Expansion Option(a) Sample Clauses

Expansion Option(a). (a) The Borrower may from time to time elect to add one or more additional tranches of term loans or increase the existing Loan (each an “Incremental Term Facility” and the loans extended thereunder, the “Incremental Loans”) or a combination thereof in (i) an unlimited amount so long as, on a Pro Forma Basis after giving effect to the incurrence of any such Incremental Term Facility (assuming the full amount thereof is drawn) and after giving effect to any acquisition consummated in connection therewith and all other appropriate pro forma adjustments, the Borrower is in compliance with the financial covenant in Section 5.12(a) as of the last date of the immediately preceding Test Period plus, (ii) the amount of any optional prepayments of the Loans or any Incremental Loans since the Effective Date (it being understood that any such voluntary prepayment financed with the proceeds of a substantially concurrent borrowing under an Incremental Term Facility shall be permitted under this clause (ii)), in each case, subject solely to the following terms and conditions: (i) no existing Lender will be required to participate in any such Incremental Term Facility without its consent; (ii) no Default or Event of Default under the Financing Documents would exist after giving effect thereto, or, if the proceeds of any Incremental Term Facility are being used to finance a Permitted Acquisition or other permitted investment, no Default or Event of Default would exist as of the date of signing the definitive agreement with respect to such Permitted Acquisition or other permitted investment; (iii) (y) the maturity date of such Incremental Term Facilities shall be no earlier than the Maturity Date or, if later, the latest maturity date of any other Incremental Term Facility then outstanding and (z) if such Incremental Term Facility (a) is made a part of the existing tranche of Loans, shall be on the exact same terms and pursuant to the exact same documentation applicable to the Facility (other than with respect to closing fees, upfront fees and similar closing payments which shall be as agreed between the Borrower and the Increasing Lender) or (b) consists of an additional tranche of term loans, shall have such terms as determined by the Borrower and the Augmenting Lenders; and (iv) the interest rate margins and (subject to clause (iii)(z)) amortization schedule applicable to any Incremental Term Facility shall be determined by the Borrower and the Augmenting Lenders or oth...