall not Revolving Lenders intentionally and with actual knowledge that such Revolving Loams or Letter of Credit Accommodations may be in excess of the Borrowing Base, as Agent may deem necessary or advisable in its discretion to either (x) preserve or protect the Collateral or any portion thereof or (y) enhance the likelihood or maximize the amount of repayment by Loan Parties of the Loans and other Obligations, provided, that (A) the total amount of Revolving Loans and Letter of Credit Accommodations advanced pursuant to this Section 12.8(b) following such notice shall not exceed (A) $7,500,000 (excluding interest, fees and expenses charged to the Revolving Loans) or (B) together with all other outstanding Revolving Loans and Letter of Credit Accommodations, the lesser of (x) $152,500,000 or (y) the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or that can be continuing incurred under this Agreement or any other Loan Documentspursuant to the Indentures minus under this clause (y) the outstanding amount of the Term Loans (it being understood that such maximum amount under this clause (y) shall mean, and no event shall have occurred that, with in the passage case of timethe 1997 Notes Indenture, the giving maximum amount that can be incurred pursuant to Section 4.03(b)(1) of notice, or both, would constitute a default or an Event such Indenture). Each Revolving Lender shall be obligated to pay Agent the amount of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation its Pro Rata Share of any nature such additional Revolving Loans or kind whatsoever to make any such Additional Loans to the Letter of Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional LoansAccommodations.
Appears in 1 contract
Samples: Loan and Security Agreement (Remy International, Inc.)
Additional Loans. (a) At Subject to the terms and conditions hereof, at any time after the First Closing, but prior to the Maturity Date or earlier termination of this AgreementEffective Date, the Borrower may request that Lender make the Lenders or any other Persons establish in favour of the Borrower one or more additional Loans or Tranche A Exit Facility Loans or Commitments in an aggregate principal amount, for all such additional Loans or Tranche A Exit Facility Loans or Commitments, not exceeding Cdn.$25,000,000 (each such additional loan or Commitment, an "Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approvalLoan"), provided that no Default has occurred and Lender shall have is continuing and that the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans Credit Parties would remain in Lender’s sole and absolute discretion, however, at a minimum, pro forma compliance with the following conditions must be satisfied, financial covenants in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) Section 5.14 immediately after giving effect to such increase, the amount of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of Notwithstanding anything to the Credit Parties thatcontrary in this Agreement, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation Additional Loan shall require the consent of any nature Lender other than any Lender providing all or kind whatsoever to make any such part of the Additional Loans to Loan, but each Additional Loan shall require the Credit Parties; approval of the Administrative Agent, (ii) no Lender shall have any obligation to participate in any Additional Loan unless it agrees to do so in its sole discretion, (iii) the Credit Parties did aggregate amount of all Additional Loans shall not enter into exceed Cdn.$25,000,000, (iv) no Additional Loans shall mature prior to the Maturity Date (if the Additional Loans are Loans hereunder) or the maturity date of the Tranche A Exit Facility (if the Additional Loans are Tranche A Exit Facility Loans), and (v) no Additional Loan shall have the benefit of any representations, warranties, covenants, events of default or other material provisions (other than pricing, which shall be determined by the Borrower and the lenders providing the Additional Loans) which are not also extended to the Lenders (if the Additional Loans are Loans hereunder) or the Tranche A Lenders (if the Additional Loans are Tranche A Exit Facility Loans).
(c) Any Additional Loan shall be documented pursuant to an amendment agreement, or an amended and restated version of this Agreement based on any promise(or the Tranche A Exit Facility Agreement, express or implied, as appropriate) satisfactory to the Administrative Agent and executed by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that the lenders providing the Additional Loans beyond and the Initial Administrative Agent. For greater certainty, any Person providing any such Additional Loan would (if the Additional Loans are Loans hereunder) shall be entitled to share pro rata in any prepayments made or provided after by the Effective Date; Borrower to the Lenders and (iii) each the obligations of the Borrower and the other Credit Parties hereby fully and unconditionally waives under any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make such Additional Loan (if the Additional Loans beyond are Loans hereunder) shall be secured pari passu with the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loansother Loans hereunder.
Appears in 1 contract
Samples: Term Loan Agreement (Microcell Telecommunications Inc)
Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred and be continuing and the Aggregate Revolving Committed Amount shall not have been reduced below $150,000,000 pursuant to Section 2.9(a), the Borrower shall have the right from time to time during the period from the Closing Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of (i) one or be continuing; more increases to the Aggregate Revolving Committed Amount (the "Additional Revolving Loans") and/or (ii) Borrower shall have executed and delivered a new or revised Promissory Noteterm loan facility (the "Additional Term Loan"; (iii) after giving effect to such increasetogether with the Additional Revolving Loans, the "Additional Loans"), in an aggregate amount of up to $100,000,000. The following terms and conditions shall apply: (A) the aggregate outstanding principal balance amount of all Additional Loans shall not be in excess of the maximum amount of credit available under this Agreement; at any one time exceed $100,000,000, (ivB) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender any Additional Term Loans shall make such Additional Loans be reasonably satisfactory to Borrower in such amounts and at such Additional Closings as Lender the Administrative Agent and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” Loan Lenders (as such term is defined below), (C) the loans made under any Additional Loan facilities shall constitute Credit Party Obligations, (D) any Additional Revolving Loans shall have the same terms (including interest rate) as the existing Revolving Loans, (E) any Additional Term Loan shall have a maturity date no sooner than the Maturity Date of the Revolving Loans, (F) any Additional Loans shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (G) any Additional Loans shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below (such Persons being referred to herein as the "Additional Loan Lenders"), (H) each Additional Loan shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof, (I) the proceeds of any Additional Loans will be used to finance capital expenditures and working capital and other general corporate purposes, including Permitted Investments, (J) the Borrower shall execute such promissory notes as are necessary and requested by the Additional Loan Lenders to reflect the Additional Loans, (K) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (L) the Administrative Agent shall have received from the Borrower (1) updated financial projections and an officer's certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Loan, the Borrower will be in compliance with the financial covenants set forth in Section 5.9 and (2) such other documentation as the Administrative Agent may reasonably request, including, without limitation, corporate authorization documentation and legal opinions. Participation in any Additional Loans shall be offered first to each of the Loan Documents) existing Lenders on a pro rata basis, but none of such Lenders shall have occurred any obligation to provide all or any portion of any such Additional Loans. If the amount of any Additional Loans requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loans, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Additional Loans not taken by existing Lenders; provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request. In the case of Additional Revolving Loans, the existing Lenders shall make such assignments (which assignments shall not be continuing under subject to the requirements set forth in Section 10.6(c)) of the outstanding Revolving Loans and Participation Interests to the Additional Loan Lenders providing any Additional Revolving Loans so that, after giving effect to such assignments, each Lender holding a Revolving Commitment (including such Additional Loan Lenders) will hold Revolving Loans and Participation Interests equal to its Commitment Percentage of all outstanding Revolving Loans and LOC Obligations. Notwithstanding any provision of this Credit Agreement to the contrary, the Administrative Agent is authorized (with the consent of the Borrower and the Additional Loan Lenders), to enter into, on behalf of all Lenders, any amendment, modification or supplement to this Credit Agreement or any other Loan Documents, and no event shall have occurred that, with Credit Document as may be necessary to incorporate the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation terms of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 1 contract
Samples: Credit Agreement (Hni Corp)
Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; (ii) Borrower , the Company and the Foreign Borrowers shall have executed the right during the period from the Closing Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness (the "Additional Loans") under this Credit Agreement in the form of one or more increases in the Aggregate US Revolving Committed Amount by an aggregate amount of up to $50,000,000. The following terms and delivered conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (d) any such Additional Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Loan shall be in a new minimum principal Dollar Amount (determined as of the most recent Revaluation Date) of $25,000,000 or revised Promissory Note; the unused portion of the limit set forth above and integral multiples of $1,000,000 in excess thereof, (iiif) the proceeds of any Additional Loan will be used to finance capital expenditures and working capital and other general corporate purposes, including Permitted Acquisitions, (g) the Company and the Foreign Borrowers shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans, (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (i) the Administrative Agent shall have received such legal opinions from counsel to the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent reasonably shall request, (j) the Administrative Agent shall have received such amendments to the Foreign Guaranties and other Credit Documents, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent shall request and (k) the Administrative Agent shall have received from the Company updated financial projections and an officer's certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Loan, the Company will be in compliance with the financial covenants set forth in Section 5.9. Participation in any Additional Loan shall be offered first to each of the existing Lenders, but no such Lender shall be required to provide all or any portion of any such Additional Loan. If the amount of any Additional Loan requested by the Company shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loan, then the Company may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Additional Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Company may reasonably request. The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 10.6(c)) of the outstanding Loans and Participation Interests to the Lenders providing any Additional Loan so that, after giving effect to such increaseassignments, each Lender (including the amount Lenders providing the Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations. The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under Lenders, any amendment to this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Credit Agreement or any other Loan Documents, and no event shall have occurred that, with Credit Document as may be necessary to incorporate the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation terms of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 1 contract
Additional Loans. Notwithstanding the foregoing or any other provision herein, in no event will the combined sum of interest (acash or otherwise) At on the Loans exceed seventeen percent (17.00%) per annum or be less than thirteen percent (13.00%) per annum (in each case exclusive of the default rate of interest payable pursuant to Section 2.2(c)). In addition, if and to the extent that the amount of interest (exclusive of the default rate of interest payable pursuant to Section 2.2(c)) payable on any time after Interest Payment Date is greater than the First Closingamount of interest on the Loans which would have been payable on such Interest Payment Date if the interest rate in effect at all times during the three-month period then ended had been 15.00% per annum (the amount of such excess being hereinafter referred to as the "PIK Amount" for such period), but prior then the Company may, at its option, in lieu of payment of the PIK Amount of interest in cash, pay such PIK Amount by increasing the principal of the applicable Loans by an amount equal to the PIK Amount (the "Additional Loans") and by issuance of Subsequent Notes in an aggregate principal amount equal to the PIK Amount. Notwithstanding anything to the contrary expressed or implied herein, such Additional Loans made on any Interest Payment Date shall, subject to the remaining provisions of this paragraph, bear interest at the same interest rate as the Loans in respect of which such Additional Loans are being issued, shall mature on the Maturity Date or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall and be subject to Lender’s prior written approvalprepayment and acceleration of maturity in the same manner as the Loans, shall otherwise be identical to the outstanding Loans and shall be deemed made by the applicable Lenders in proportions such that each Lender shall have receive the absolute right same ratio of cash interest to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect to on such increase, the amount of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderInterest Payment Date.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 1 contract
Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred and be continuing and the Aggregate Revolving Committed Amount shall not have been reduced below $150,000,000 pursuant to Section 2.9(a), the Borrower shall have the right from time to time during the period from the Closing Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of (a) one or be continuingmore increases to the Aggregate Revolving Committed Amount (the “Additional Revolving Loans”) and/or (b) a term loan facility (the “Additional Term Loan”; together with the Additional Revolving Loans the “Additional Loans”), in an aggregate amount at any one time of up to $150,000,000. The following terms and conditions shall apply: (i) the aggregate amount of all Additional Loans shall not at any one time exceed $150,000,000, (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect to such increase, the amount of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender any Additional Term Loans shall make such Additional Loans be reasonably satisfactory to Borrower in such amounts and at such Additional Closings as Lender the Administrative Agent and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” Loan Lenders (as such term is defined below), (iii) the loans made under any Additional Loan facilities shall constitute Credit Party Obligations, (iv) any Additional Revolving Loans shall have the same terms (including interest rate) as the existing Revolving Loans, (v) any Additional Term Loan will have the same Maturity Date as the Revolving Loans, unless otherwise agreed by the Administrative Agent and the Additional Loan Lenders providing such Additional Term Loan, (vi) any Additional Loans shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (vii) any Additional Loans shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below (such Persons being referred to herein as the “Additional Loan Lenders”), (viii) each Additional Loan shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof, (ix) the proceeds of any Additional Loans will be used to finance capital expenditures and working capital and other general corporate purposes, including Permitted Investments, (x) the Borrower shall execute such promissory notes as are necessary and requested by the Additional Loan Lenders to reflect the Additional Loans, (xi) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (xii) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Loan, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. Participation in any Additional Loans shall be offered first to each of the Loan Documents) existing Lenders on a pro rata basis, but none of such Lenders shall have occurred any obligation to provide all or any portion of any such Additional Loans. If the amount of any Additional Loans requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loans, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Additional Loans not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request. In the case of Additional Revolving Loans, the existing Lenders shall make such assignments (which assignments shall not be continuing under subject to the requirements set forth in Section 10.6(c)) of the outstanding Revolving Loans and Participation Interests to the Additional Loan Lenders providing any Additional Revolving Loans so that, after giving effect to such assignments, each Lender holding a Revolving Commitment (including such Additional Loan Lenders) will hold Revolving Loans and Participation Interests equal to its Commitment Percentage of all outstanding Revolving Loans and LOC Obligations. Notwithstanding any provision of this Credit Agreement to the contrary, the Administrative Agent is authorized (with the consent of the Borrower and the Additional Loan Lenders), to enter into, on behalf of all Lenders, any amendment, modification or supplement to this Credit Agreement or any other Loan Documents, and no event shall have occurred that, with Credit Document as may be necessary to incorporate the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation terms of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 1 contract
Samples: Credit Agreement (Hni Corp)
Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date or earlier termination approval of this Agreementthe Agent (which shall not be unreasonably withheld, delayed or, except with respect to the fees to be paid to Agent for arranging the increase, conditioned), the Borrower may shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request that Lender make Additional additional Loans hereunder at Additional Closings by providing written notice to Lender. Any such Additional Loans the Agent, which notice shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretionirrevocable once given; provided, however, at that after giving effect to any such increases the aggregate amount of the Loans shall not exceed $400,000,000. Each such increase in the 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, shall manage all aspects of the syndication of such increase in the 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 such increase and the allocations of the increase in the 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 increase the principal amount of its Loan or provide a minimumnew Loan, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions must precedent: (x) no Default or Event of Default shall be satisfiedin existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Obligor in any Loan Document to which such Obligor 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 specifically and expressly permitted hereunder, and (z) the Agent shall have received each of the following, in Lender’s sole form and absolute discretionsubstance satisfactory to the Agent: (i) no Event if not previously delivered to the Agent, copies certified by the Secretary or Assistant Secretary of Default shall have occurred or be continuing(A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect to such increase, the amount of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, CollateralGuarantors, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject addressed to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender Agent and the Borrower may mutually agree. Borrower may only request Additional Loans ifLenders covering such matters as reasonably requested by the Agent, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each new 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 Loan at the time of the Credit Parties hereby fully effectiveness of the applicable increase in the aggregate principal amount of the Loans. In connection with any increase in the aggregate principal amount of the Loans pursuant to this Section any Lender becoming a party hereto shall execute such documents and unconditionally waives any and all claims, counterclaims, and defenses any of them agreements as the Agent may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loansreasonably request.
Appears in 1 contract
Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred and be continuing and the Aggregate Revolving Committed Amount shall not have been reduced below $250,000,000 pursuant to Section 2.9(a), the Borrower shall have the right from time to time during the period from the Closing Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of (i) one or be continuing; more increases to the Aggregate Revolving Committed Amount (the "Additional Revolving Loans") and/or (ii) Borrower shall have executed and delivered a new or revised Promissory Noteterm loan facility (the "Additional Term Loan"; (iii) after giving effect to such increasetogether with the Additional Revolving Loans, the "Additional Loans"), in an aggregate amount of up to $150,000,000. The following terms and conditions shall apply: (A) the aggregate outstanding principal balance amount of all Additional Loans shall not be in excess of the maximum amount of credit available under this Agreement; at any one time exceed $150,000,000, (ivB) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender any Additional Term Loans shall make such Additional Loans be reasonably satisfactory to Borrower in such amounts and at such Additional Closings as Lender the Administrative Agent and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” Loan Lenders (as such term is defined below), (C) the loans made under any Additional Loan facilities shall constitute Credit Party Obligations, (D) any Additional Revolving Loans shall have the same terms (including interest rate) as the existing Revolving Loans, (E) any Additional Term Loan shall have a maturity date no sooner than the Maturity Date of the Revolving Loans, (F) any Additional Loans shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (G) any Additional Loans shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below (such Persons being referred to herein as the "Additional Loan Lenders"), (H) each Additional Loan shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof, (I) the proceeds of any Additional Loans will be used to finance capital expenditures and working capital and other general corporate purposes, including Permitted Investments, (J) the Borrower shall execute such promissory notes as are necessary and requested by the Additional Loan Lenders to reflect the Additional Loans, (K) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (L) the Administrative Agent shall have received from the Borrower (1) updated financial projections and an officer's certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Loan, the Borrower will be in compliance with the financial covenants set forth in Section 5.9 and (2) such other documentation as the Administrative Agent may reasonably request, including, without limitation, corporate authorization documentation and legal opinions. Participation in any Additional Loans shall be offered first to each of the Loan Documents) existing Lenders on a pro rata basis, but none of such Lenders shall have occurred any obligation to provide all or any portion of any such Additional Loans. If the amount of any Additional Loans requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loans, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Additional Loans not taken by existing Lenders; provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request. In the case of Additional Revolving Loans, the existing Lenders shall make such assignments (which assignments shall not be continuing under subject to the requirements set forth in Section 10.6(c)) of the outstanding Revolving Loans and Participation Interests to the Additional Loan Lenders providing any Additional Revolving Loans so that, after giving effect to such assignments, each Lender holding a Revolving Commitment (including such Additional Loan Lenders) will hold Revolving Loans and Participation Interests equal to its Commitment Percentage of all outstanding Revolving Loans and LOC Obligations. Notwithstanding any provision of this Credit Agreement to the contrary, the Administrative Agent is authorized (with the consent of the Borrower and the Additional Loan Lenders), to enter into, on behalf of all Lenders, any amendment, modification or supplement to this Credit Agreement or any other Loan Documents, and no event shall have occurred that, with Credit Document as may be necessary to incorporate the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation terms of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 1 contract
Samples: Credit Agreement (Hni Corp)
Additional Loans. The Borrower shall have the right during the period from the Effective Date to but excluding the Maturity Date, to request the making of additional Loans (athe “Additional Loans”) At by providing written notice thereof to the Administrative Agent, which notice shall specify the amount of Loans requested and which shall be irrevocable once given; provided, however, that after giving effect to the making of any time after Additional Loans, the First Closing, but aggregate amount of the Commitments (if any) and the aggregate outstanding principal balance of the Loans shall not exceed $275,000,000 (less any prepayments of Loans prior to the Maturity Date or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lendersuch date). Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect to such increase, the amount of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the same terms and conditions of this AgreementAgreement (including, without limitation, the maturity date and interest rate of such Additional Loans) that are applicable to all other Loans. Each such borrowing of Additional Loans must be an aggregate minimum amount of $15,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) 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 the making of any 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 making of Additional Loans and the allocations of any making of 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, and any new Lender becoming a party to this Agreement in connection with any such making of Additional Loans must be an Eligible Assignee. Effecting the making of Additional Loans under this Section 2.16. is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of the making of such Additional Loans to Borrower in such amounts Loans, (y) the representations and at such Additional Closings as Lender and warranties made or deemed made by the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan DocumentsParty in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such making of Additional Loans 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 (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and no event (z) the Administrative Agent shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by received each of the Credit Parties thatfollowing, notwithstanding that this Agreement provides for in form and substance reasonably satisfactory to the opportunity for Additional Loans as hereby providedAdministrative Agent: (i) Lender has no obligation if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of any nature (A) all limited liability company or kind whatsoever other necessary action taken by the Borrower to make any authorize the making of such Additional Loans to and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the Credit Partiesguaranty of such Additional Loans; (ii) an opinion of counsel to the Credit Parties did not enter into this Agreement based on any promiseBorrower and the Guarantors, express or implied, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective DateAdministrative Agent; and (iii) each of if requested by the Credit Parties hereby fully and unconditionally waives applicable Lender, a new Note executed by the Borrower, payable to any and all claims, counterclaimssuch new Lenders, and defenses replacement Notes, as applicable, executed by the Borrower payable to any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such existing Lenders making such Additional Loans, in each case, in the amount of such Xxxxxx’s aggregate Loans at the time of the effectiveness of the applicable making of Additional Loans. In connection with the making of Additional Loans pursuant to this Section 2.16., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Term Loan Agreement (Sunstone Hotel Investors, Inc.)
Additional Loans. (a) At any time after the First Closing, but prior to the Maturity Date or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect to such increase, the amount of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral (including absence of liens on the Collateral), and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or and be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 1 contract
Samples: Senior Secured Credit Facility Agreement (Vapor Hub International Inc.)
Additional Loans. (a) At Subject to the terms and conditions hereof, at any time after the First Closing, but prior to the Maturity Date or earlier termination of this AgreementEffective Date, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny Lenders or condition approval any other Persons establish in favour of any such requests for any such Additional the Borrower one or more additional Loans in Lender’s sole an aggregate principal amount, for all such additional Loans, not exceeding Cdn.$50,000,000 (each such additional loan, an "Additional Loan"), provided that no Default has occurred and absolute discretionis continuing and that the Credit Parties would remain in pro forma compliance with the financial covenants in Section 5.13 immediately after giving effect to the Additional Loans,
(b) Notwithstanding anything to the contrary in this Agreement, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event Additional Loan shall require the consent of Default any Lender other than any Lender providing all or part of the Additional Loan, but each Additional Loan shall have occurred or be continuing; require the approval of the Administrative Agent, (ii) Borrower no Lender shall have executed and delivered a new or revised Promissory Note; any obligation to participate in any Additional Loan unless it agrees to do so in its sole discretion, (iii) after giving effect to such increase, the aggregate amount of the aggregate outstanding principal balance of all Additional Loans shall not be in excess of the maximum amount of credit available under this Agreement; exceed Cdn.$50,000,000, (iv) Lender no Additional Loans shall have reviewed and acceptedmature prior to the Maturity Date, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender no Additional Loan shall have received the benefit of any representations, warranties, covenants, events of default or other material provisions (other than pricing, which shall be determined by the Borrower and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such the lenders providing the Additional Loans, then subject ) which are not also extended to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderLenders.
(bc) It is expressly agreed Any Additional Loan shall be documented pursuant to an amendment agreement, or an amended and acknowledged by each restated version of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans satisfactory to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, Administrative Agent and executed by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that the lenders providing the Additional Loans beyond and the Initial Administrative Agent. For greater certainty, any Person providing any such Additional Loan would shall be entitled to share pro rata in any prepayments made or provided after by the Effective Date; Borrower to the Lenders and (iii) each the obligations of the Borrower and the other Credit Parties hereby fully and unconditionally waives under any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional LoansLoan shall be secured pari passu with the other Loans hereunder.
Appears in 1 contract
Samples: Term Loan Agreement (Microcell Telecommunications Inc)
Additional Loans. (a) At The Borrowers shall have the right at any time after and from time to time during the First Closingperiod beginning on the Effective Date to but excluding the Termination Date, but prior to the Maturity Date or earlier termination of this Agreement, request additional loans (“Additional Loans”) hereunder by the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by Representative providing written notice to Lender. Any such Additional Loans the Agent, which notice shall be subject irrevocable once given; provided, however, that after giving effect to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans the aggregate outstanding principal amount of the Loans shall not exceed $400,000,000. Each such borrowing of Additional Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 (or such other amounts as may be acceptable to the Agent and the Trust) in Lender’s sole 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 absolute discretionother 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, howeverfinancial 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, at and any new Lender becoming a minimum, 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 must precedent: (x) no Default or Event of Default shall be satisfiedin 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 Lender’s sole form and absolute discretionsubstance satisfactory to the Agent: (i) no Event if not previously delivered to the Agent, copies certified by the Secretary or Assistant Secretary of Default shall have occurred or be continuingthe 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 have executed and delivered a new or revised Promissory Note; (iii) after giving effect to such increase, the amount of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, CollateralGuarantors, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject addressed to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender Agent and the Borrower may mutually agree. Borrower may only request Additional Loans ifLenders covering such matters as reasonably requested by the Agent, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each 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 at the time of the Credit Parties hereby fully and unconditionally waives effectiveness of the making of the Additional Loans. In connection with any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond being made pursuant to this Section any Lender becoming a party hereto shall execute such documents and agreements as the Initial Loan, or any argument or implied covenant of fair dealing and good faith that Agent may in any way imply an obligation upon Lender to make such Additional Loansreasonably request.
Appears in 1 contract
Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; (ii) , the Borrower shall have executed the right during the period from the Closing Date until the date one Business Day prior to the Termination Date, to incur additional Indebtedness (the “Additional Loans”) under this Agreement in the form of one or more increases to the Revolving Committed Amount by an aggregate amount of up to $100,000,000. The following terms and delivered conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Revolving Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Revolving Loans, (d) any such Additional Loan shall be obtained from existing Revolving Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such increase in the Revolving Committed Amount shall be in a new minimum principal amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used to finance working capital and other general corporate purposes, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Revolving Lenders to reflect the Additional Loans, (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (i) the Administrative Agent shall have received from the Borrower an officer’s certificate in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Loan, the Borrower will be in compliance with the financial covenants set forth in Sections 5.1(l) and (m). Participation in any Additional Loan shall be offered first to each of the existing Revolving Lenders, but each such Revolving Lender shall have no obligation to provide all or revised Promissory Note; any portion of any such Additional Loan. If the amount of any Additional Loan requested by the Borrower shall exceed the commitments which the existing Revolving Lenders are willing to provide with respect to such Additional Loan, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Revolving Lenders hereunder for the portion of such Additional Loan not taken by existing Revolving Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request, provided further that (iiii) the existing Revolving Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 9.6(b)) of the outstanding Revolving Loans and Participation Interests to the Additional Loan Lenders so that, after giving effect to such increaseassignments, each Revolving Lender holding a Revolving Commitment (including such Additional Loan Lenders) will hold Revolving Loans and Participation Interests equal to its Commitment Percentage of all outstanding Revolving Loans and LOC Obligations and (ii) such assignments and the amount transactions relating thereto shall be subject to Section 2.16. The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and acceptedLenders, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject amendment to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan DocumentsCredit Document as may be necessary to incorporate the terms of any Additional Loan. Any increase in the Revolving Committed Amount pursuant to this Section 2.22 shall be permanent, and no event shall have occurred that, with except to the passage extent such Revolving Committed Amount is subsequently reduced pursuant to Section 2.5(a). At the time of timeany such increase in the Revolving Committed Amount, the giving Revolving Commitment Percentages of notice, or both, would constitute a default or an Event of Default hereunder or thereunderexisting Revolving Lenders and new Revolving Lenders shall be adjusted accordingly.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 1 contract
Samples: Credit Agreement (Ruddick Corp)
Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; , the Company and the Foreign Borrowers shall have the right to increase the Aggregate Revolving Commitment (an “Additional Commitment”) by an aggregate amount of up to $50,000,000 (the “Aggregate Additional Commitment”) at any time prior to the date that is one Business Day prior to the Maturity Date. The following terms and conditions shall apply to any Additional Commitment: (i) the loans made under the Additional Commitment (each an “Additional Loan”) shall constitute Credit Party Obligations, (ii) Borrower such Additional Loans shall have executed and delivered a new or revised Promissory Note; the same terms (including interest rate) as the existing Revolving Loans, (iii) any such Additional Loans shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Revolving Loans, (iv) any such Additional Commitment shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (v) such Additional Commitment shall be in a minimum principal Dollar Equivalent (determined as of the most recent Revaluation Date) of $5,000,000 or the unused portion of the limit set forth above and integral multiples of $1,000,000 in excess thereof, (vi) the proceeds of any Additional Loan will be used to finance capital expenditures and working capital and other general corporate purposes, including Permitted Acquisitions, (vii) the Company and the Foreign Borrowers shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Commitment and the Additional Loans, (viii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied with respect to such Additional Loans, (ix) the Administrative Agent shall have received such legal opinions from counsel to the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent reasonably shall request, (x) the Administrative Agent shall have received such amendments to the Credit Documents, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent reasonably shall request and (xi) the Administrative Agent shall have received from the Company updated financial projections and an officer’s certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Commitment or Additional Loans, the Company will be in compliance with the financial covenants set forth in Section 5.9. Participation in any Additional Commitment may be offered to each of the existing Lenders, but no such Lender shall be required to provide all or any portion of any such Additional Loan. Failure of any Lender to respond to a request for an Additional Loan shall be deemed a rejection by such Lender of such request. If the amount of any Additional Loan requested by the Company shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loan, then the Company may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Agreement as Lenders hereunder for the portion of such Additional Commitment not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Company may reasonably request. The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 10.6(b)) of the outstanding Loans and Participation Interests to the Lenders providing any an Additional Commitment so that, after giving effect to such increaseassignments, each Lender (including the amount Lenders providing the Additional Commitments) will hold Loans and Participation Interests equal to its Ratable Share of all outstanding Loans and L/C Obligations. The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and acceptedLenders, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject amendment to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with Credit Document as may be necessary to incorporate the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation terms of any nature Additional Loan or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional LoansCommitment.
Appears in 1 contract
Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; (ii) , the Borrower shall have executed the right during the period from the Closing Date until the date one Business Day prior to the Termination Date, to incur additional Indebtedness (the “Additional Loans”) under this Agreement in the form of one or more increases to the Revolving Committed Amount by an aggregate amount of up to $100,000,000. The following terms and delivered conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Revolving Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Revolving Loans, (d) any such Additional Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such increase in the Revolving Committed Amount shall be in a new or revised Promissory Note; minimum principal amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof, (iiif) the proceeds of any Additional Loan will be used to finance working capital and other general corporate purposes, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans, (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (i) the Administrative Agent shall have received from the Borrower an officer’s certificate in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such increaseAdditional Loan, the Borrower will be in compliance with the financial covenants set forth in Sections 5.1(l) and (m). Participation in any Additional Loan shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or any portion of any such Additional Loan. If the amount of any Additional Loan requested by the aggregate outstanding principal balance of all Loans Borrower shall not be in excess of exceed the maximum amount of credit available under commitments which the existing Lenders are willing to provide with respect to such Additional Loan, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required Credit Agreement as Lenders hereunder for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for portion of such Additional LoansLoan not taken by existing Lenders, then subject provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender Administrative Agent and the Borrower may mutually agreereasonably request. Borrower may only request Additional Loans ifThe Administrative Agent is authorized to enter into, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any on behalf of the Loan Documents) shall have occurred or be continuing under Lenders, any amendment to this Agreement or any other Loan DocumentsCredit Document as may be necessary to incorporate the terms of any Additional Loan. Any increase in the Revolving Committed Amount pursuant to this Section 2.21 shall be permanent, and no event shall have occurred that, with except to the passage extent such Revolving Committed Amount is subsequently reduced pursuant to Section 2.4(a). At the time of timeany such increase in the Revolving Committed Amount, the giving Commitment Percentages of notice, or both, would constitute a default or an Event of Default hereunder or thereunderexisting Lenders and new Lenders shall be adjusted accordingly.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 1 contract
Samples: Credit Agreement (Ruddick Corp)
Additional Loans. (aSubject to the terms and conditions of this Section 1(b) At any time after and all Applicable Laws, the First ClosingCompany shall be entitled to elect to enter into one or more tranches of additional Loans under this Agreement ranking pari passu with the Loans funded on the Closing Date. Such additional Loans may be incurred by the Company and advanced by one or more Lenders or by one or more new banks, financial institutions or other entities without the consent of the Paying Agent or the Lenders, but prior to the Maturity Date or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, the terms and Lender shall have conditions of this Agreement and the absolute right to withhold, deny or condition approval satisfaction of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: conditions:
(i) no Default or Event of Default shall have occurred or and be continuing; , or would result from such additional Loans (including, without limitation, under Sections 10.7, 10.8 and 10.9);
(ii) Borrower shall have executed such Loans may only be incurred by the Company if the sum of (x) the amount of to-be-funded Loans and delivered a new or revised Promissory Note; (y) the aggregate principal amount of outstanding Loans is not greater than the Borrowing Base;
(iii) after giving effect no Dispute Request as to such increase, the amount of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; Aggregate MSR Value is unresolved;
(iv) the additional Loans may have terms, including interest rate and maturity, which are different than those applicable to the Loans incurred on the Closing Date; provided that the maturity date of the additional Loans may not be earlier than the Maturity Date;
(v) the incurrence of additional Loans will not contravene any Applicable Law;
(vi) all representations and warranties contained in this Agreement are true and correct on and as the date on which the additional Loans are funded as though made on and as of such date (or, if any such representation or warranty related solely to an earlier date, as of such earlier date);
(vii) the Company shall have delivered a certificate to each Lender, dated as of the applicable closing date, stating that each of the conditions precedent to such incurrence set forth in this Section 1(b) other than in this clause (vii) have been fulfilled; and
(viii) each Lender shall have reviewed received opinions from in-house and acceptedoutside counsel for the Company dated the applicable closing date and covering those matters identified on Schedule C. The Company shall give the Paying Agent and the Lenders not less than ten (10) Business Days’ notice of the proposed incurrence of additional Loans under this Agreement and each Lender may elect or decline, in its sole and absolute discretion, to participate, in whole with the revenuesother Lenders hereunder, incomeor in part, Collateralin such advance. Notwithstanding anything to the contrary in Section 18.1, the Company and other financial any Lenders or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Persons advancing additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that may enter into such amendments to this Agreement provides for as may be reasonably necessary to effect the opportunity for Additional Loans as hereby provisions of this Section 1(b); provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond no such amendments shall modify the Initial Loan would be made affirmative and negative covenants applicable to or provided after financial covenants binding upon the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may Company other than in any way imply an obligation upon Lender to make such Additional Loansaccordance with Section 18.1.
Appears in 1 contract
Samples: Credit Agreement (loanDepot, Inc.)
Additional Loans. (a) At any time after the First Closing, but prior to the Maturity Date or earlier termination of this Agreement, the Borrower The Company may request that the Lenders may make additional term loans (each, an “Incremental Loan”) to the Company on a pro rata basis in an aggregate principal amount not to exceed $8,400,000, which shall be deemed to be Permitted Indebtedness, subject to the following terms and conditions:
i. No Lender shall be obligated or committed to make such Incremental Loans;
ii. Each Lender shall first be offered the ability to participate in such increase on a pro rata basis, and if there in sufficient participation by certain Lenders, the other Lenders can exercise such participation;
iii. Such request is made prior the one (1) year anniversary of the Closing Date;
iv. No Event of Default has occurred since the Closing Date;
v. The Incremental Loans shall be on the same terms as the Additional Term Loans hereunder at Additional Closings by written notice to Lenderfunded on the Closing Date; and
vi. Any such Additional Such Incremental Loans shall be subject to delivery of such other deliverables as requested by the Collateral Agent and participating Lenders. To the extent that the existing Lenders have not agreed to provide such Incremental Loans pursuant to Section 2(d)(i), within five (5) Business Days after receiving such offer from the Company, the Company may then offer such opportunity to any other financing sources (a “New Lender’s prior written approval”), which New Lender shall be reasonably acceptable to the Collateral Agent and Required Lenders, on the same terms set forth in Section 2(d)(i)(1) through (6). Each New Lender shall execute a lender joinder reasonably satisfactory to the Collateral Agent pursuant to which such New Lender shall join and become a party to this Agreement and the Transaction Documents. Borrowers shall pay all costs and expenses incurred by Collateral Agent, each existing Lender participating in such increase and each New Lender in connection with the negotiations regarding, and Lender shall have the absolute right to withholdpreparation, deny or condition approval negotiation, execution and delivery of any such requests for any such Additional Loans in Lender’s sole all agreements and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have instruments executed and delivered a new or revised Promissory Note; (iii) after giving effect to in connection with, such increaseIncremental Loan, provided however, the amount obligations of Borrower for such costs and expenses solely related to the aggregate outstanding principal balance of all amendment to implement such Incremental Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderexceed $35,000.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 1 contract
Samples: Senior Secured Term Loan Agreement (Nauticus Robotics, Inc.)
Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred and be continuing or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) result after giving effect to such increaseAdditional Loans, the Borrower shall have the right during the period from the Closing Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness (the “Additional Loans”) under this Credit Agreement in the form of one or more increases to the Aggregate Revolving Committed Amount by an aggregate amount of up to $500,000,000. The following terms and conditions shall apply to all Additional Loans: (a) the aggregate outstanding principal balance loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of all Loans prepayments on the same basis as comparable Loans, (d) any such Additional Loan shall not be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Loan shall be in excess a minimum principal Dollar Amount (determined as of the maximum amount most recent Revaluation Date) of credit available $50,000,000 and integral multiples of $5,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used in accordance with Section 3.13, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans and (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied.representations and warranties made by the Borrower herein or in any other Credit Document or which are contained in any certificate furnished at any time under or in connection herewith or therewith shall be true and correct in all material respects on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date). The Borrower may invite existing Lenders or other banks, financial institutions and investment funds that are not Lenders and that are reasonably acceptable to the Administrative Agent and that would satisfy the same criteria that would be required for such bank, financial institution or investment fund to be an “Eligible Assignee” to join this Agreement; Credit Agreement as Lenders to provide any Additional Loans, provided (ivi) no existing Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial any obligation to provide all or other underwriting criteria required for the increase; any portion of any such Additional Loan and (vii) Lender such other banks, financial institutions and investment funds that are not existing Lenders shall have received any and all documents or enter into such joinder agreements to give effect thereto as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender Administrative Agent and the Borrower may mutually agreereasonably request and shall thereafter be deemed to be Lenders. Borrower may only request Additional Loans if, The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Lender’s sole and absolute discretion, no default Sections 10.6(c) or “Event of Default” (as such term is defined in any 10.6(e)) of the outstanding Loans (excluding Competitive Loans) and Participation Interests to the Lenders providing any Additional Loan Documentsso that, after giving effect to such assignments, each Lender (including the Lenders providing the Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations (and accordingly the Borrower shall have occurred or be continuing under pay any additional amounts required pursuant to Section 2.17). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Loan Documents, and no event shall have occurred that, Credit Document consistent with this Section 2.5 as may be necessary to incorporate the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation terms of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 1 contract
Samples: Credit Agreement (Hyatt Hotels Corp)
Additional Loans. (a) At any time after the First Closing, but prior to the Maturity Date or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect to such increase, the amount of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or and be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 1 contract
Samples: Senior Secured Credit Facility Agreement (Vapor Hub International Inc.)
Additional Loans. Subject to the approval of the Administrative Agent (a) At which approval shall not be unreasonably withheld, delayed, or conditioned, except with respect to the fees to be paid to the Administrative Agent for arranging the increase), the Borrower shall have the right at any time, and from time to time, during the period beginning after the First ClosingEffective Date to, but excluding, the date that is one hundred eighty (180) days prior to the Maturity Termination Date or earlier termination of this Agreement, the Borrower may to request that Lender make Additional Loans hereunder at Additional Closings by providing written notice to Lender. Any such Additional Loans the Administrative Agent, which notice shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretionirrevocable once given; provided, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: that (i) no Event the aggregate principal amount of Default all Additional Loans made by the Lenders, together with any Commitment to provide Additional Loans, shall have occurred or be continuingnot exceed $100,000,000; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect to such increase, the each Additional Loan is in an aggregate minimum amount of the aggregate outstanding principal balance $25,000,000 and integral multiples of all Loans shall not be $5,000,000 in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Datethereof; and (iii) no Additional Loan shall have a maturity date later than the Termination Date. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the arrangement and syndication of 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 such Additional Loans and the allocations of such Additional Loans among existing Lenders and/or other banks, financial institutions and other institutional lenders accepted by the Administrative Agent to provide an Additional Loan. No Lender shall be obligated in any way whatsoever to increase its Commitment or the principal amount of any outstanding Loan or to provide an Additional Loan, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Notwithstanding the foregoing, the Borrower may not request, and no Additional Loan may be advanced unless each of the Credit Parties hereby fully following conditions precedent are satisfied: (w) no Default or Event of Default shall be in existence on the date the Borrower requests an Additional Loan or on the date any Additional Loan is advanced, (x) the representations and unconditionally waives 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 claimsmaterial respects on the date any Additional Loan is advanced 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, counterclaims(y) U.S. Bank and PNC Bank, National Association (or their respective Affiliates, as applicable) shall have received payment of all fees and reimbursement of all expenses (including reasonable attorneys' fees and disbursements) payable with respect to such Additional Loans from the Borrower under the Fee Letters and the Loan Documents, and defenses (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, (iii) new 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 them may have based on their Loans, in the aggregate principal amount of such Lender's Loan after giving effect to the advance of any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond which such Lender has agreed (in its sole discretion) to make; and (iv) the Initial Loan Parties and any Lender (whether a Lender of an Effective Date Loan or a Lender of an Additional Loan, or any argument or implied covenant of fair dealing ) shall have executed such documents and good faith that agreements as the Administrative Agent may in any way imply an obligation upon Lender to make such Additional Loansreasonably request.
Appears in 1 contract
Samples: Term Loan Agreement (Colonial Realty Limited Partnership)
Additional Loans. (a) At The Borrower shall have the right at any time after and from time to time on not more than 3 different occasions during the First Closing, period from the Availability Termination Date to but prior to excluding the Term Loan Maturity Date or earlier termination of this Agreement, the Borrower may to request that Lender make Additional additional Loans hereunder at Additional Closings by providing written notice to Lender. Any such Additional Loans the Administrative Agent, which notice shall be subject irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of all Loans hereunder shall not exceed $600,000,000 less the amount of any prepayments of the Term Loans. Each such increase in the Loans must be in the aggregate minimum amount of $25,000,000 and integral multiples of $1,000,000 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 such increase and the allocations of the additional Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders, such Lenders and allocations to be mutually agreed upon by Administrative Agent and the Borrower and any approval of a Lender or allocation suggested by the one shall not be unreasonably withheld, conditioned or delayed by the other. Each Lender’s prior written approval, and Lender increase of the principal amount of its Loans or decision to provide a new Loan shall have the absolute right to withhold, deny or condition approval of any be made in such requests for any such Additional Loans in Lender’s sole and absolute discretion, howeverand no Lender shall be obligated in any way whatsoever to increase the principal amount of its Loans or provide a new Loan, at and any new Lender becoming a minimum, party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions must precedent: (x) no Default or Event of Default shall be satisfiedin existence on the effective date of such increase, (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 (except in the case of a representation or warranty qualified by materiality, in Lender’s sole which case such representation or warranty shall be true and absolute discretioncorrect in all 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 (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) no Event if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of Default shall have occurred (A) all partnership or be continuingother necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower shall have executed and delivered a new or revised Promissory Notethe Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) after giving effect except in the case of any Lender that has notified the Administrative Agent in writing that it elects not to such increasereceive a Note, new 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 amount of the aggregate outstanding principal balance amount of all such Lender’s Loans shall not be in excess at the time of the maximum effectiveness of the applicable increase in the aggregate amount of credit available under the Loan. In connection with any increase in the aggregate amount of the Loans pursuant to this Agreement; (iv) Section 2.14. any Lender becoming a party hereto shall have reviewed execute such documents and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower Administrative Agent may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderreasonably request.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 1 contract
Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred and be continuing or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) result after giving effect to such increaseAdditional Loans, the Borrower shall have the right during the period from the ClosingBridge Facility Termination Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness (the “Additional Loans”) under this Credit Agreement in the form of one or more increases to the Aggregate Revolving Committed Amount by an aggregate amount of up to $500,000,000. The following terms and conditions shall apply to all Additional Loans: (a) the aggregate outstanding principal balance loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of all Loans prepayments on the same basis as comparable Loans, (d) any such Additional Loan shall not be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Loan shall be in excess a minimum principal Dollar Amount (determined as of the maximum amount most recent Revaluation Date) of credit available $50,000,000 and integral multiples of $5,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used in accordance with Section 3.13, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans and (h) the representations and warranties made by the Borrower herein or in any other Credit Document or which are contained in any certificate furnished at any time under or in connection herewith or therewith shall be true and correct in all material respects on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date). The Borrower may invite existing Lenders or other banks, financial institutions and investment funds that are not Lenders and that are reasonably acceptable to the Administrative Agent and that would satisfy the same criteria that would be required for such bank, financial institution or investment fund to be an “Eligible Assignee” to join this Agreement; Credit Agreement as Lenders to provide any Additional Loans, provided (ivi) no existing Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial any obligation to provide all or other underwriting criteria required for the increase; any portion of any such Additional Loan and (vii) Lender such other banks, financial institutions and investment funds that are not existing Lenders shall have received any and all documents or enter into such joinder agreements to give effect thereto as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender Administrative Agent and the Borrower may mutually agreereasonably request and shall thereafter be deemed to be Lenders. Borrower may only request Additional Loans if, The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Lender’s sole and absolute discretion, no default Sections 10.6(c) or “Event of Default” (as such term is defined in any 10.6(e)) of the outstanding Loans (excluding Competitive Loans) and Participation Interests to the Lenders providing any Additional Loan Documentsso that, after giving effect to such assignments, each Lender (including the Lenders providing the Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations (and accordingly the Borrower shall have occurred or be continuing under pay any additional amounts required pursuant to Section 2.17). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Loan Documents, and no event shall have occurred that, Credit Document consistent with this Section 2.5 as may be necessary to incorporate the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation terms of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 1 contract
Samples: Credit Agreement (Hyatt Hotels Corp)
Additional Loans. (a) At The Borrower shall have the right at any time after and from time to time during the First Closing, but prior period beginning on the Closing Date to the Maturity Date or earlier termination of this Agreement, the Borrower may to request that Lender make Additional additional Loans hereunder at Additional Closings by providing written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretionAdministrative Agent (an “Increase Request”); provided, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) that after giving effect to any such increases, the aggregate amount of the Loans shall not exceed $150,000,000 (as reduced by any payments of the principal amount of the Facility). Each such Increase Request must be an aggregate minimum amount of $10,000,000 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 increase in the 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 such increase, and the amount allocations of the aggregate outstanding principal balance of all Loans shall not be in excess increase, among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery of the maximum amount Increase Request to the Administrative Agent, the Borrower shall enter into an engagement letter with the Administrative Agent and the Arrangers governing, among other things, the syndication of credit available under such increase, and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Loans made pursuant to this Agreement; (iv) Lender Section shall be regarded as Loans hereunder and accordingly shall have reviewed and acceptedthe same maturity date as, in its sole and absolute discretion, bear interest at the revenues, income, Collateralsame rates as, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then otherwise be subject to the satisfaction (or waiver) of the same terms and conditions of this Agreement, the Loans outstanding hereunder at the time such additional Loans are made. No Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined be obligated in any way whatsoever to increase the principal amount of the Loan Documents) shall have occurred its Loans or be continuing under provide a new Loan, and any new Lender becoming a party to this Agreement or in connection with any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or such requested increase must be an Event of Default hereunder or thereunderEligible Assignee.
(b) It Effecting the increase of the Loans under this Section is expressly agreed subject to the following conditions precedent: (x) no Default shall be in existence on the effective date of such increase or would result from such proposed increase or from the application of the proceeds thereof, (y) the representations and acknowledged by warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the effective date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (z) the Administrative Agent shall have received each of the Credit Parties thatfollowing, notwithstanding that this Agreement provides for in form and substance reasonably satisfactory to the opportunity for Additional Loans as hereby providedAdministrative Agent: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans if not previously delivered to the Credit PartiesAdministrative Agent, copies certified by the Secretary or Assistant Secretary of the Borrower or Guarantor, as applicable, of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Credit Parties did not enter into this Agreement based on any promiseBorrower and the Guarantors, express and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Required Lenders, in form and content similar to the opinion provided to the Administrative Agent and the Lenders pursuant to Section 5.01(a)(v) or impliedsuch other form acceptable to the Administrative Agent, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each to the extent requested, new 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. Any Lender receiving such a replacement Note shall promptly return to the Borrower the Note that was replaced. In connection with any additional Loans made pursuant to this Section 2.16, any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request. The Borrower shall pay such fees to the Administrative Agent, for its own account and for the benefit of the Credit Parties hereby fully and unconditionally waives Lenders providing such additional Loans, as determined at the time of such increase.
(c) This Section shall supersede any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation provisions in Section 0 or otherwise promised 0 to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loanscontrary.
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Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; (ii) , the Borrower shall have executed the right during the period from the Closing Date until the date one Business Day prior to the Termination Date, to incur additional Indebtedness (the “Additional Loans”) under this Agreement in the form of one or more increases to the Revolving Committed Amount by an aggregate amount of up to $100,000,000. The following terms and delivered conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Revolving Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Revolving Loans, (d) any such Additional Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such increase in the Revolving Committed Amount shall be in a new minimum principal amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used to finance working capital and other general corporate purposes, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans, (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (i) the Administrative Agent shall have received from the Borrower an officer’s certificate in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Loan, the Borrower will be in compliance with the financial covenants set forth in Sections 5.1(l) and (m). Participation in any Additional Loan shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or revised Promissory Note; any portion of any such Additional Loan. If the amount of any Additional Loan requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loan, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Additional Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request, provided further that (iiii) the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 9.6(b)) of the outstanding Revolving Loans and Participation Interests to the Additional Loan Lenders so that, after giving effect to such increaseassignments, each Lender holding a Revolving Commitment (including such Additional Loan Lenders) will hold Revolving Loans and Participation Interests equal to its Commitment Percentage of all outstanding Revolving Loans and LOC Obligations and (ii) such assignments and the amount transactions relating thereto shall be subject to Section 2.15. The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and acceptedLenders, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject amendment to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan DocumentsCredit Document as may be necessary to incorporate the terms of any Additional Loan. Any increase in the Revolving Committed Amount pursuant to this Section 2.21 shall be permanent, and no event shall have occurred that, with except to the passage extent such Revolving Committed Amount is subsequently reduced pursuant to Section 2.4(a). At the time of timeany such increase in the Revolving Committed Amount, the giving Commitment Percentages of notice, or both, would constitute a default or an Event of Default hereunder or thereunderexisting Lenders and new Lenders shall be adjusted accordingly.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 1 contract
Samples: Credit Agreement (Ruddick Corp)
Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; (ii) , the Borrower shall have executed the right during the period from the Closing Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness (the “Additional Loans”) under this Credit Agreement in the form of one or more increases to the Aggregate Revolving Committed Amount by an aggregate amount of up to $100,000,000 (for a total Aggregate Revolving Committed Amount of up to $350,000,000). The following terms and delivered conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (d) any such Additional Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Loan shall be in a new minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof, (f) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans, (g) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (h) each of BMO, in its capacity as Co-Lead Arranger, and the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance satisfactory to each of BMO, in its capacity as Co-Lead Arranger, and the Administrative Agent demonstrating that, after giving effect to any such Additional Loan, the Borrower will be in compliance with the financial covenants set forth in Sections 5.7 and 5.8. Participation in any Additional Loan shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or revised Promissory Note; any portion of any such Additional Loan. If the amount of any Additional Loan requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loan, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to BMO, in its capacity as Co-Lead Arranger, and the Administrative Agent (iiisuch approval not to be unreasonably withheld) to join this Credit Agreement as Lenders hereunder for the portion of such Additional Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as BMO, in its capacity as Co-Lead Arranger, the Administrative Agent and the Borrower may reasonably request. The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 8.6(c)) of the outstanding Loans and Participation Interests to the Lenders providing any Additional Loan so that, after giving effect to such increaseassignments, each Lender (including the amount of Lenders providing the aggregate outstanding principal balance Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans shall not be in excess and LOC Obligations. Each of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and acceptedBMO, in its sole and absolute discretion, the revenues, income, Collateralcapacity as Co-Lead Arranger, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional LoansAdministrative Agent is authorized to enter into, then subject to the satisfaction (or waiver) on behalf of the terms and conditions of Lenders, any amendment to this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Credit Agreement or any other Loan Documents, and no event shall have occurred that, with Credit Document as may be necessary to incorporate the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation terms of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
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Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; (ii) , the Borrower shall have executed the right during the period from the Closing Date until the date one Business Day prior to the Termination Date, to incur additional Indebtedness (the “Additional Loans”) under this Agreement in the form of one or more increases to the Revolving Committed Amount by an aggregate amount of up to $100,000,000. The following terms and delivered conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Revolving Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Revolving Loans, (d) any such Additional Loan shall be obtained from existing Revolving Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such increase in the Revolving Committed Amount shall be in a new minimum principal amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used to finance working capital and other general corporate purposes, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Revolving Lenders to reflect the Additional Loans, (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (i) the Administrative Agent shall have received from the Borrower an officer’s certificate in form and substance satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Loan, the Borrower will be in compliance with the financial covenants set forth in Sections 5.1(l) and (m). Participation in any Additional Loan shall be offered first to each of the existing Revolving Lenders, but each such Revolving Lender shall have no obligation to provide all or revised Promissory Note; any portion of any such Additional Loan. If the amount of any Additional Loan requested by the Borrower shall exceed the commitments which the existing Revolving Lenders are willing to provide with respect to such Additional Loan, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Agreement as Revolving Lenders hereunder for the portion of such Additional Loan not taken by existing Revolving Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request, provided further that (iiii) the existing Revolving Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 9.6(b) ) of the outstanding Revolving Loans and Participation Interests to the Additional Loan Lenders so that, after giving effect to such increaseassignments, each Revolving Lender holding a Revolving Commitment (including such Additional Loan Lenders) will hold Revolving Loans and Participation Interests equal to its Commitment Percentage of all outstanding Revolving Loans and LOC Obligations and (ii) such assignments and the amount transactions relating thereto shall be subject to Section 2.16. The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and acceptedLenders, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject amendment to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan DocumentsCredit Document as may be necessary to incorporate the terms of any Additional Loan. Any increase in the Revolving Committed Amount pursuant to this Section 2.22 shall be permanent, and no event shall have occurred that, with except to the passage extent such Revolving Committed Amount is subsequently reduced pursuant to Section 2.5(a). At the time of timeany such increase in the Revolving Committed Amount, the giving Revolving Commitment Percentages of notice, or both, would constitute a default or an Event of Default hereunder or thereunderexisting Revolving Lenders and new Revolving Lenders shall be adjusted accordingly.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 1 contract
Samples: Credit Agreement (Ruddick Corp)
Additional Loans. (a) At any time after the First ClosingThe Lenders may, but prior in their sole discretion and on terms and conditions acceptable to the Maturity Date Lenders, make Additional Loans available to the Borrowers for the purpose of refinancing Indebtedness in respect of or earlier termination acquiring, directly or through one or more Wholly-Owned Subsidiaries of the Guarantor, additional Vessels. Following receipt of a Drawdown Request, the Lenders will determine whether they will agree to make Additional Loans available to the Borrowers on a joint and several basis. If the Lenders decline to make the proposed Additional Loans, such Drawdown Request shall be deemed to be cancelled automatically. In the event that the Lenders elect to make available Additional Loans, then the Borrowers, the Guarantor, the Agent and the Lenders shall set forth in a schedule, which together with the related Drawdown Request shall be deemed a part of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval amortization of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect to such increase, the amount of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then any Make-Whole Amount payable in connection with any optional prepayment thereof and such other terms and conditions as may be agreed upon by the Lenders, the Agent and such Borrower.
(b) Each of the Lenders, relying upon each of the representations and warranties of the Credit Parties and the guaranty of the Guarantor, hereby severally and not jointly agrees with each Borrower that, upon its agreement to make Additional Loans available, satisfaction of the applicable conditions precedent set forth in Article V and subject to the satisfaction (or waiver) of and upon the terms and conditions of this AgreementAgreement and such other terms and conditions acceptable to the Lenders, Lender shall it will, on each Drawdown Date, make such Additional Loans available to the applicable Borrower in such amounts and an aggregate amount not to exceed its Loan Commitment ratably with the other Lenders according to their respective Loan Commitments. The maximum aggregate amount of all Loans which may be outstanding at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing time under this Agreement or any other is the Aggregate Loan DocumentsCommitment, as may be reduced pursuant to Sections 2.06 and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder2.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 1 contract
Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred and be continuing or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) result after giving effect to such increaseAdditional Loans, the Borrower shall have the right during the period from the Closing Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness (the “Additional Loans”) under this Credit Agreement in the form of one or more increases to the Aggregate Revolving Committed Amount by an aggregate amount of up to $500,000,000. The following terms and conditions shall apply to all Additional Loans: (a) the aggregate outstanding principal balance loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of all Loans prepayments on the same basis as comparable Loans, (d) any such Additional Loan shall not be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Loan shall be in excess a minimum principal Dollar Amount (determined as of the maximum amount most recent Revaluation Date) of credit available $50,000,000 and integral multiples of $5,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used in accordance with Section 3.13, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans and (h) the representations and warranties made by the Borrower herein or in any other Credit Document or which are contained in any certificate furnished at any time under or in connection herewith or therewith shall be true and correct in all material respects on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date). The Borrower may invite existing Lenders or other banks, financial institutions and investment funds that are not Lenders and that are reasonably acceptable to the Administrative Agent and that would satisfy the same criteria that would be required for such bank, financial institution or investment fund to be an “Eligible Assignee” to join this Agreement; Credit Agreement as Lenders to provide any Additional Loans, provided (ivi) no existing Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial any obligation to provide all or other underwriting criteria required for the increase; any portion of any such Additional Loan and (vii) Lender such other banks, financial institutions and investment funds that are not existing Lenders shall have received any and all documents or enter into such joinder agreements to give effect thereto as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender Administrative Agent and the Borrower may mutually agreereasonably request and shall thereafter be deemed to be Lenders. Borrower may only request Additional Loans if, The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Lender’s sole and absolute discretion, no default Sections 10.6(c) or “Event of Default” (as such term is defined in any 10.6(e)) of the outstanding Loans (excluding Competitive Loans) and Participation Interests to the Lenders providing any Additional Loan Documentsso that, after giving effect to such assignments, each Lender (including the Lenders providing the Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations (and accordingly the Borrower shall have occurred or be continuing under pay any additional amounts required pursuant to Section 2.17). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Loan Documents, and no event shall have occurred that, Credit Document consistent with this Section 2.5 as may be necessary to incorporate the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation terms of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 1 contract
Samples: Credit Agreement (Hyatt Hotels Corp)
Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; , the Borrower shall have the right during the period from the Closing Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness (the “Additional Loans”) under this Loan Agreement in the form of one or more tranches of term loans that may increase the Aggregate Funded Amount by an aggregate amount of up to $30,000,000, and, when combined with the Aggregate Committed Amount on the Closing Date, may not exceed $300,000,000. The following terms and conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Loan Party Obligations, (b) such Additional Loan (i) shall rank pari passu in right of payment with the existing Loans, (ii) Borrower shall not mature earlier than the Maturity Date (but may have executed amortization prior to such date) and delivered a new or revised Promissory Note; (iii) shall otherwise be treated substantially the same as (and in any event no more favorably than) the existing Loans; provided that (x) the terms and conditions applicable to any tranche of Additional Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (y) such Additional Loan may be priced differently than the existing Loans, (c) any such Additional Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (d) such Additional Loan shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof, (e) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans, (f) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (g) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Additional Loan, the Borrower will be in compliance with the financial covenants set forth in Sections 5.7 and 5.8. Participation in any Additional Loan shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or any portion of any such Additional Loan. If the amount of any Additional Loan requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loan, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Loan Agreement as Lenders hereunder for the portion of such Additional Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request. The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 8.6(c)) of the outstanding Loans to the Lenders providing any Additional Loan so that, after giving effect to such increaseassignments, each Lender (including the amount Lenders providing the Additional Loans) will hold Loans equal to its Commitment Percentage of all outstanding Loans. The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under Lenders, any amendment to this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with Document as may be necessary to incorporate the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation terms of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 1 contract
Additional Loans. (a) At any time after As contemplated by Section 2.12 of the First ClosingTerm Loan Agreement, but the Borrowers have requested each Lender whose Commitment set forth on Schedule 2.01 attached hereto exceeds the outstanding principal amount of such Lender's Loan immediately prior to the Maturity Date or earlier termination effectiveness of this AgreementAmendment (an “Increasing Lender”), to increase the Borrower may request that Lender make Additional Loans hereunder at Additional Closings principal amount of such Lender's Loan by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or be continuing; (ii) Borrower shall have executed and delivered a new or revised Promissory Note; (iii) after giving effect to such increase, the amount of such excess. Subject to the aggregate outstanding terms of this Amendment and the Term Loan Agreement (as amended by this Amendment), each Increasing Lender is willing to increase the principal balance of all Loans shall not be in excess of the maximum amount of credit available under this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, such Lender's Loan by the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for amount of such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunderexcess.
(b) It is expressly agreed and acknowledged In addition, as contemplated by each Section 2.12 of the Credit Parties thatTerm Loan Agreement, notwithstanding the Borrowers have requested each Person identified as a Lender on Schedule 2.01 attached hereto who is not a Lender immediately prior to the effectiveness of this Amendment (a “New Lender”) to make a Loan to the Borrowers in a principal amount equal to the amount of such New Lender's Commitment set forth on Schedule 2.01 attached hereto. Subject to the terms of this Amendment and the Term Loan Agreement (as amended by this Amendment), each New Lender is willing to make such Loan.
(c) Upon the effectiveness of this Amendment, each New Lender acknowledges and agrees that this it shall be a Lender under the Term Loan Agreement provides for and shall have all of the opportunity for Additional Loans rights and obligations of a Lender under the Term Loan Agreement having a Loan in the amount of such New Lender's Commitment as hereby provided: set forth on Schedule 2.01 attached hereto, all as if such New Lender were an original Lender under and signatory to the Term Loan Agreement. Each New Lender (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Agreement, (B) upon the effectiveness of this Amendment, it shall be bound by the provisions of the Term Loan Agreement as a Lender thereunder and, to the extent of its Loan, shall have the obligations of a Lender thereunder and (C) it has no obligation received a copy of any nature or kind whatsoever the Term Loan Agreement, together with copies of the most recent financial statements delivered thereunder, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any such Additional Loans to the Credit Partiesother Lender; and (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.agrees that
Appears in 1 contract
Samples: Term Loan Agreement (Highwoods Realty LTD Partnership)
Additional Loans. (a) At any time after the First Closing, but prior Subject to the Maturity Date terms and conditions set forth herein, so long as no Default or earlier termination of this Agreement, the Borrower may request that Lender make Additional Loans hereunder at Additional Closings by written notice to Lender. Any such Additional Loans shall be subject to Lender’s prior written approval, and Lender shall have the absolute right to withhold, deny or condition approval of any such requests for any such Additional Loans in Lender’s sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred or and be continuing; , the Borrower shall have the right during the period from the Closing Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness (the “Additional Loans”) under this Credit Agreement in the form of one or more increases to the Aggregate Revolving Committed Amount by an aggregate amount of up to $500,000,000. The following terms and conditions shall apply to all Additional Loans: (a) the loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (d) any such Additional Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Loan shall be in a minimum principal Dollar Amount (determined as of the most recent Revaluation Date) of $50,000,000 and integral multiples of $10,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used in accordance with Section 3.13, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans and (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied. The Borrower may invite existing Lenders or other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders to provide any Additional Loans, provided (i) no existing Lender shall have any obligation to provide all or any portion of any such Additional Loan and (ii) such other banks, financial institutions and investment funds that are not existing Lenders shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request. The existing Lenders shall have executed make such assignments (which assignments shall not be subject to the requirements set forth in Sections 10.6(c) or 10.6(e)) of the outstanding Loans (excluding Competitive Bid Loans) and delivered a new or revised Promissory Note; (iii) Participation Interests to the Lenders providing any Additional Loan so that, after giving effect to such increaseassignments, each Lender (including the amount Lenders providing the Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations (and accordingly the Borrower shall pay any additional amounts required pursuant to Section 2.17). The Administrative Agent is authorized to enter into, on behalf of the aggregate outstanding principal balance of all Loans shall not be in excess of the maximum amount of credit available under Lenders, any amendment to this Agreement; (iv) Lender shall have reviewed and accepted, in its sole and absolute discretion, the revenues, income, Collateral, and other financial or other underwriting criteria required for the increase; and (v) Lender shall have received any and all documents or agreements as it shall require in its sole and absolute discretion. If Lender approves any request for such Additional Loans, then subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Lender shall make such Additional Loans to Borrower in such amounts and at such Additional Closings as Lender and the Borrower may mutually agree. Borrower may only request Additional Loans if, in Lender’s sole and absolute discretion, no default or “Event of Default” (as such term is defined in any of the Loan Documents) shall have occurred or be continuing under this Credit Agreement or any other Loan Documents, and no event shall have occurred that, Credit Document consistent with this Section 2.5 as may be necessary to incorporate the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder.
(b) It is expressly agreed and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity for Additional Loans as hereby provided: (i) Lender has no obligation terms of any nature or kind whatsoever to make any such Additional Loans to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that Additional Loans beyond the Initial Loan would be made or provided after the Effective Date; and (iii) each of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have based on any argument that Lender had any obligation or otherwise promised to fund or make Additional Loans beyond the Initial Loan, or any argument or implied covenant of fair dealing and good faith that may in any way imply an obligation upon Lender to make such Additional Loans.
Appears in 1 contract
Samples: Credit Agreement (Hyatt Hotels Corp)
