Incremental Facilities. (a) The Borrower may at any time or from time to time after the Restatement Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request: (i) one or more new term loan commitments of the same Type as any outstanding Loan (each, a “Term Loan Increase”), or (ii) the addition of one or more new tranches of term loans (each, an “Incremental Term Facility”; the commitments in respect thereof “Incremental Term Commitments”; the loans made pursuant to such commitments, “Incremental Term Loans”); and the Incremental Term Facilities, together with the Term Loan Increases, the “Incremental Facilities”) in favor of the Borrower in an amount not to exceed the Incremental Cap at the time of effectiveness of any such Incremental Facility; provided that, in the case of each of clauses (i) and (ii): (A) subject to Section 1.4(f), upon the effectiveness of any Incremental Facility, (x) no Event of Default shall have occurred and be continuing or would result therefrom and (y) the representations and warranties of the Borrower and each other Credit Party contained in Article 4 or any other Credit Document shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and after giving effect to, the incurrence of such Incremental Facility; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, (B) the maturity date of any Incremental Facility (i) that ranks pari passu in right of payment and of security with the Loans shall be no earlier than the Maturity Date and (ii) that ranks junior in right of payment and of security with the Loans or is unsecured shall be no earlier than the date that is 91 days following the Maturity Date, (C) any Incremental Facility shall not have a Weighted Average Life to Maturity shorter than the then-remaining Weighted Average Life to Maturity of the Loans, (D) subject to clause (K) below, any Incremental Facility shall be on the same terms as the Commitments and the Loans, (E) subject to clause (I) below, any Incremental Facility may be on the same terms as any class or tranche of Loans then outstanding (in which case the loans made pursuant to such Incremental Facility shall be deemed to be included in such class or tranche of Loans for all purposes of this Agreement), (F) without limiting clauses (A), (B) and (C) above and clause (G) below, borrowings under any Incremental Facility in the form of a “delayed draw” facility may be subject to such conditions to borrowing as the Borrower and the lenders under such Incremental Facility may agree, (G) the Incremental Facilities may rank pari passu or junior in right of payment and of security with the other Loans and, if secured, shall not be secured by any property or assets of Holdings, the Borrower or any Subsidiary other than the Collateral or may be unsecured (and to the extent unsecured, subordinated or junior in right of payment or security and documented in a separate facility, subject to an intercreditor agreement), and, if guaranteed, shall not be guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (H) subject to this subclause (a)(ii) and to clause (c) below and the preceding subclause (b), the interest rates and amortization schedule applicable to the Incremental Facility shall be determined by the Borrower and the lenders thereof, (I) any fees payable in connection with such Incremental Facilities shall be determined by the Borrower and the applicable Lender or Additional Lender providing such Incremental Facilities (the “Incremental Lenders”), (J) any such Incremental Facilities that are pari passu with the Loans in right of payment and security shall share ratably in any prepayments with the Loans unless the Borrower and the applicable Incremental Lenders elect lesser payments, and (K) to the extent that the terms and conditions of any Incremental Facility are not, in the good faith determination of the Borrower, substantially consistent with the terms of the Loans (except as provided for in the preceding clauses (B), (C), (G), (H), (I) or (J)), such terms and conditions shall be reasonably satisfactory to the Requisite Lenders; it being understood that (1) any Incremental Facility may provide for the ability to participate with respect to repayments on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then-outstanding Loans, (2) terms not substantially consistent with the terms of the Loans which are applicable only after the then-existing Maturity Date shall be deemed satisfactory to the Requisite Lenders and (3) terms contained in such Incremental Facility that are more favorable to the lenders or the agent under such Incremental Facility than those contained in the Credit Documents and are then conformed in (or added to) the Credit Documents for the benefit of the Lenders under the Credit Documents pursuant to the applicable Incremental Amendment shall, in each case, be deemed to be satisfactory to the Requisite Lenders. (b) Each tranche of Incremental Facilities shall be in an aggregate principal amount that is not less than $5,000,000, and in an integral multiple of $500,000 in excess thereof (provided that such amount may be less than $5,000,000 or $2,500,000, as the case may be, if such amount represents all remaining availability under the Incremental Cap). Each notice from the Borrower pursuant to this Section 2.21 shall set forth the requested amount and proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender (it being understood that no existing Lender will have an obligation to provide or make any portion of the commitments or loans under any Incremental Facility) or by any Additional Lender; provided, that the then-existing Lenders shall be offered an opportunity to participate in any Incremental Facility prior to any Additional Lender being offered such opportunity (it being agreed and understood that if such then-existing Lenders fail to deliver a commitment to participate in such Incremental Facility within ten (10) Business Days after receipt of such offer, such then-existing Lenders shall be deemed to have declined such opportunity and the Borrower shall be deemed to have complied with its obligations under this proviso). Commitments in respect of Incremental Facilities shall become Commitments under this Agreement, and any loans made pursuant to an Incremental Facility shall become Loans under this Agreement, pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by the Borrower, each Lender agreeing to provide such Commitment or term loan, if any, each Additional Lender, if any, and the Administrative Agent. Upon the effectiveness of any Incremental Amendment, each Additional Lender, if any, shall become a “Lender” under this Agreement with respect to its Commitments under such Incremental Amendment, and the commitments of the Lenders agreeing to provide such Incremental Facilities shall become “Commitments” hereunder; and any Incremental Facilities shall, when made, constitute “Loans” under this Agreement. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit 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 2.21, including increases to scheduled amortization to provide that any such Incremental Facility will be fungible with any tranche of existing Loans. The Borrower and its Subsidiaries shall use the proceeds of the Incremental Facilities for any purpose not prohibited by this Agreement. (c) Any loans incurred by the Borrower under any Incremental Facility that are pari passu with the Loans in right of payment and security shall, if applicable, be subject to an MFN Adjustment. (d) This Section 2.21 shall supersede any provisions in Section 2.14 or Section 10.5 to the contrary.
Appears in 6 contracts
Sources: Credit and Guaranty Agreement (Playboy, Inc.), Amendment No. 4 to Amended and Restated Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.)
Incremental Facilities. (a) The Borrower may at any time or from time to time after the Restatement Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request:
(i) one or more new term loan commitments of the same Type as any outstanding Loan (each, a “Term Loan Increase”), or
(ii) the addition of one or more new tranches of term loans (each, an “Incremental Term Facility”; the commitments in respect thereof “Incremental Term Commitments”; the loans made pursuant to such commitments, “Incremental Term Loans”); and the Incremental Term Facilities, together with the Term Loan Increases, the “Incremental Facilities”) in favor of the Borrower in an amount not to exceed the Incremental Cap at the time of effectiveness of any such Incremental Facility; provided that, in the case of each of clauses (i) and (ii):
(A) subject to Section 1.4(f), upon the effectiveness of any Incremental Facility, (x) no Event of Default shall have occurred and be continuing or would result therefrom and (y) the representations and warranties of the Borrower and each other Credit Party contained in Article 4 or any other Credit Document shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and after giving effect to, the incurrence of such Incremental Facility; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date,
(B) the maturity date of any Incremental Facility (i) that ranks pari passu in right of payment and of security with the Loans shall be no earlier than the Maturity Date and (ii) that ranks junior in right of payment and of security with the Loans or is unsecured shall be no earlier than the date that is 91 days following the Maturity Date,
(C) any Incremental Facility shall not have a Weighted Average Life to Maturity shorter than the then-remaining Weighted Average Life to Maturity of the Loans,
(D) subject to clause (K) below, any Incremental Facility shall be on the same terms as the Commitments and the Loans,
(E) subject to clause (I) below, any Incremental Facility may be on the same terms as any class or tranche of Loans then outstanding (in which case the loans made pursuant to such Incremental Facility shall be deemed to be included in such class or tranche of Loans for all purposes of this Agreement),
(F) without limiting clauses (A), (B) and (C) above and clause (G) below, borrowings under any Incremental Facility in the form of a “delayed draw” facility may be subject to such conditions to borrowing as the Borrower and the lenders under such Incremental Facility may agree,
(G) the Incremental Facilities may rank pari passu or junior in right of payment and of security with the other Loans and, if secured, shall not be secured by any property or assets of Holdings, the Borrower or any Subsidiary other than the Collateral or may be unsecured (and to the extent unsecured, subordinated or junior in right of payment or security and documented in a separate facility, subject to an intercreditor agreement), and, if guaranteed, shall not be guaranteed by any Subsidiaries other than the Subsidiary Guarantors,
(H) subject to this subclause (a)(ii) and to clause (c) below and the preceding subclause (b), the interest rates and amortization schedule applicable to the Incremental Facility shall be determined by the Borrower and the lenders thereof,
(I) any fees payable in connection with such Incremental Facilities shall be determined by the Borrower and the applicable Lender or Additional Lender providing such Incremental Facilities (the “Incremental Lenders”),
(J) any such Incremental Facilities that are pari passu with the Loans in right of payment and security shall share ratably in any prepayments with the Loans unless the Borrower and the applicable Incremental Lenders elect lesser payments, and
(K) to the extent that the terms and conditions of any Incremental Facility are not, in the good faith determination of the Borrower, substantially consistent with the terms of the Loans (except as provided for in the preceding clauses (B), (C), (G), (H), (I) or (J)), such terms and conditions shall be reasonably satisfactory to the Requisite Lenders; it being understood that (1) any Incremental Facility may provide for the ability to participate with respect to repayments on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then-outstanding Loans, (2) terms not substantially consistent with the terms of the Loans which are applicable only after the then-existing Maturity Date shall be deemed satisfactory to the Requisite Lenders and (3) terms contained in such Incremental Facility that are more favorable to the lenders or the agent under such Incremental Facility than those contained in the Credit Documents and are then conformed in (or added to) the Credit Documents for the benefit of the Lenders under the Credit Documents pursuant to the applicable Incremental Amendment shall, in each case, be deemed to be satisfactory to the Requisite Lenders.
(b) Each tranche of Incremental Facilities shall be in an aggregate principal amount that is not less than $5,000,000, and in an integral multiple of $500,000 in excess thereof (provided that such amount may be less than $5,000,000 or $2,500,000, as the case may be, if such amount represents all remaining availability under the Incremental Cap). Each notice from the Borrower pursuant to this Section 2.21 shall set forth the requested amount and proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender (it being understood that no existing Lender will have an obligation to provide or make any portion of the commitments or loans under any Incremental Facility) or by any Additional Lender; provided, that the then-existing Lenders shall be offered an opportunity to participate in any Incremental Facility prior to any Additional Lender being offered such opportunity (it being agreed and understood that if such then-existing Lenders fail to deliver a commitment to participate in such Incremental Facility within ten (10) Business Days after receipt of such offer, such then-existing Lenders shall be deemed to have declined such opportunity and the Borrower shall be deemed to have complied with its obligations under this proviso). Commitments in respect of Incremental Facilities shall become Commitments under this Agreement, and any loans made pursuant to an Incremental Facility shall become Loans under this Agreement, pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by the Borrower, each Lender agreeing to provide such Commitment or term loan, if any, each Additional Lender, if any, and the Administrative Agent. Upon the effectiveness of any Incremental Amendment, each Additional Lender, if any, shall become a “Lender” under this Agreement with respect to its Commitments under such Incremental Amendment, and the commitments of the Lenders agreeing to provide such Incremental Facilities shall become “Commitments” hereunder; and any Incremental Facilities shall, when made, constitute “Loans” under this Agreement. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit 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 2.21, including increases to scheduled amortization to provide that any such Incremental Facility will be fungible with any tranche of existing Loans. The Borrower and its Subsidiaries shall use the proceeds of the Incremental Facilities for any purpose not prohibited by this Agreement.
(c) Any loans incurred by the Borrower under any Incremental Facility that are pari passu with the Loans in right of payment and security shall, if applicable, be subject to an MFN Adjustment.
(d) This Section 2.21 shall supersede any provisions in Section 2.14 or Section 10.5 to the contrary.
Appears in 3 contracts
Sources: Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.)
Incremental Facilities. (a) The Borrower and any one or more Lenders (including New Lenders) may at any time or from time to time after agree that such Lenders shall make, obtain or increase the Restatement Dateamount of their Incremental Term Loans or Revolving Commitments, as applicable, by notice executing and delivering to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request:
an Increased Facility Activation Notice specifying (i) one the amount of such increase and the Facility or more new term loan commitments of the same Type as any outstanding Loan (eachFacilities involved, a “Term Loan Increase”), or
(ii) the addition of one or more new tranches of term loans applicable Increased Facility Closing Date and (each, an “Incremental Term Facility”; the commitments in respect thereof “Incremental Term Commitments”; the loans made pursuant to such commitments, “Incremental Term Loans”); and the Incremental Term Facilities, together with the Term Loan Increases, the “Incremental Facilities”iii) in favor of the Borrower in an amount not to exceed the Incremental Cap at the time of effectiveness of any such Incremental Facility; provided that, in the case of each of clauses (i) and (ii):
(A) subject to Section 1.4(f), upon the effectiveness of any Incremental FacilityTerm Loans, (x) no Event of Default shall have occurred and be continuing or would result therefrom and the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans, which shall comply with Section 2.3(b), and (z) the Applicable Margin for such Incremental Term Loans; provided, that (i) no Default or Event of Default exists or shall exist immediately before or after giving effect to the making of such Incremental Term Loans or such increase in Revolving Commitments or the making of any Revolving Loans in respect of such increased Revolving Commitments, (ii) each of the representations and warranties of made by any Loan Party in or pursuant to the Borrower and each other Credit Party contained in Article 4 or any other Credit Document Loan Documents shall be true and correct in all material respects (except for representations on and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and after giving effect to, the incurrence as of such Incremental Facility; provided thatdate as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, they in which case it shall be true and correct in all material respects as if made on and as of such earlier date,
, (Biii) after giving effect to the making of such Incremental Term Loans or such increase in Revolving Commitments (assuming the full drawing of Revolving Loans in respect of such increased Revolving Commitments), the Borrower shall be in Pro Forma Compliance with the Financial Covenants for the Relevant Reference Period, (iv) the maturity date total yield (calculated for both the Incremental Term Loans and the Term Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect of any Incremental Facility (i) that ranks pari passu in right of payment and of security with the Term Loans shall be no earlier not exceed the total yield for the existing Term Loans by more than the Maturity Date and 0.50% per annum (ii) it being understood that ranks junior in right of payment and of security with the Loans or is unsecured shall be no earlier than the date that is 91 days following the Maturity Date,
(C) any Incremental Facility shall not have a Weighted Average Life to Maturity shorter than the then-remaining Weighted Average Life to Maturity of the Loans,
(D) subject to clause (K) below, any Incremental Facility shall be on the same terms as the Commitments and the Loans,
(E) subject to clause (I) below, any Incremental Facility such increase may be on the same terms as any class or tranche of Loans then outstanding (in which case the loans made pursuant to such Incremental Facility shall be deemed to be included in such class or tranche of Loans for all purposes of this Agreement),
(F) without limiting clauses (A), (B) and (C) above and clause (G) below, borrowings under any Incremental Facility in take the form of a original issue discount (“delayed draw” facility may be subject to such conditions to borrowing as the Borrower and the lenders under such Incremental Facility may agree,
(G) the Incremental Facilities may rank pari passu or junior in right of payment and of security with the other Loans and, if secured, shall not be secured by any property or assets of Holdings, the Borrower or any Subsidiary other than the Collateral or may be unsecured (and to the extent unsecured, subordinated or junior in right of payment or security and documented in a separate facility, subject to an intercreditor agreementOID”), and, if guaranteed, shall not be guaranteed by any Subsidiaries other than the Subsidiary Guarantors,
(H) subject with OID being equated to this subclause (a)(ii) and to clause (c) below and the preceding subclause (b), the interest rates and amortization schedule applicable to the Incremental Facility shall be in a manner determined by the Borrower and Administrative Agent based on an assumed four-year life to maturity or the lenders thereof,
(I) any fees payable Incremental Term Maturity Date, whichever is shorter), unless the Applicable Margin for the Term Loans has been increased pursuant to an amendment to this Agreement so that the total yield in connection with respect of such Incremental Facilities Term Loans is no higher than the total yield for the existing Term Loans minus 0.50% per annum, (iv) for the avoidance of doubt, all of the terms of any increased Revolving Commitments shall be determined by the Borrower same as the terms of the existing Revolving Commitments prior to such increase and the applicable Lender or Additional Lender providing such Incremental Facilities (the “Incremental Lenders”),
(J) any such Incremental Facilities that are pari passu with the Loans in right of payment and security shall share ratably in any prepayments with the Loans unless the Borrower and the applicable Incremental Lenders elect lesser payments, and
(Kv) to the extent that the terms and conditions of any Incremental Term Facility are not, in the good faith determination of the Borrower, substantially not consistent with the terms of the Loans Initial Term Facility (except as provided for in to the preceding clauses extent permitted by clause (B), (C), (G), (H), (Iiii) or (J)vi) above), such terms and conditions they shall be reasonably satisfactory to the Requisite Administrative Agent. Notwithstanding the foregoing, (i) without the consent of the Required Lenders; it being understood that , the aggregate amount of borrowings of Incremental Term Loans and the aggregate amount of incremental Revolving Commitments obtained pursuant to this paragraph shall not exceed $75,000,000 and (1ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000. No Lender shall have any Incremental Facility may provide for the ability obligation to participate with respect in any increase described in this paragraph unless it agrees to repayments on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then-outstanding Loans, (2) terms not substantially consistent with the terms of the Loans which are applicable only after the then-existing Maturity Date shall be deemed satisfactory to the Requisite Lenders and (3) terms contained do so in such Incremental Facility that are more favorable to the lenders or the agent under such Incremental Facility than those contained in the Credit Documents and are then conformed in (or added to) the Credit Documents for the benefit of the Lenders under the Credit Documents pursuant to the applicable Incremental Amendment shall, in each case, be deemed to be satisfactory to the Requisite Lendersits sole discretion.
(b) Each tranche Any additional bank, financial institution or other entity which, with the consent of Incremental Facilities shall be in an aggregate principal amount that is not less than $5,000,000, and in an integral multiple of $500,000 in excess thereof (provided that such amount may be less than $5,000,000 or $2,500,000, as the case may be, if such amount represents all remaining availability under the Incremental Cap). Each notice from the Borrower pursuant to this Section 2.21 shall set forth the requested amount and proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender (it being understood that no existing Lender will have an obligation to provide or make any portion of the commitments or loans under any Incremental Facility) or by any Additional Lender; provided, that the then-existing Lenders shall be offered an opportunity to participate in any Incremental Facility prior to any Additional Lender being offered such opportunity (it being agreed and understood that if such then-existing Lenders fail to deliver a commitment to participate in such Incremental Facility within ten (10) Business Days after receipt of such offer, such then-existing Lenders shall be deemed to have declined such opportunity and the Borrower shall be deemed to have complied with its obligations under this proviso). Commitments in respect of Incremental Facilities shall become Commitments under this Agreement, and any loans made pursuant to an Incremental Facility shall become Loans under this Agreement, pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by the Borrower, each the Administrative Agent (which consent shall not be unreasonably withheld) and, with regard to increased Revolving Commitments to the extent such consent would be required with respect to an assignment pursuant to Section 10.6, the Swingline Lender agreeing to provide such Commitment or term loan, if any, each Additional and Issuing Lender, if any, and the Administrative Agent. Upon the effectiveness of any Incremental Amendment, each Additional Lender, if any, shall elects to become a “Lender” under this Agreement in connection with respect to its Commitments under any transaction described in Section 2.24(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit H, whereupon such Incremental Amendmentbank, and the commitments of the Lenders agreeing to provide such Incremental Facilities financial institution or other entity (a “New Lender”) shall become “Commitments” hereunder; a Lender for all purposes and any Incremental Facilities shall, when made, constitute “Loans” under this Agreement. The Incremental Amendment may, without to the consent same extent as if originally a party hereto and shall be bound by and entitled to the benefits of any other Lenders, effect such amendments to this Agreement and the other Credit 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 2.21, including increases to scheduled amortization to provide that any such Incremental Facility will be fungible with any tranche of existing Loans. The Borrower and its Subsidiaries shall use the proceeds of the Incremental Facilities for any purpose not prohibited by this Agreement.
(c) Any loans incurred Unless otherwise agreed by the Administrative Agent, on each Increased Facility Closing Date with respect to the Revolving Facility, the Borrower shall borrow Revolving Loans under the relevant increased Revolving Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased. The Eurodollar Base Rate applicable to any Incremental Facility that are pari passu with Eurodollar Loan borrowed pursuant to the preceding sentence shall equal the Eurodollar Base Rate then applicable to the Eurodollar Loans of the other Lenders in right the same Eurodollar Tranche (or, until the expiration of payment the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and security shall, if applicable, be subject to an MFN Adjustmentthe relevant Lender).
(d) This Section 2.21 shall supersede any provisions in Section 2.14 or Section 10.5 Notwithstanding anything to the contrarycontrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto.
Appears in 1 contract
Incremental Facilities. (a) The Borrower may at any time or from time to time after the Restatement Closing Date, by notice to the Administrative Agent Agent, request (whereupon i) the Administrative Agent shall promptly deliver a copy to each establishment of Incremental Term Loan Commitments and/or (ii) during the Lenders)Availability Period, request:the establishment of Incremental Revolving Commitments; provided that
(i) one or more new term loan commitments of the same Type except as any outstanding Loan (each, a “Term Loan Increase”), or
(ii) the addition of one or more new tranches of term loans (each, an “Incremental Term Facility”; the commitments in respect thereof “Incremental Term Commitments”; the loans made pursuant to such commitments, “Incremental Term Loans”); and otherwise agreed by the Incremental Term Facilities, together with the Term Loan Increases, the “Lenders providing an Incremental Facilities”) in favor of the Borrower in an amount not to exceed the Incremental Cap at the time of effectiveness of any such Incremental Facility; provided that, in the case of each of clauses Facility (i) and (ii):
(A) subject to Section 1.4(f), upon the effectiveness of any Incremental Facility, (xy) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) the representations and warranties of the Borrower and each other Credit Party contained in Article 4 or any other Credit Document shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and exist after giving effect to, thereto and (z) the conditions set forth in Section 4.2 are satisfied;
(ii) on the date of the incurrence or effectiveness of such Incremental FacilityFacility (in the case of the incurrence or effectiveness of Incremental Revolving Commitments, assuming such increase has been drawn in full), the Borrower shall be in compliance, on a pro forma basis, with the financial covenants set forth in Section 6.6 recomputed as of the last day of the most recently ended fiscal quarter for which financial statements have been or were required to be delivered pursuant to Section 5.1; provided that, to the extent incurred in connection with an acquisition, at the Borrower’s election, the Borrower’s compliance on a pro forma basis with the financial covenants set forth in Section 6.6 may be determined at the time of the signing of any acquisition agreement with respect thereto or at the time of the closing of such acquisition; provided, further that if the Borrower has made the election to measure such representations compliance on the date of the signing of an acquisition agreement, in connection with the calculation of any ratio with respect to the incurrence of Indebtedness or Liens, or following such date and warranties specifically refer to an until the earlier dateof the date on which such acquisition is consummated or the definitive agreement for such acquisition is terminated or expired (but not for the purposes of calculating any financial covenant), they such ratio shall be true and correct in all material respects as calculated on a pro forma basis assuming such acquisition (including the incurrence of such earlier date,Indebtedness) have been consummated;
(Biii) the maturity date of any each Incremental Term Loan Facility (i) that ranks pari passu in right of payment and of security with the Loans shall be have an Incremental Term Loan Maturity Date no earlier than the Maturity Date and (ii) that ranks junior in right of payment and of security with the Loans or is unsecured shall be no earlier than the date that is 91 days following the Revolving Maturity Date,;
(Civ) the interest rate applicable to any Incremental Term Loan Facility shall not have a Weighted Average Life to Maturity shorter than the then-remaining Weighted Average Life to Maturity of the Loans,
(D) subject to clause (K) below, any or Incremental Facility shall Term Loans will be on the same terms as the Commitments and the Loans,
(E) subject to clause (I) below, any Incremental Facility may be on the same terms as any class or tranche of Loans then outstanding (in which case the loans made pursuant to such Incremental Facility shall be deemed to be included in such class or tranche of Loans for all purposes of this Agreement),
(F) without limiting clauses (A), (B) and (C) above and clause (G) below, borrowings under any Incremental Facility in the form of a “delayed draw” facility may be subject to such conditions to borrowing as determined by the Borrower and the lenders under Incremental Term Loan Lenders providing such Incremental Term Loan Facility may agree,or Incremental Term Loans; provided that, such interest rate will not be more than 0.50% higher than the corresponding interest rate applicable to any other existing incremental term loans or incremental facility of the same type (e.g., “term loan A” or “term loan B”) (the “Relevant Existing Facility”) unless the interest rate with respect to the Relevant Existing Facility is adjusted to be equal to the interest rate with respect to the relevant Incremental Term Loans or Incremental Term Loan Facility, minus 0.50%; provided, further, that in determining the applicable interest rate under this clause (iv): (w) original issue discount (“OID”) or upfront fees paid in connection with the Relevant Existing Facility or such Incremental Term Loan Facility or Incremental Term Loans (based on a four-year average life to maturity), shall be included, (x) any amendments to or changes in the Applicable Margin with respect to the Relevant Existing Facility that became effective subsequent to the Closing Date but prior to the time of (or concurrently with) the addition of such Incremental Term Loan Facility or Incremental Term Loans shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) in their respective capacities as such in connection with the Relevant Existing Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to such Incremental Term Loan Facility or Incremental Term Loans shall be excluded and (z) if such Incremental Term Loan Facility or Incremental Term Loans include any interest rate floor greater than that applicable to the Relevant Existing Facility, and such floor is applicable to the Relevant Existing Facility on the date of determination, such excess amount shall be equated to interest margin for determining the increase;
(Gv) the all Incremental Facilities may shall rank pari passu or junior in right of payment and right of security in respect of the Collateral (if any) with the other Revolving Loans and, if secured, shall not be secured by any property or assets of Holdings, the Borrower or any Subsidiary other than the Collateral or may be unsecured (and unsecured; provided that to the extent unsecured, any such Incremental Facilities are subordinated or junior in right of payment or right of security they shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent, provided further that to the extent any such Incremental Facilities are pari passu in right of security and documented in a separate facility, subject to an intercreditor agreement)separate documentation, and, if guaranteed, the agent for such Incremental Facilities shall not become party to the First Lien Intercreditor Agreement;
(vi) no Incremental Facility shall be guaranteed by any Subsidiaries other than the Subsidiary Guarantors,Person which is not a Loan Party;
(Hvii) subject the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying to the effect set forth in subclauses (i) and (ii) above, together with reasonably detailed calculations demonstrating compliance with subclause (ii) above (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and Compliance Certificate required to be delivered by Section 5.2, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense of the Borrower for the relevant period);
(viii) all fees or other payments owing pursuant to this subclause (a)(ii) and Agreement or as otherwise agreed in writing to clause (c) below the Administrative Agent and the preceding subclause applicable Incremental Lenders shall have been paid; and
(b), A) the interest rates other terms and amortization schedule applicable to the conditions of any Incremental Revolving Facility shall be identical to those of the Revolving Commitments and Revolving Loans then outstanding, and shall be treated as a single Class with such Revolving Commitments and Revolving Loans; provided that the upfront fees applicable to any Incremental Revolving Facility shall be as determined by the Borrower and the lenders thereof,
(I) any fees payable in connection with Incremental Revolving Lenders providing such Incremental Facilities Revolving Facility and (B) the other terms and conditions (excluding those referenced in clauses (i) through (viii) above) of such Incremental Term Loan Facility shall be substantially identical to, or (taken as a whole) not materially more favorable (as reasonably determined by the Borrower and Borrower) to the applicable Lender or Additional Lender lenders providing such Incremental Facilities Term Loan Facility than those applicable to the Revolving Loans (except for covenants or other provisions applicable only to periods after the “Incremental Lenders”latest final maturity date other than existing Revolving Loans or Revolving Commitments),
(J) any such Incremental Facilities ; provided that are pari passu with the Loans in right of payment and security shall share ratably in any prepayments with the Loans unless the Borrower and the applicable Incremental Lenders elect lesser payments, and
(K) to the extent that the terms and conditions of any Incremental Facility Term Loans are not, in the good faith determination of the Borrower, not substantially consistent with identical to the terms of applicable to the Loans (except as provided for in the preceding clauses (B), (C), (G), (H), (I) or (J))Revolving Loans, such terms and conditions shall be reasonably satisfactory to the Requisite Lenders; it being understood that (1) any Incremental Facility may provide for the ability to participate with respect to repayments on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then-outstanding Loans, (2) Administrative Agent taking into consideration typical differences between terms not substantially consistent with the terms of the Loans which are applicable only after the then-existing Maturity Date shall be deemed satisfactory to the Requisite Lenders and (3) terms contained in such Incremental Facility that are more favorable to the lenders or the agent under such Incremental Facility than those contained in the Credit Documents conditions governing revolving credit facilities and are then conformed in (or added to) the Credit Documents for the benefit of the Lenders under the Credit Documents pursuant to the applicable Incremental Amendment shall, in each case, be deemed to be satisfactory to the Requisite Lendersterm loan facilities.
(b) Each tranche of Incremental Facilities shall be in an aggregate principal amount that is not less than $5,000,000, and in an integral multiple of $500,000 in excess thereof (provided that such amount may be less than $5,000,000 or $2,500,000, as the case may be, if such amount represents all remaining availability under the Incremental Cap). Each notice from the Borrower pursuant to this Section 2.21 2.25 shall set forth specify (i) the date on which the Borrower proposes that the Incremental Term Loan Commitments or the Incremental Revolving Facility shall, as applicable shall be effective, which shall be a date not less than five (5) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (ii) the requested amount and proposed terms of the relevant Incremental Facilities. Term Loan Commitments or Incremental Facilities may be made by any existing Lender (it being understood that no existing Lender will have an obligation to provide or make any portion of the commitments or loans under any Incremental Facility) or by any Additional Lender; providedRevolving Commitments, that the then-existing Lenders shall be offered an opportunity to participate in any Incremental Facility prior to any Additional Lender being offered such opportunity as applicable (it being agreed that (x) any Lender approached to provide any Incremental Term Loan Commitment or Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Commitment and understood (y) any Person that the Borrower proposes to become an Incremental Revolving Lender, must be consented to (such consent not to be unreasonably withheld, delayed or conditioned) by the Administrative Agent and each Issuing Bank if such then-existing Lenders fail consent would be required under Section 9.4 for an assignment of Loans or Commitments, as applicable to deliver a commitment to participate in such Lender or Incremental Facility within ten Lender.
(10c) Business Days after receipt of such offer, such then-existing Lenders shall be deemed to have declined such opportunity and the Borrower shall be deemed to have complied with its obligations under this proviso). Incremental Commitments in respect of Incremental Facilities Loans shall become Commitments under this Agreement, and any loans made pursuant to an Incremental Facility shall become Loans under this Agreement, Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Loan Documents, executed (in the case of such amendment to this Agreement) by the Borrower, each Lender agreeing to provide such Commitment or term loanCommitment, if any, each Additional Lender, Incremental Term Loan Lender (if any) or Incremental Revolving Credit Lender (if any), as applicable, and the Administrative Agent. Upon the effectiveness of any Incremental Amendment, each Additional Lender, if any, shall become a “Lender” under this Agreement with respect to its Commitments under such Incremental Amendment, and the commitments of the Lenders agreeing to provide such Incremental Facilities shall become “Commitments” hereunder; and any Incremental Facilities shall, when made, constitute “Loans” under this Agreement. The .
(d) Any Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit 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 2.21Section, including increases (x) imposing “call-protection” applicable to scheduled amortization any exiting term loans in the case of any fungible add-on thereto and (y) limiting the ability of future Incremental Term Loan Facility to provide that have a maturity date prior to the maturity date applicable to any such Incremental Term Loan Facility will be fungible with any tranche of existing Loansthen being established. The Borrower and its Subsidiaries shall Borrowers may use the proceeds of the Incremental Facilities Loans for any purpose not prohibited by this Agreement.
(ce) Any loans Upon each increase in the Revolving Commitments pursuant to this Section 2.25, (i) each Lender with a Revolving Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Incremental Revolving Lender in respect of such increase, and each Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Documentary Credits such that, immediately after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Documentary Credits held by each Lender with a Revolving Commitment (including each Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Commitments of all Lenders with Revolving Commitments represented by such Lender’s Revolving Commitment and (ii) if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such increase in the Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.20. The Administrative Agent and the Borrower under any Incremental Facility Lenders hereby agree that are pari passu with the Loans minimum Borrowing, pro rata Borrowing and pro rata payment requirements contained elsewhere in right of payment and security shall, if applicable, be subject this Agreement shall not apply to an MFN Adjustmentthe transactions effected pursuant to the immediately preceding sentence.
(df) During any Secured Covenants Period, any incurrence under an Incremental Facility shall constitute incurrence of First Lien Debt for purposes of Section 6.1(c)(1) and during any Unsecured Covenants Period any incurrence under an Incremental Facility shall constitute incurrence of Indebtedness that is not secured by a Lien on Principal Property or Collateral.
(g) This Section 2.21 2.25 shall supersede any provisions in Section 2.14 or Section 10.5 9.1 to the contrary.
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Incremental Facilities. (a) The Borrower may at At any time or and from time to time after time, subject to the Restatement Dateterms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request:
request (i) to add one or more additional tranches of term loan commitments (“Incremental Term Commitments” and the loans made thereunder, the “Incremental Term Loans”) or (ii) one or more new term loan commitments increases in the aggregate principal amount of the same Type as any outstanding Loan Class of Loans (eacheach such increase, a “Term Loan Increase”), or
(ii) and together with the addition of one or more new tranches of term loans (each, an “Incremental Term Facility”; the commitments in respect thereof “Incremental Term Commitments”; the loans made pursuant to such commitments, “Incremental Term Loans”); Commitments and the Incremental Term Facilities, together with the Term Loan IncreasesLoans, the “Incremental FacilitiesExtensions of Credit”) in favor of the Borrower ), in an aggregate principal amount not to exceed the sum of (x) $200,000,000 plus (y) beginning on the first anniversary of the Closing Date, an additional amount if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom (and assuming that the full amount of such Incremental Cap Extension of Credit has been funded), the Consolidated Secured Leverage Ratio of Parent, recomputed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 4.00 to 1.00; provided that at the time of effectiveness of any each such Incremental Facility; provided that, in the case of each of clauses (i) request and (ii):
(A) subject to Section 1.4(f), upon the effectiveness of any the applicable Incremental FacilityFacility Amendment, (xA) no Event of Default shall have has occurred and be is continuing or would shall result therefrom and therefrom, (yB) the representations and warranties of the Borrower Credit Parties set forth in the Credit Documents would be true and each other Credit Party contained correct in Article 4 or all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any other Credit Document such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct or in all respects, as applicable) immediately prior to, and after giving effect to, the incurrence of such Incremental Facility; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date,
(B) the maturity date of any Incremental Facility (i) that ranks pari passu in right of payment and of security with the Loans shall be no earlier than the Maturity Date and (ii) that ranks junior in right of payment and of security with the Loans or is unsecured shall be no earlier than the date that is 91 days following the Maturity Date,
(C) any Incremental Facility shall not have a Weighted Average Life to Maturity shorter than the then-remaining Weighted Average Life to Maturity of the Loans,
(D) subject to clause (K) below, any Incremental Facility shall be on the same terms as the Commitments and the Loans,
(E) subject to clause (I) below, any Incremental Facility may be on the same terms as any class or tranche of Loans then outstanding (in which case the loans made pursuant to such Incremental Facility shall be deemed to be included in such class or tranche of Loans for all purposes of this Agreement),
(F) without limiting clauses (A), (B) and (C) above and clause (G) below, borrowings under any Incremental Facility the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in the form of a “delayed draw” facility may be subject to such conditions to borrowing as the Borrower and the lenders under such Incremental Facility may agree,
immediately preceding clauses (G) the Incremental Facilities may rank pari passu or junior in right of payment and of security with the other Loans and, if secured, shall not be secured by any property or assets of Holdings, the Borrower or any Subsidiary other than the Collateral or may be unsecured (and to the extent unsecured, subordinated or junior in right of payment or security and documented in a separate facility, subject to an intercreditor agreement), and, if guaranteed, shall not be guaranteed by any Subsidiaries other than the Subsidiary Guarantors,
(H) subject to this subclause (a)(iiA) and to clause (c) below and B). In connection with any calculation of the preceding subclause (bConsolidated Secured Leverage Ratio for purposes of this Section 2.22(a), the interest rates and amortization schedule applicable to the Incremental Facility shall be determined by the Borrower and the lenders thereof,
(I) any fees payable in connection with such Incremental Facilities shall be determined by the Borrower and the applicable Lender or Additional Lender providing such Incremental Facilities (the “Incremental Lenders”),
(J) any such Incremental Facilities that are pari passu with the Loans in right cash proceeds of payment and security shall share ratably in any prepayments with the Loans unless the Borrower and the applicable Incremental Lenders elect lesser payments, and
(K) to the extent that the terms and conditions Extension of any Incremental Facility are not, in the good faith determination of the Borrower, substantially consistent with the terms of the Loans (except as provided for in the preceding clauses (B), (C), (G), (H), (I) or (J)), Credit will not be deducted from Consolidated Total Indebtedness when making such terms and conditions shall be reasonably satisfactory to the Requisite Lenders; it being understood that (1) any Incremental Facility may provide for the ability to participate with respect to repayments on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then-outstanding Loans, (2) terms not substantially consistent with the terms of the Loans which are applicable only after the then-existing Maturity Date shall be deemed satisfactory to the Requisite Lenders and (3) terms contained in such Incremental Facility that are more favorable to the lenders or the agent under such Incremental Facility than those contained in the Credit Documents and are then conformed in (or added to) the Credit Documents for the benefit of the Lenders under the Credit Documents pursuant to the applicable Incremental Amendment shall, in each case, be deemed to be satisfactory to the Requisite Lenders.
(b) calculation. Each tranche of Incremental Facilities Term Loans and each Term Loan Increase shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $5,000,000, and in an integral multiple of $500,000 in excess thereof (10,000,000; provided that such amount may be less than $5,000,000 or $2,500,000, as the case may be, 10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Cap)Extensions of Credit set forth above.
(b) The Incremental Term Loans (i) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of the Tranche B Term Loans, (ii) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Tranche B Term Loans and (iii) other than amortization, pricing, maturity date or prepayment premiums, shall have the same terms as the Tranche B Term Loans; provided that (A) if the Weighted Average Yield relating to any Incremental Term Loan exceeds the Weighted Average Yield relating to the Tranche B Term Loans immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Rate relating to the Tranche B Term Loans shall be adjusted so that the Weighted Average Yield relating to such Incremental Term Loans shall not exceed the Weighted Average Yield relating to the Tranche B Term Loans by more than 0.50%; provided, however, that any increase in the Applicable Rate required pursuant to this clause (A) resulting from the application of any interest rate “floor” on any Incremental Term Loan will be effected solely through the establishment or increase of an interest rate “floor” on the Tranche B Term Loans or the Revolving Loans, as applicable, (B) any Incremental Term Loan shall not have a final maturity date earlier than the Tranche B Term Loan Maturity Date and (C) any Incremental Term Loan shall not have a weighted average life to maturity that is shorter than the weighted average life to maturity of the then-remaining Tranche B Term Loans. Any term loans incurred by the Borrower pursuant to a Term Loan Increase shall have the same terms as the Term Loans of the Class the principal amount of which is so increased pursuant to such Term Loan Increase. Any Incremental Term Commitments established pursuant to an Incremental Facility Amendment that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate Class of Commitments and Loans for all purposes of this Agreement.
(c) Each notice from the Borrower pursuant to this Section 2.21 shall set forth the requested amount and proposed terms of the relevant Incremental FacilitiesExtension of Credit. Incremental Facilities may be made by any Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (it being understood that no any such bank, financial institution, existing Lender will have or other Person being called an obligation to provide or make any portion of the commitments or loans under any Incremental Facility) or by any “Additional Lender; provided”) and, that the then-existing Lenders if not already a Lender, shall be offered an opportunity to participate in any Incremental Facility prior to any Additional become a Lender being offered such opportunity (it being agreed and understood that if such then-existing Lenders fail to deliver a commitment to participate in such Incremental Facility within ten (10) Business Days after receipt of such offer, such then-existing Lenders shall be deemed to have declined such opportunity and the Borrower shall be deemed to have complied with its obligations under this proviso). Commitments in respect of Incremental Facilities shall become Commitments under this Agreement, and any loans made pursuant to an Incremental Facility shall become Loans under this Agreement, Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by Parent, the Borrower, each such Additional Lender agreeing to provide such Commitment or term loan, if any, each Additional Lender, if any, and the Administrative Agent. Upon No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments under this Agreement upon the effectiveness of any the applicable Incremental Facility Amendment, each Additional Lender, if any, shall become a “Lender” under this Agreement with respect to its Commitments under such . An Incremental Amendment, and the commitments of the Lenders agreeing to provide such Incremental Facilities shall become “Commitments” hereunder; and any Incremental Facilities shall, when made, constitute “Loans” under this Agreement. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the or any other Credit Documents Document as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to effect the provisions of this Section 2.21, including increases to scheduled amortization to provide that any such Incremental Facility will be fungible with any tranche of existing Loans. The Borrower and its Subsidiaries shall use the proceeds of the Incremental Facilities for any purpose not prohibited by this AgreementSection.
(c) Any loans incurred by the Borrower under any Incremental Facility that are pari passu with the Loans in right of payment and security shall, if applicable, be subject to an MFN Adjustment.
(d) This Section 2.21 shall supersede any provisions in Section 2.14 or Section 10.5 to the contrary.
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Incremental Facilities. (a) The Borrower may at any time or from time to time after the Restatement Closing Date, by notice to the Administrative Agent Agent, request (whereupon i) the Administrative Agent shall promptly deliver a copy to each establishment of Incremental Term Loan Commitments and/or (ii) during the Lenders)Availability Period, request:the establishment of Incremental Revolving Commitments; provided that
(i) one or more new term loan commitments of the same Type except as any outstanding Loan (each, a “Term Loan Increase”), or
(ii) the addition of one or more new tranches of term loans (each, an “Incremental Term Facility”; the commitments in respect thereof “Incremental Term Commitments”; the loans made pursuant to such commitments, “Incremental Term Loans”); and otherwise agreed by the Incremental Term Facilities, together with the Term Loan Increases, the “Lenders providing an Incremental Facilities”) in favor of the Borrower in an amount not to exceed the Incremental Cap at the time of effectiveness of any such Incremental Facility; provided that, in the case of each of clauses Facility (i) and (ii):
(A) subject to Section 1.4(f), upon the effectiveness of any Incremental Facility, (xy) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) the representations and warranties of the Borrower and each other Credit Party contained in Article 4 or any other Credit Document shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and exist after giving effect to, thereto and (z) the conditions set forth in Section 4.2 are satisfied;
(ii) on the date of the incurrence or effectiveness of such Incremental FacilityFacility (in the case of the incurrence or effectiveness of Incremental Revolving Commitments, assuming such increase has been drawn in full), the Borrower shall be in compliance, on a pro forma basis, with the financial covenants set forth in Section 6.6 recomputed as of the last day of the most recently ended fiscal quarter for which financial statements have been or were required to be delivered pursuant to Section 5.1; provided that, to the extent incurred in connection with an acquisition, at the Borrower’s election, the Borrower’s compliance on a pro forma basis with the financial covenants set forth in Section 6.6 may be determined at the time of the signing of any acquisition agreement with respect thereto or at the time of the closing of such acquisition; provided, further that if the Borrower has made the election to measure such representations compliance on the date of the signing of an acquisition agreement, in connection with the calculation of any ratio with respect to the incurrence of Indebtedness or Liens, or following such date and warranties specifically refer to an until the earlier dateof the date on which such acquisition is consummated or the definitive agreement for such acquisition is terminated or expired (but not for the purposes of calculating any financial covenant), they such ratio shall be true and correct in all material respects as calculated on a pro forma basis assuming such acquisition (including the incurrence of such earlier date,Indebtedness) have been consummated;
(Biii) the maturity date of any each Incremental Term Loan Facility (i) that ranks pari passu in right of payment and of security with the Loans shall be have an Incremental Term Loan Maturity Date no earlier than the Revolving Maturity Date and (ii) that ranks junior in right of payment and of security with the Loans or is unsecured shall be no earlier than the date that is 91 days following the 2019 Incremental Term Loan Maturity Date,;
(Civ) the interest rate applicable to any Incremental Term Loan Facility shall not have a Weighted Average Life to Maturity shorter than the then-remaining Weighted Average Life to Maturity of the Loans,
(D) subject to clause (K) below, any or Incremental Facility shall Term Loans will be on the same terms as the Commitments and the Loans,
(E) subject to clause (I) below, any Incremental Facility may be on the same terms as any class or tranche of Loans then outstanding (in which case the loans made pursuant to such Incremental Facility shall be deemed to be included in such class or tranche of Loans for all purposes of this Agreement),
(F) without limiting clauses (A), (B) and (C) above and clause (G) below, borrowings under any Incremental Facility in the form of a “delayed draw” facility may be subject to such conditions to borrowing as determined by the Borrower and the lenders under Incremental Term Loan Lenders providing such Incremental Term Loan Facility may agree,or Incremental Term Loans; provided that, such interest rate will not be more than 0.50% higher than the corresponding interest rate applicable to any other existing incremental term loans or incremental facility of the same type (e.g., “term loan A” or “term loan B”) (the “Relevant Existing Facility”) unless the interest rate with respect to the Relevant Existing Facility is adjusted to be equal to the interest rate with respect to the relevant Incremental Term Loans or Incremental Term Loan Facility, minus 0.50%; provided, further, that in determining the applicable interest rate under this clause (iv): (w) original issue discount (“OID”) or upfront fees paid in connection with the Relevant Existing Facility or such Incremental Term Loan Facility or Incremental Term Loans (based on a four-year average life to maturity), shall be included, (x) any amendments to or changes in the Applicable Margin with respect to the Relevant Existing Facility that became effective subsequent to the Closing Date but prior to the time of (or concurrently with) the addition of such Incremental Term Loan Facility or Incremental Term Loans shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) in their respective capacities as such in connection with the Relevant Existing Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to such Incremental Term Loan Facility or Incremental Term Loans shall be excluded and (z) if such Incremental Term Loan Facility or Incremental Term Loans include any interest rate floor greater than that applicable to the Relevant Existing Facility, and such floor is applicable to the Relevant Existing Facility on the date of determination, such excess amount shall be equated to interest margin for determining the increase;
(Gv) the all Incremental Facilities may shall rank pari passu or junior in right of payment and right of security in respect of the Collateral (if any) with the other Revolving Loans and, if secured, shall not be secured by any property or assets of Holdings, and the Borrower or any Subsidiary other than the Collateral 2019 Incremental Term Loans or may be unsecured (and unsecured; provided that to the extent unsecured, any such Incremental Facilities are subordinated or junior in right of payment or right of security they shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent, provided further that to the extent any such Incremental Facilities are pari passu in right of security and documented in a separate facility, subject to an intercreditor agreement)separate documentation, and, if guaranteed, the agent for such Incremental Facilities shall not become party to the First Lien Intercreditor Agreement;
(vi) no Incremental Facility shall be guaranteed by any Subsidiaries other than the Subsidiary Guarantors,Person which is not a Loan Party;
(Hvii) subject the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying to the effect set forth in subclauses (i) and (ii) above, together with reasonably detailed calculations demonstrating compliance with subclause (ii) above (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and Compliance Certificate required to be delivered by Section 5.2, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense of the Borrower for the relevant period);
(viii) all fees or other payments owing pursuant to this subclause (a)(ii) and Agreement or as otherwise agreed in writing to clause (c) below the Administrative Agent and the preceding subclause applicable Incremental Lenders shall have been paid; and
(b), A) the interest rates other terms and amortization schedule applicable to the conditions of any Incremental Revolving Facility shall be identical to those of the Revolving Commitments and Revolving Loans then outstanding, and shall be treated as a single Class with such Revolving Commitments and Revolving Loans; provided that the upfront fees applicable to any Incremental Revolving Facility shall be as determined by the Borrower and the lenders thereof,
(I) any fees payable in connection with Incremental Revolving Lenders providing such Incremental Facilities Revolving Facility and (B) the other terms and conditions (excluding those referenced in clauses (i) through (viii) above) of such Incremental Term Loan Facility shall be substantially identical to, or (taken as a whole) not materially more favorable (as reasonably determined by the Borrower and Borrower) to the applicable Lender or Additional Lender lenders providing such Incremental Facilities Term Loan Facility than those applicable to the Revolving Loans (except for covenants or other provisions applicable only to periods after the “Incremental Lenders”latest final maturity date other than existing Revolving Loans or Revolving Commitments),
(J) any such Incremental Facilities ; provided that are pari passu with the Loans in right of payment and security shall share ratably in any prepayments with the Loans unless the Borrower and the applicable Incremental Lenders elect lesser payments, and
(K) to the extent that the terms and conditions of any Incremental Facility Term Loans are not, in the good faith determination of the Borrower, not substantially consistent with identical to the terms of applicable to the Loans (except as provided for in the preceding clauses (B), (C), (G), (H), (I) or (J))Revolving Loans, such terms and conditions shall be reasonably satisfactory to the Requisite Lenders; it being understood that (1) any Incremental Facility may provide for the ability to participate with respect to repayments on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then-outstanding Loans, (2) Administrative Agent taking into consideration typical differences between terms not substantially consistent with the terms of the Loans which are applicable only after the then-existing Maturity Date shall be deemed satisfactory to the Requisite Lenders and (3) terms contained in such Incremental Facility that are more favorable to the lenders or the agent under such Incremental Facility than those contained in the Credit Documents conditions governing revolving credit facilities and are then conformed in (or added to) the Credit Documents for the benefit of the Lenders under the Credit Documents pursuant to the applicable Incremental Amendment shall, in each case, be deemed to be satisfactory to the Requisite Lendersterm loan facilities.
(b) Each tranche of Incremental Facilities shall be in an aggregate principal amount that is not less than $5,000,000, and in an integral multiple of $500,000 in excess thereof (provided that such amount may be less than $5,000,000 or $2,500,000, as the case may be, if such amount represents all remaining availability under the Incremental Cap). Each notice from the Borrower pursuant to this Section 2.21 2.25 shall set forth specify (i) the date on which the Borrower proposes that the Incremental Term Loan Commitments or the Incremental Revolving Facility shall, as applicable shall be effective, which shall be a date not less than five (5) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (ii) the requested amount and proposed terms of the relevant Incremental Facilities. Term Loan Commitments or Incremental Facilities may be made by any existing Lender (it being understood that no existing Lender will have an obligation to provide or make any portion of the commitments or loans under any Incremental Facility) or by any Additional Lender; providedRevolving Commitments, that the then-existing Lenders shall be offered an opportunity to participate in any Incremental Facility prior to any Additional Lender being offered such opportunity as applicable (it being agreed that (x) any Lender approached to provide any Incremental Term Loan Commitment or Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Commitment and understood (y) any Person that the Borrower proposes to become an Incremental Revolving Lender, must be consented to (such consent not to be unreasonably withheld, delayed or conditioned) by the Administrative Agent and each Issuing Bank if such then-existing Lenders fail consent would be required under Section 9.4 for an assignment of Loans or Commitments, as applicable to deliver a commitment to participate in such Lender or Incremental Facility within ten Lender.
(10c) Business Days after receipt of such offer, such then-existing Lenders shall be deemed to have declined such opportunity and the Borrower shall be deemed to have complied with its obligations under this proviso). Incremental Commitments in respect of Incremental Facilities Loans shall become Commitments under this Agreement, and any loans made pursuant to an Incremental Facility shall become Loans under this Agreement, Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Loan Documents, executed (in the case of such amendment to this Agreement) by the Borrower, each Lender agreeing to provide such Commitment or term loanCommitment, if any, each Additional Lender, Incremental Term Loan Lender (if any) or Incremental Revolving Credit Lender (if any), as applicable, and the Administrative Agent. Upon the effectiveness of any Incremental Amendment, each Additional Lender, if any, shall become a “Lender” under this Agreement with respect to its Commitments under such Incremental Amendment, and the commitments of the Lenders agreeing to provide such Incremental Facilities shall become “Commitments” hereunder; and any Incremental Facilities shall, when made, constitute “Loans” under this Agreement. The .
(d) Any Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit 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 2.21Section, including increases (x) imposing “call-protection” applicable to scheduled amortization any exiting term loans in the case of any fungible add-on thereto and (y) limiting the ability of future Incremental Term Loan Facility to provide that have a maturity date prior to the maturity date applicable to any such Incremental Term Loan Facility will be fungible with any tranche of existing Loansthen being established. The Borrower and its Subsidiaries shall Borrowers may use the proceeds of the Incremental Facilities Loans for any purpose not prohibited by this Agreement.
(ce) Any loans Upon each increase in the Revolving Commitments pursuant to this Section 2.25, (i) each Lender with a Revolving Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Incremental Revolving Lender in respect of such increase, and each Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Documentary Credits such that, immediately after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Documentary Credits held by each Lender with a Revolving Commitment (including each Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Commitments of all Lenders with Revolving Commitments represented by such Lender’s Revolving Commitment and (ii) if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such increase in the Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.20. The Administrative Agent and the Borrower under any Incremental Facility Lenders hereby agree that are pari passu with the Loans minimum Borrowing, pro rata Borrowing and pro rata payment requirements contained elsewhere in right of payment and security shall, if applicable, be subject this Agreement shall not apply to an MFN Adjustmentthe transactions effected pursuant to the immediately preceding sentence.
(df) During any Secured Covenants Period, any incurrence under an Incremental Facility shall constitute incurrence of First Lien Debt for purposes of Section 6.1(c)(1) and during any Unsecured Covenants Period any incurrence under an Incremental Facility shall constitute incurrence of Indebtedness that is not secured by a Lien on Principal Property or Collateral.
(g) This Section 2.21 2.25 shall supersede any provisions in Section 2.14 or Section 10.5 9.1 to the contrary.
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Incremental Facilities. (a) The Borrower This Agreement and the other Loan Documents may be amended at any time or from time to time after the Restatement Date, by notice Closing Date to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request:
(i) add one or more new term loan commitments of the same Type as any outstanding Loan (each, a “Term Loan Increase”), or
(ii) the addition of one or more new tranches of term loans (each an “Incremental Term Facility”) and/or increase the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”; each Incremental Term Facility and each Incremental Revolving Increase is an “Incremental Facility”), at the option of the Borrower by an agreement in writing entered into by the Borrower, the Guarantors, the Administrative Agent and each Person (including any existing Lender) that agrees to provide a portion of such Incremental Facility (each, an “Incremental Term Facility”; the commitments in respect thereof “Incremental Term Commitments”; the loans made pursuant to such commitments, “Incremental Term LoansFacility Amendment”); provided that:
(a) the aggregate principal amount of all Incremental Facilities shall not exceed $300,000,000;
(b) (i) such Incremental Facility shall be in a minimum principal amount of at least $15 million and integral multiples of $1 million in excess thereof and (ii) there shall be no more than five (5) Incremental Facilitates during the term of this Agreement; CHAR1\1907976v8
(c) no Default shall exist on the effective date of such Incremental Term Facilities, together with the Term Loan Increases, the “Incremental Facilities”) in favor of the Borrower in an amount not Facility or would exist after giving effect to exceed the Incremental Cap at the time of effectiveness of any such Incremental Facility; provided that, in the case of each of clauses (i) and (ii):;
(A) subject to Section 1.4(f), upon the effectiveness of any Incremental Facility, (x) no Event of Default shall have occurred and be continuing or would result therefrom and (yd) the representations and warranties of the Borrower and each other Credit Party contained in Article 4 or any V and the other Credit Document shall be Loan Documents are true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and after giving effect to, as of the incurrence effective date of such Incremental Facility; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date,
date (B) the maturity date of any Incremental Facility (i) that ranks pari passu in right of payment unless such representations and of security with the Loans shall be no earlier than the Maturity Date and (ii) that ranks junior in right of payment and of security with the Loans warranties are qualified as to “materiality” or is unsecured shall be no earlier than the date that is 91 days following the Maturity Date,
(C) any Incremental Facility shall not have a Weighted Average Life to Maturity shorter than the then-remaining Weighted Average Life to Maturity of the Loans,
(D) subject to clause (K) below“Material Adverse Effect”, any Incremental Facility shall be on the same terms as the Commitments and the Loans,
(E) subject to clause (I) below, any Incremental Facility may be on the same terms as any class or tranche of Loans then outstanding (in which case case, they are true and correct in all respects), and except that for purposes of this Section 2.14, the loans made pursuant to such Incremental Facility representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to be included in such class or tranche refer to the most recent statements furnished pursuant to subsection (a) of Loans for all purposes of this Agreement),Section 6.01;
(Fe) without limiting clauses (A), (B) and (C) above and clause (G) below, borrowings under any Incremental Facility in the form of a “delayed draw” facility may be subject to such conditions to borrowing as the Borrower and the lenders under such Incremental Facility may agree,
(G) the Incremental Facilities may rank pari passu or junior in right of payment and of security with the other Loans and, if secured, shall not be secured by any property or assets of Holdings, the Borrower or any Subsidiary other than the Collateral or may be unsecured (and to the extent unsecured, subordinated or junior in right of payment or security and documented in a separate facility, subject to an intercreditor agreement), and, if guaranteed, shall not be guaranteed by any Subsidiaries other than the Subsidiary Guarantors,
(H) subject to this subclause (a)(ii) and to clause (c) below and the preceding subclause (b), the interest rates and amortization schedule applicable to the Incremental Facility shall be determined by the Borrower and the lenders thereof,
(I) any fees payable in connection with such Incremental Facilities shall be determined by the Borrower and the applicable Lender or Additional Lender providing such Incremental Facilities (the “Incremental Lenders”),
(J) any such Incremental Facilities that are pari passu with the Loans in right of payment and security shall share ratably in any prepayments with the Loans unless the Borrower and the applicable Incremental Lenders elect lesser payments, and
(K) to the extent that the terms and conditions of any Incremental Facility are not, in the good faith determination of the Borrower, substantially consistent with the terms of the Loans (except as provided for in the preceding clauses (B), (C), (G), (H), (I) or (J)), such terms and conditions shall be reasonably satisfactory to the Requisite Lenders; it being understood that (1) any Incremental Facility may provide for the ability to participate with respect to repayments on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then-outstanding Loans, (2) terms not substantially consistent with the terms of the Loans which are applicable only after the then-existing Maturity Date shall be deemed satisfactory to the Requisite Lenders and (3) terms contained in such Incremental Facility that are more favorable to the lenders or the agent under such Incremental Facility than those contained in the Credit Documents and are then conformed in (or added to) the Credit Documents for the benefit of the Lenders under the Credit Documents pursuant to the applicable Incremental Amendment shall, in each case, be deemed to be satisfactory to the Requisite Lenders.
(b) Each tranche of Incremental Facilities shall be in an aggregate principal amount that is not less than $5,000,000, and in an integral multiple of $500,000 in excess thereof (provided that such amount may be less than $5,000,000 or $2,500,000, as the case may be, if such amount represents all remaining availability under the Incremental Cap). Each notice from the Borrower pursuant to this Section 2.21 shall set forth the requested amount and proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender (it being understood that no existing Lender will have an obligation to provide or make any portion of the commitments or loans shall be under any Incremental Facility) or by any Additional Lender; provided, that the then-existing Lenders shall be offered an opportunity to participate in any Incremental Facility prior to any Additional Lender being offered such opportunity (it being agreed and understood that if such then-existing Lenders fail to deliver a commitment obligation to participate in such Incremental Facility within ten (10) Business Days after receipt of and any such offer, decision whether to participate in such then-existing Lenders Incremental Facility shall be deemed to have declined in such opportunity Lender’s sole and absolute discretion;
(f) each Person participating in such Incremental Facility shall qualify as an Eligible Assignee;
(g) the Borrower shall deliver to the Administrative Agent:
(i) a certificate of each Loan Party dated as of the date of such Incremental Facility signed by a Responsible Officer of such Loan Party (A) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving such Incremental Facility and (B) certifying that the conditions set forth in Sections 2.14(c) and (d) are true and correct as of such date;
(ii) customary opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender (including each Person providing a commitment with respect to an Incremental Facility), dated as of the effective date of such Incremental Facility;
(h) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating that after giving effect to the incurrence of such Incremental Facility the Loan Parties would be deemed in compliance with the financial covenants set forth in Section 7.10 on a Pro Forma Basis;
(i) in the case of an Incremental Term Facility:
(i) the final maturity date for such Incremental Term Facility shall not be earlier than the later of the Maturity Date or the final maturity date of any other Incremental Facility;
(ii) the weighted average life for such Incremental Term Facility shall not be shorter than the then remaining weighted average life of any other Incremental Term Facility; and
(iii) subject to have complied the foregoing clauses, the other terms of such Incremental Term Facility (including interest rate, interest rate margins, interest rate floors, fees, original issue discount, call protection or prepayment penalty, amortization and final maturity date) CHAR1\1907976v8 shall be as agreed by the Borrower and the Persons providing such Incremental Term Facility and approved by the Administrative Agent.
(j) in the case of any Incremental Revolving Increase, if any Committed Loans are outstanding on the date of such increase, (x) each Lender providing such Incremental Revolving Increase shall make Committed Loans, the proceeds of which shall be applied by the Administrative Agent to prepay Committed Loans of the existing Lenders, in an amount necessary such that after giving effect thereto the outstanding Committed Loans are held ratably among all of the Lenders with its obligations under this proviso)a Commitment and (y) the Borrower shall pay an amount required pursuant to Section 3.05 as a result of any such prepayment of Committed Loans of existing Lenders. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement, and any loans made pursuant The commitments to an Incremental Facility and credit extensions thereunder shall become Loans under this Agreement, pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other constitute Commitments and Credit Documents, executed by the Borrower, each Lender agreeing to provide such Commitment or term loan, if any, each Additional Lender, if anyExtensions under, and shall be entitled to all the Administrative Agent. Upon the effectiveness of any Incremental Amendmentbenefits afforded by, each Additional Lender, if any, shall become a “Lender” under this Agreement with respect to its Commitments under such Incremental Amendment, and the commitments of the Lenders agreeing to provide such Incremental Facilities shall become “Commitments” hereunder; and any Incremental Facilities shall, when made, constitute “Loans” under this Agreement. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit 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 2.21, including increases to scheduled amortization to provide that any such Incremental Facility will be fungible with any tranche of existing Loans. The Borrower and its Subsidiaries shall use the proceeds of the Incremental Facilities for any purpose not prohibited by this AgreementLoan Documents.
(c) Any loans incurred by the Borrower under any Incremental Facility that are pari passu with the Loans in right of payment and security shall, if applicable, be subject to an MFN Adjustment.
(d) This Section 2.21 shall supersede any provisions in Section 2.14 or Section 10.5 to the contrary.
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Sources: Credit Agreement (McGrath Rentcorp)