Incremental Facility. (a) The Company may from time to time prior to the third anniversary of the Closing Date amend this Agreement in order to provide to the Company additional revolving loan facilities (each, an "INCREMENTAL REVOLVING LOAN FACILITY") and additional term loan facilities (each, an "INCREMENTAL TERM LOAN FACILITY"), provided that (i) the aggregate principal amount of the Incremental Facilities shall not exceed $400,000,000 and (ii) each Incremental Facility shall be in a minimum aggregate principal amount of $50,000,000. Each Incremental Facility will be secured and guaranteed with the other Facilities on a pari passu basis. Each Incremental Facility must have an average life which is longer than the average life of the Revolving Credit Facility, Tranche A Term Loan Facility and Tranche B Term Loan Facility taken as a whole and a final maturity of at least six months longer than the final maturity date of the Tranche B Term Loan Facility. Incremental Facilities will be entitled to prepayments and voting rights on the same basis as comparable Facilities unless the applicable Incremental Facility Activation Notice specifies a lesser treatment. An Incremental Facility may be made available under this Agreement only if, after giving effect thereto and the use of proceeds thereof, no Default or Event of Default exists and the Company would be in compliance with the covenants set forth in subsection 13.1 for the most recently ended fiscal quarter (calculated on a PRO FORMA basis, as reasonably determined by the Company after consultation with the Administrative Agent, to give effect to the Loans to be made pursuant to such Incremental Facility and the Permitted Acquisition and other permitted uses made with the proceeds thereof). Proceeds of Incremental Facilities may be used only for the purposes specified in subsections 4.3 and 7. (b) An Incremental Facility shall be made available hereunder upon delivery to the Administrative Agent of an Incremental Facility Activation Notice executed by the Company and the financial institutions (who must be reasonably acceptable to the Company and the Administrative Agent) identified as "Incremental Lenders" therein who have executed such Incremental Facility Activation Notice. Upon the Incremental Facility Effective Date specified in an Incremental Facility Activation Notice, the Incremental Lenders specified therein shall become Lenders under this Agreement with respect to such Incremental Facility. Each Incremental Facility Activation Notice shall specify (i) the respective Incremental Facility Amount of such Incremental Lenders, (ii) the applicable Incremental Facility Effective Date, (iii) the applicable Incremental Facility Maturity Date, (iv) the amortization schedule or revolving credit period, as applicable, applicable to such Incremental Facility, (v) whether such Incremental Lenders may elect to decline prepayments as specified in subsection 8.6 and are entitled to share in mandatory prepayments as specified in subsection 8.6 and (vi) the Applicable Margin for the Incremental Loans to be made pursuant to such Incremental Facility Activation Notice and, if such Incremental Facility is an Incremental Revolving Credit Facility, the commitment fee therefor, and shall be otherwise duly completed. Each Incremental Lender that is a signatory to an Incremental Facility Activation Notice severally agrees, on the terms and conditions of this Agreement, to make Incremental Loans to the Company on the date or during the periods specified in such Incremental Facility Activation Notice. Nothing in this subsection 16.13 shall be construed to obligate any Lender not party to such Incremental Facility Activation Notice to execute an Incremental Term Loan Activation Notice or to make Incremental Loans.
Appears in 1 contract
Incremental Facility. (a) The Company may from time to time prior to the third anniversary of the Closing Date amend this Agreement in order to provide to the Company additional revolving loan facilities (each, an "INCREMENTAL REVOLVING LOAN FACILITY") and additional term loan facilities (each, an "INCREMENTAL TERM LOAN FACILITY"), provided that (i) the aggregate principal amount of the Incremental Facilities shall not exceed $400,000,000 and (ii) each Each Incremental Facility shall be effected by a joinder agreement executed by the Borrower, the Administrative Agent and each Lender making such Incremental Facility, in a minimum aggregate principal amount form and substance reasonably satisfactory to each of $50,000,000. Each them; provided that:
i. Any Incremental Facility will be secured that consists of an increase in the Revolving Facility shall have terms and guaranteed with conditions identical to the other Facilities on a pari passu basis. Each terms and conditions applicable to the Revolving Facility.
(A) any Incremental Facility must that consists of an increase in the existing Term Loan shall have an terms and conditions identical to the terms and conditions applicable to the Term Facility; and (B) any Incremental Facility that consists of one or more new tranches of term loans shall have terms and conditions set forth in the amendment or joinder agreement giving effect to such Incremental Facility; provided that (1) the weighted average life which is longer to maturity of any such Incremental Facility shall be no shorter than the remaining weighted average life of the Revolving Credit Facility, Tranche A Term Loan Facility and Tranche B Term Loan Facility taken as a whole and a final to maturity of at least six months longer than any then existing Term Loan, (2) the final maturity date of such Incremental Facility shall not be earlier than the Tranche B Maturity Date for any then existing Term Loan Facility. Incremental Facilities will be entitled to prepayments and voting rights on (3) the same basis as comparable Facilities unless the applicable Applicable Rate for any such Incremental Facility Activation Notice specifies a lesser treatment. An Incremental Facility may shall be made available under this Agreement only if, after giving effect thereto and the use of proceeds thereof, no Default or Event of Default exists and the Company would be in compliance with the covenants set forth in subsection 13.1 for the most recently ended fiscal quarter (calculated on a PRO FORMA basis, as reasonably determined by the Company after consultation with Borrower and the Lenders for such Incremental Facility.
iii. Notwithstanding the provisions of Section 11.01, the joinder agreement effecting any Incremental Facility may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to give effect to the Loans to be made pursuant to such provisions of this Section 2.16, including in the case of any Incremental Facility that consists of one or more new tranches of term loans, amendments, to include such terms as are customary for a term loan commitment, including mandatory prepayments, assignments and the Permitted Acquisition and other permitted uses made with the proceeds thereof). Proceeds of Incremental Facilities may be used only for the purposes specified in subsections 4.3 and 7.
(b) An Incremental Facility shall be made available hereunder upon delivery to the Administrative Agent of an Incremental Facility Activation Notice executed by the Company and the financial institutions (who must be reasonably acceptable to the Company and the Administrative Agent) identified voting provisions substantially as "Incremental Lenders" therein who have executed such Incremental Facility Activation Notice. Upon the Incremental Facility Effective Date specified in an Incremental Facility Activation Notice, the Incremental Lenders specified therein shall become Lenders under this Agreement provided herein with respect to such Incremental Facility. Each Incremental Facility Activation Notice shall specify (i) the respective Incremental Facility Amount of such Incremental LendersTerm Commitment, (ii) but subject in all respects to the applicable Incremental Facility Effective Date, (iii) the applicable Incremental Facility Maturity Date, (iv) the amortization schedule or revolving credit period, as applicable, applicable to such Incremental Facility, (v) whether such Incremental Lenders may elect to decline prepayments as specified in subsection 8.6 and are entitled to share in mandatory prepayments as specified in subsection 8.6 and (vi) the Applicable Margin for the Incremental Loans to be made pursuant to such Incremental Facility Activation Notice and, if such Incremental Facility is an Incremental Revolving Credit Facility, the commitment fee therefor, and shall be otherwise duly completed. Each Incremental Lender that is a signatory to an Incremental Facility Activation Notice severally agrees, on the terms and conditions requirements of this Agreement, to make Incremental Loans to the Company on the date or during the periods specified in such Incremental Facility Activation Notice. Nothing in this subsection 16.13 shall be construed to obligate any Lender not party to such Incremental Facility Activation Notice to execute an Incremental Term Loan Activation Notice or to make Incremental LoansSection 2.16.
Appears in 1 contract
Sources: Credit Agreement (Lydall Inc /De/)
Incremental Facility. (a) The Company Borrower may from time to time prior to the third anniversary of the Closing Date amend this Agreement in order to provide to the Company additional Borrower increased revolving loan facilities commitments (each, an "INCREMENTAL REVOLVING LOAN FACILITY"“Incremental Revolving Facility”) and additional term loan facilities and/or increased term loan commitments in respect of the Term Facility or any other existing term loan facility hereunder (each, an "INCREMENTAL TERM LOAN FACILITY"“Incremental Term Facility”; together with any Incremental Revolving Facility, the “Incremental Facilities”), provided that (i) the aggregate principal amount of the Incremental Facilities pursuant to this Section 4.25 shall not exceed (A) together with the aggregate initial principal amount of any Incremental Notes incurred pursuant to clause (A)(i) of the proviso to Section 8.2(q), $400,000,000 200,000,000 plus (B) an additional amount if, after giving effect to such additional amount, on a pro forma basis the Consolidated Senior Secured Leverage Ratio (assuming, (x) if such Incremental Facility is an Incremental Revolving Facility, such Incremental Revolving Facility is fully drawn as of such date and (iiy) each that any indebtedness incurred under an Incremental Facility is senior secured debt; whether or not such debt is senior or secured) does not exceed 4.75:1.00 as of the last day of the most recently ended fiscal quarter. Each Incremental Facility shall be in a minimum aggregate principal amount of $50,000,00025,000,000. Each Incremental Facility will be secured and guaranteed with the other Facilities on a pari passu basis. Each Incremental Term Facility must have an a weighted average life to maturity which is the same or longer than the then remaining weighted average life to maturity of the Revolving Credit Facility, Tranche A Term Loan Facility and Tranche B Term Loan Facility taken as a whole and a final maturity of at least six months longer no earlier than the final maturity date of the Tranche B Term Loan FacilityMaturity Date. Incremental Facilities will be entitled to prepayments and voting rights on the same basis as the comparable Facilities Facility unless the applicable Incremental Facility Activation Notice specifies a lesser treatment. Each Incremental Revolving Facility shall have the same terms as the Revolving Credit Facility and upon effectiveness of any Incremental Revolving Facility, the commitments thereunder shall be Revolving Credit Commitments for all purposes hereunder. Other than amortization, pricing or maturity date, each Incremental Term Facility shall have the same terms as the Term Facility or such terms as are reasonably satisfactory to the Administrative Agent and the Borrower, provided that if the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Facility and any Eurodollar or ABR floor applicable to such Incremental Term Facility but excluding any ticking fees, arrangement fees and other fees not paid to the makers of such loans generally) relating to any Incremental Term Facility exceeds the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the Term Facility, and any Eurodollar or ABR floor applicable to the Term Facility) relating to the Term Facility immediately prior to the effectiveness of the applicable Incremental Term Facility by more than 0.50%, the Applicable Margin relating to the Term Facility shall be adjusted to be equal to the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Facility and any Eurodollar or ABR floor applicable to such Incremental Facility) relating to such Incremental Term Facility minus 0.50%. In the case of any Incremental Term Facility that increases the term loan commitments under the Term Facility or any other existing term loan facility, the manner in which such increase is implemented shall be reasonably satisfactory to the Administrative Agent. An Incremental Facility may be made available under this Agreement only if, after giving effect thereto and the use of proceeds thereofthereof no Default or Event of Default exists (or with respect to any use of an Incremental Term Facility for a Permitted Acquisition that requires limited conditionality, no Default or Event of Default exists and at the Company would be in compliance with time of entry into the covenants set forth in subsection 13.1 applicable acquisition agreement for the most recently ended fiscal quarter (calculated on a PRO FORMA basis, as reasonably determined by the Company after consultation with the Administrative Agent, to give effect to the Loans to be made pursuant to such Incremental Facility and the Permitted Acquisition and other permitted uses made with the proceeds thereofAcquisition). Proceeds of Incremental Facilities may be used only for the purposes specified in subsections 4.3 and 7.
(b) An Incremental Facility shall be made available hereunder upon delivery to the Administrative Agent of notice thereof executed by the Borrower. Any additional bank, financial institution, existing Lender or other Person that elects to extend loans or commitments under an Incremental Facility Activation Notice shall be reasonably satisfactory to the Borrower (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Company and the financial institutions (who must be reasonably acceptable to the Company Borrower, such Additional Lender and the Administrative Agent) identified as "Incremental Lenders" therein who have executed such . No Incremental Facility Activation Notice. Upon Amendment shall require the Incremental Facility Effective Date specified in an Incremental Facility Activation Notice, consent of any Lenders other than the Incremental Additional Lenders specified therein shall become Lenders under this Agreement with respect to such Incremental FacilityFacility Amendment. Each Incremental Facility Activation Notice No Lender shall specify (i) the respective Incremental Facility Amount of such Incremental Lenders, (ii) the applicable Incremental Facility Effective Date, (iii) the applicable Incremental Facility Maturity Date, (iv) the amortization schedule or revolving credit period, as applicable, applicable be obligated to such provide any Incremental Facility, (v) whether such Incremental Lenders may elect to decline prepayments as specified unless it so agrees. Commitments in subsection 8.6 and are entitled to share in mandatory prepayments as specified in subsection 8.6 and (vi) the Applicable Margin for the Incremental Loans to be made pursuant to such respect of any Incremental Facility Activation Notice and, if such shall become Commitments under this Agreement. An Incremental Facility is an Incremental Revolving Credit FacilityAmendment may, without the commitment fee thereforconsent of any other Lenders, and shall effect such amendments to any Loan Documents as may be otherwise duly completednecessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this subsection (including to provide for voting provisions applicable to the Additional Lenders). Each Incremental Lender that is a signatory to an The effectiveness of any Incremental Facility Activation Notice severally agreesAmendment shall, on unless otherwise agreed to by the terms Administrative Agent and conditions of this Agreementthe Additional Lenders, to make Incremental Loans be subject to the Company satisfaction on the date or during the periods specified in such thereof (each, an “Incremental Facility Activation Notice. Nothing Closing Date”) of each of the conditions set forth in this subsection 16.13 6.2 (it being understood that all references to “Borrowing Date” in subsection 6.2 shall be construed deemed to obligate any Lender not party refer to such the Incremental Facility Activation Notice to execute an Closing Date). The proceeds of any Incremental Term Loan Activation Notice or to make Incremental LoansFacility will be used only for general corporate purposes (including acquisitions permitted under subsection 8.7).
Appears in 1 contract
Sources: Credit Agreement (Cumulus Media Inc)
Incremental Facility. (a) The Company Borrower may from time to time prior to the third anniversary of the Closing Date amend this Agreement in order to provide to the Company Borrower additional revolving term loan facilities and/or increased term loan commitments in respect of the Facility or any other existing term loan facility hereunder (each, an "INCREMENTAL REVOLVING LOAN FACILITY") and additional term loan facilities (each, an "INCREMENTAL TERM LOAN FACILITY"“Incremental Facility”), provided that (i) the aggregate principal amount of the Incremental Facilities and the First Lien Incremental Facilities shall not exceed $400,000,000 and 500,000,000, (ii) each Incremental Facility shall be in a minimum aggregate principal amount of $50,000,00025,000,000 and (iii) the Consolidated Senior Secured Leverage Ratio as of such date (determined on a pro forma basis after giving effect to the provision of such Incremental Facility) is less than or equal to 5.0 to 1.0. Each Incremental Facility will be secured and guaranteed with the other Facilities Facility on a pari passu basis. Each Incremental Facility must have an a weighted average life to maturity which is the same or longer than the then remaining weighted average life to maturity of the Revolving Credit Facility, Tranche A Term Loan Facility and Tranche B Term Loan Facility taken as a whole and a final maturity of at least six months longer no earlier than the final maturity date of the Tranche B Term Loan FacilityMaturity Date. Incremental Facilities will be entitled to prepayments and voting rights on the same basis as comparable Facilities the Facility unless the applicable Incremental Facility Activation Notice specifies a lesser treatment. Other than amortization, pricing or maturity date, each Incremental Facility shall have the same terms as the Facility or such terms as are reasonably satisfactory to the Administrative Agent and the Borrower, provided that if the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Facility and any Eurodollar or ABR floor applicable to such Incremental Facility but excluding any ticking fees, arrangement fees and other fees not paid to the makers of such loans generally) relating to any Incremental Facility exceeds the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the Facility, and any Eurodollar or ABR floor applicable to the Facility) relating to the Facility immediately prior to the effectiveness of the applicable Incremental Facility by more than 0.25%, the Applicable Margin relating to the Facility shall be adjusted to be equal to the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Facility and any Eurodollar or ABR floor applicable to such Incremental Facility) relating to such Incremental Facility minus 0.25%. With respect to increases in the term loan commitments under the Facility or any other existing term loan facility, the manner in which such increase is implemented shall be reasonably satisfactory to the Administrative Agent. An Incremental Facility may be made available under this Agreement only if, after giving effect thereto and the use of proceeds thereof, thereof no Default or Event of Default exists and the Company would be in compliance with the covenants set forth in subsection 13.1 for the most recently ended fiscal quarter (calculated on a PRO FORMA basis, as reasonably determined by the Company after consultation with the Administrative Agent, to give effect to the Loans to be made pursuant to such Incremental Facility and the Permitted Acquisition and other permitted uses made with the proceeds thereof). Proceeds of Incremental Facilities may be used only for the purposes specified in subsections 4.3 and 7exists.
(b) An Incremental Facility shall be made available hereunder upon delivery to the Administrative Agent of notice thereof executed by the Borrower. Any additional bank, financial institution, existing Lender or other Person that elects to extend loans or commitments under an Incremental Facility Activation Notice shall be reasonably satisfactory to the Borrower (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Company and the financial institutions (who must be reasonably acceptable to the Company Borrower, such Additional Lender and the Administrative Agent) identified as "Incremental Lenders" therein who have executed such . No Incremental Facility Activation Notice. Upon Amendment shall require the Incremental Facility Effective Date specified in an Incremental Facility Activation Notice, consent of any Lenders other than the Incremental Additional Lenders specified therein shall become Lenders under this Agreement with respect to such Incremental Facility Amendment. No Lender shall be obligated to provide any Incremental Facility, unless it so agrees. Each Commitments in respect of any Incremental Facility Activation Notice shall specify become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this subsection (including to provide for voting provisions applicable to the Additional Lenders). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of the following conditions precedent: (i) each of the respective Incremental Facility Amount representations and warranties made in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such Incremental Lendersdate as if made on and as of such date (unless stated to relate to a specific earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the applicable Incremental Facility Effective Date, (iii) the applicable Incremental Facility Maturity Date, (iv) the amortization schedule or revolving credit period, as applicable, applicable to such Incremental Facility, (v) whether such Incremental Lenders may elect to decline prepayments as specified in subsection 8.6 and are entitled to share in mandatory prepayments as specified in subsection 8.6 and (vi) the Applicable Margin for the Incremental Loans to be made pursuant to on such date. The proceeds of any Incremental Facility Activation Notice and, if such Incremental Facility is an Incremental Revolving Credit Facility, the commitment fee therefor, and shall will be otherwise duly completed. Each Incremental Lender that is a signatory to an Incremental Facility Activation Notice severally agrees, on the terms and conditions of this Agreement, to make Incremental Loans to the Company on the date or during the periods specified in such Incremental Facility Activation Notice. Nothing in this used only for general corporate purposes (including acquisitions permitted under subsection 16.13 shall be construed to obligate any Lender not party to such Incremental Facility Activation Notice to execute an Incremental Term Loan Activation Notice or to make Incremental Loans8.7).
Appears in 1 contract
Incremental Facility. (a) The Company may from time to time prior to the third anniversary of the Closing Date amend this Agreement in order to provide to the Company additional revolving loan facilities (each, an "INCREMENTAL REVOLVING LOAN FACILITY"“Incremental Revolving Facility”) and additional term loan facilities (each, an "INCREMENTAL TERM LOAN FACILITY"“Incremental Term Facility”; together with any Incremental Revolving Facility, the “Incremental Facilities”), provided that (i) the aggregate principal amount of the Incremental Facilities shall not exceed $400,000,000 100,000,000 and (ii) each Incremental Facility shall be in a minimum aggregate principal amount of $50,000,00025,000,000. Each Incremental Facility will be secured and guaranteed with the other Facilities on a pari passu basis. Each Incremental Term Facility must have an a weighted average life to maturity which is the same or longer than the then remaining weighted average life to maturity of the Revolving Credit Facility, Tranche A Term Loan Facility and Tranche B Term Loan Facility taken as a whole and a final maturity of at least six months longer no earlier than the final maturity date of the Tranche B Term Loan FacilityMaturity Date. Incremental Facilities will be entitled to prepayments and voting rights on the same basis as the comparable Facilities Facility unless the applicable Incremental Facility Activation Notice specifies a lesser treatment. Other than amortization, pricing or maturity date, each Incremental Facility shall have the same terms as the comparable Facility or such terms as are reasonably satisfactory to the Administrative Agent and the Company, provided that if the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Facility and any Eurodollar or ABR floor applicable to such Incremental Facility but excluding any ticking fees, arrangement fees and other fees not paid to the makers of such loans generally) relating to any Incremental Facility exceeds the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the comparable Facility, and any Eurodollar or ABR floor applicable to the comparable Facility) relating to the comparable Facility immediately prior to the effectiveness of the applicable Incremental Facility by more than 0.25%, the Applicable Margin relating to the comparable Facility shall be adjusted to be equal to the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Facility and any Eurodollar or ABR floor applicable to such Incremental Facility) relating to such Incremental Facility minus 0.25%. An Incremental Facility may be made available under this Agreement only if, after giving effect thereto and the use of proceeds thereof, thereof (x) no Default or Event of Default exists and (y) the Company would be is in pro forma compliance with the covenants set forth in subsection 13.1 for 8.1, recomputed as of the last day of the most recently ended fiscal quarter (calculated on a PRO FORMA basis, as reasonably determined by of the Company after consultation with the Administrative Agent, to give effect to the Loans to be made pursuant to for which financial statements are available as if such Incremental Facility and the Permitted Acquisition Indebtedness thereunder had been incurred on the first day of such period for purposes of calculating Consolidated EBITDA and other permitted uses made with using Consolidated Total Indebtedness as of the proceeds thereof). Proceeds of date of, and after giving effect to, such Incremental Facilities may be used only for the purposes specified in subsections 4.3 and 7Facility.
(b) An Incremental Facility shall be made available hereunder upon delivery to the Administrative Agent of an Incremental Facility Activation Notice executed by the Company and the Company. Any additional bank, financial institutions (who must institution, existing Lender or other Person that elects to extend loans or commitments under an Incremental Facility shall be reasonably acceptable satisfactory to the Company (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by the Company, such Additional Lender and the Administrative Agent) identified as "Incremental Lenders" therein who have executed such . No Incremental Facility Activation Notice. Upon Amendment shall require the Incremental Facility Effective Date specified in an Incremental Facility Activation Notice, consent of any Lenders other than the Incremental Additional Lenders specified therein shall become Lenders under this Agreement with respect to such Incremental FacilityFacility Amendment. Each Incremental Facility Activation Notice No Lender shall specify (i) the respective Incremental Facility Amount of such Incremental Lenders, (ii) the applicable Incremental Facility Effective Date, (iii) the applicable Incremental Facility Maturity Date, (iv) the amortization schedule or revolving credit period, as applicable, applicable be obligated to such provided any Incremental Facility, (v) whether such Incremental Lenders may elect to decline prepayments as specified unless it so agrees. Commitments in subsection 8.6 and are entitled to share in mandatory prepayments as specified in subsection 8.6 and (vi) the Applicable Margin for the Incremental Loans to be made pursuant to such respect of any Incremental Facility Activation Notice and, if such shall become Commitments under this Agreement. An Incremental Facility is an Incremental Revolving Amendment may, without the consent of any other Lenders, effect such amendments to any Credit FacilityDocuments as may be necessary or appropriate, in the commitment fee thereforopinion of the Administrative Agent, and shall be otherwise duly completedto effect the provisions of this subsection (including to provide for voting provisions applicable to the Additional Lenders). Each Incremental Lender that is a signatory to an The effectiveness of any Incremental Facility Activation Notice severally agreesAmendment shall, on unless otherwise agreed to by the terms Administrative Agent and conditions of this Agreementthe Additional Lenders, to make Incremental Loans be subject to the Company satisfaction on the date or during the periods specified in such thereof (each, an “Incremental Facility Activation Notice. Nothing Closing Date”) of each of the conditions set forth in this subsection 16.13 6.2 (it being understood that all references to “Borrowing Date” in subsection 6.2 shall be construed deemed to obligate any Lender not party refer to such the Incremental Facility Activation Notice to execute an Closing Date). The proceeds of any Incremental Term Loan Activation Notice or to make Incremental LoansFacility will be used only for general corporate purposes (including Permitted Acquisitions).
Appears in 1 contract