Common use of Increase in Amount of Term Loans Clause in Contracts

Increase in Amount of Term Loans. The Borrower may, at any time, upon prior written notice to the Administrative Agent, institute one or more additional term loans (each an “Incremental Term Loan”); provided that (A) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. (B) no Default or Event of Default shall exist and be continuing at the time of any such increase. (C) no existing Lender shall be under any obligation to participate in any Incremental Term Loan and any such decision whether to participate shall be in such Lender’s sole and absolute discretion. (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to participate in an Incremental Term Loan shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent. (E) following the advance of an Incremental Term Loan, such amounts shall be deemed to be Closing Date Term Loans and shall be subject to substantially the same terms and conditions as all other Closing Date Term Loans. (F) as a condition precedent to such Incremental Term Loan, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Incremental Term Loan and (2) certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (y) no Default or Event of Default exists. (G) as a condition precedent to such Incremental Term Loan, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such Incremental Term Loan, on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of such increase with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed revised to reflect the amount of the Incremental Term Loan and the Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such increase in the Closing Date Term Loans and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Amount of Term Loans. The Borrower may, at any time, upon prior written notice to the Administrative Agent, institute one or more additional term loans (each an “Incremental Term Loan”); provided that (A) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. (B) no Default or Event of Default shall exist and be continuing at the time of any such increase. (C) no existing Lender shall be under any obligation to participate in any Incremental Term Loan and any such decision whether to participate shall be in such Lender’s sole and absolute discretion. (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to participate in an Incremental Term Loan shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent. (E) following the advance of an Incremental Term Loan, such amounts shall be deemed to be Closing Date Term Loans and shall be subject to substantially the same terms and conditions as all other Closing Date Term Loans. (F) as a condition precedent to such Incremental Term Loan, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Incremental Term Loan and (2) certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (y) no Default or Event of Default exists. (G) as a condition precedent to such Incremental Term Loan, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such Incremental Term Loan, on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of such increase with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed revised to reflect the amount of the Incremental Term Loan and the Applicable Percentages of the applicable Lenders. (I) the Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such increase in the Closing Date Term Loans and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Amount of Term Loans. The Borrower may, at any time, upon prior written notice to the Administrative Agent, institute one or more additional term loans (each an “Incremental Term Loan”); provided that (A) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. (B) no Default or Event of Default shall exist and be continuing at the time of any such increase. (C) no existing Lender shall be under any obligation to participate in any Incremental Term Loan and any such decision whether to participate shall be in such Lender’s sole and absolute discretion. (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to participate in an Incremental Term Loan shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent. (E) following the advance of an Incremental Term Loan, such amounts shall be deemed to be Closing Date Term Loans and shall be subject to substantially the same terms and conditions as all other Closing Date Term Loans. (F) as a condition precedent to such Incremental Term Loan, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Incremental Term Loan and (2) certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (y) no Default or Event of Default exists. (G) as a condition precedent to such Incremental Term Loan, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such Incremental Term Loan, on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of such increase with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed revised to reflect the amount of the Incremental Term Loan and the Applicable Percentages of the applicable Lenders. (I) the The Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such increase in the Closing Date Term Loans and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).

Increase in Amount of Term Loans. The Borrower may, at any time, upon prior written notice to the Administrative Agent, institute one or more additional term loans (each an “Incremental Term Loan”); provided that (A) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. (B) no Default or Event of Default shall exist and be continuing at the time of any such increase. (C) no existing Lender shall be under any obligation to participate in any Incremental Term Loan and any such decision whether to participate shall be in such Lender’s sole and absolute discretion. (D) (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to participate in an Incremental Term Loan shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent. (E) following the advance of an Incremental Term Loan, such amounts shall be deemed to be Closing Date Term Loans and shall be subject to substantially the same terms and conditions as all other Closing Date Term Loans. (F) as a condition precedent to such Incremental Term Loan, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Incremental Term Loan and (2) certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (y) no Default or Event of Default exists. (G) as a condition precedent to such Incremental Term Loan, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such Incremental Term Loan, on a Pro Forma Basis, (1) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the first day of the four calendar quarter period ending as of the most recent calendar quarter end preceding the date of such increase with respect to which the Administrative Agent has received the Required Financial Information and (2) the Total Facility Outstandings do not exceed the Borrowing Base. (H) Schedule 2.01 shall be deemed revised to reflect the amount of the Incremental Term Loan and the Applicable Percentages of the applicable Lenders. (I) the The Borrower shall execute and provide new Notes to such Lenders as may request in connection herewith. (J) the Borrower shall pay all fees required in connection with such increase in the Closing Date Term Loans and all costs and expenses (including attorneys’ costs and fees) incurred by the Administrative Agent in documenting or implementing such increase. (K) After giving effect to such increase, the Borrowing Base Leverage will not exceed fifty-five percent (55.0%).