Incremental Loans and Commitments Clause Samples
Incremental Loans and Commitments. (a) The Borrower or any Subsidiary Loan Party may at any time or from time to time (on one or more occasions) after the Closing Date, pursuant to an Incremental Facility Amendment (i) add one or more additional Classes of term loans or additional term loans of the same Class as any existing Class of term loans (an “Incremental Term Facility”) and/or increase the principal amount of the Term Loans by requesting new term loan commitments to be added to such Loans (an “Incremental Term Increase”, and together with any Incremental Term Facility, the “Incremental Term Loans”), (ii) add one or more increases in the amount of the RC Facility Commitments of any Class (each such increase, an “Incremental RC Facility Commitment Increase”) or (iii) add one or more additional Classes of revolving credit facility commitments (the “Additional/Replacement RC Facility Commitments” and, together with the Incremental Term Loans and the Incremental RC Facility Commitment Increases, the “Incremental Facilities”); provided that at the applicable time of determination in accordance with Section 1.09(a) with respect to any such Incremental Facility, no Specified Event of Default shall have occurred and be continuing. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount (as applicable) of $10,000,000 or €8,000,000 and integral multiples of $1,000,000 or €750,000 in excess thereof (unless the Borrower and the Administrative Agent otherwise agree); provided that the principal amount may be less than such amount or integral multiple if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.
(i) Any Incremental Facility shall rank pari passu with any then-existing Class of Loans, as applicable, in right of payment and/or security and no Incremental Facility shall be secured by any assets other than the Collateral securing the Secured Obligations and shall not be guaranteed by any Person which is not a Loan Party, (ii) other than with respect to an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower), the Incremental Term Loans shall not mature earlier than the Latest Maturity Date of the Initial Term Loans denomi...
Incremental Loans and Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time request (A) Incremental Term Loan Commitments, and/or (B) Incremental Revolving Commitments by increasing the Total Revolving Credit Commitments, from one or more Incremental Term Lenders and/or Incremental Revolving Lenders, all of which must meet the requirements for assignees under Section 9.6(d). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or Incremental Revolving Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice) (the “Increased Amount Date”), and (iii) with respect to Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to make additional Tranche B-4 Term Loans or commitments to make term loans with terms different from the Tranche B-4 Term Loans, including, for the avoidance of doubt, tranche A term loans (such other term loans, the “Other Term Loans”).
(b) The Borrower may seek Incremental Term Loan Commitments or Incremental Revolving Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders who will become Incremental Term Lenders or Incremental Revolving Lenders in connection therewith. The Borrower and each Incremental Term Lender or Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment or Incremental Revolving Commitments of each Incremental Term Lender or Incremental Revolving Lender. The terms and provisions of any Incremental Term Loans that are additional Tranche B-4 Term Loans shall be identical to those of the Tranche B-4 Term Loans on the Fourth Amendment Effective Date. The terms and provisions of any Incremental Revolving Loans and Incremental Revolving Commitments shall be identical to those of the Revolving Credit Loans and Revolving Credit Commitments made on the Closing Date. The terms and provisions of the Other Term Loans shall be i...
Incremental Loans and Commitments. (a) The Borrower may at any time or from time to time (on one or more occasions) after the Amendment No. 1 Effective Date, with notice to the Administrative Agent, pursuant to an Incremental Facility Amendment (i) add one or more additional Classes of term loans or additional term loans of the same Class of any existing Class of term loans or increases of any existing Class of term loans (the “Incremental Term Loans”), (ii) increase the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment Increase”) or (iii) only as described in clause (ii) of the proviso to the succeeding sentence and constituting an Incremental Refinancing Facility, add one or more additional Classes of revolving credit commitments (the “Replacement Revolving Commitments” and, together with any Incremental Term Loans and Incremental Revolving Commitment Increases, the “Incremental Facilities” and the commitments in respect thereof, the “Incremental Commitments”); provided that, subject to Section 1.08, at the time of the incurrence of any such Incremental Facility, (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) (x) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects; 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 122 US-DOCS\115047431.4127573765.6
Incremental Loans and Commitments. At any time during the period commencing on the Restatement Date and ending on the Business Day prior to the Term Loan Maturity Date, provided no Default or Event of Default has occurred and is continuing (or, in the case of a Limited Condition Transaction, (x) on the date of the execution of the definitive agreement in connection therewith, no Event of Default shall exist and (y) no Event of Default pursuant to Section 8.1(a) or (f) shall exist and be continuing both immediately before and immediately after the effectiveness of the related incremental amendment) and subject to the conditions set forth in clause (d) below, upon notice to the Administrative Agent, the Borrower may, from time to time, request (i) an increase in the aggregate principal amount of the Term Loans then outstanding (each, a “Term Commitment Increase”), (ii) the addition of one or more
Incremental Loans and Commitments. (a) 74
(a) The Borrower may, by written notice to the Administrative Agent from time to time request (A) Incremental Term Loan Commitments, and/or (B) Incremental Revolving Commitments by increasing the Total Revolving Credit Commitments, from one or more Incremental Term Lenders and/or Incremental Revolving Lenders, all of which must meet the requirements for assignees under Section 9.6(d). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or Incremental Revolving Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice) (the “Increased Amount Date”), and (iii) with respect to Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to make additional Tranche AB-4 Term Loans, additional Tranche B-3 Term Loans or commitments to make term loans with terms different from the Tranche AB-4 Term Loans and the Tranche B-3 Term Loans, including, for the avoidance of doubt, tranche A term loans (such other term loans, the “Other Term Loans”).
Incremental Loans and Commitments. At any time during the period commencing on the Closing Date and ending on the Business Day prior to the Revolving Termination Date, provided no Default or Event of Default has occurred and is continuing and subject to the conditions set forth in clause (d) below, upon notice to the Administrative Agent, the Borrower may, from time to time, request new revolving credit commitments under this Agreement on the terms set forth in this Section 2.24 (each, an “Incremental Revolving Credit Commitment” and, the Loans thereunder, the “Incremental Revolving Loans”). The aggregate original principal amount for all such Incremental Revolving Credit Commitments established at any time, shall not exceed the sum of $75,000,000 so long as, on a pro forma basis, determined on the basis of the financial statements most recently required to be delivered to the Administrative Agent pursuant to Section 6.1(a) or (b), as the case may be (and assuming in the case of any Incremental Revolving Credit Commitment, that any such Incremental Revolving Credit Commitments are drawn in full and excluding the cash proceeds of any such Incremental Revolving Credit Commitments) and after giving effect to any Permitted Acquisition consummated in connection therewith, the Consolidated Leverage Ratio shall not exceed the maximum Consolidated Leverage Ratio then permitted under Section 7.1(b), giving effect to any temporary increase in the Consolidated Leverage Ratio as a result of an Acquisition Holiday. Any Incremental Revolving Credit Commitment shall be in a minimum amount of $5,000,000 (or such lower amount that represents all remaining Incremental Revolving Credit Commitment availability under this Section 2.24(a)) and integral multiples of $1,000,000 in excess thereof (or such lower amount that represents all remaining Incremental Revolving Credit Commitment availability under this Section 2.24(a)).
Incremental Loans and Commitments. At any time during the period commencing on the Closing Date and ending on the Business Day prior to the Revolving Termination Date, provided no Default or Event of Default has occurred and is continuing and subject to the conditions set forth in clause (d) below, upon notice to the Administrative Agent, the Borrower may, from time to time, request new revolving credit commitments under this Agreement on the terms set forth in this Section 2.21 (each, an “Incremental Revolving Credit Commitment” and, the Loans thereunder, the “Incremental Revolving Loans”). The aggregate original principal amount for all such Incremental Revolving Credit Commitments established at any time, shall not exceed the greater of (x) $95,000,000 or (y) 100% of Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower (taken as one accounting period) most recently ended on or prior to such date for which financial statements have been or are required to have been delivered pursuant to Section 6.1(a) or 6.1(b), as the case may be . Any Incremental Revolving Credit Commitment shall be in a minimum amount of $5,000,000 (or such lower amount that represents all remaining Incremental Revolving Credit Commitment availability under this Section 2.21(a)) and integral multiples of $1,000,000 in excess thereof (or such lower amount that represents all remaining Incremental Revolving Credit Commitment availability under this Section 2.21(a)).
Incremental Loans and Commitments. 145150 Section 2.21. [Reserved]. 150154 Section 2.22. Defaulting Lenders. 150154 Section 2.23. Illegality. 152156 Section 2.24. Loan Modification Offers. 153157 ARTICLE 3 REPRESENTATIONS AND WARRANTIES 162 Section 3.01.
Incremental Loans and Commitments. 50 2.17 Defaulting Lenders ...................................................................................... 52 2.18 Extension of Revolving Maturity Date ........................................................ 55 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY .................................. 56 3.01 Taxes ............................................................................................................ 56 3.02 Changed Circumstances ............................................................................... 60 3.03
Incremental Loans and Commitments. 150108 SECTION 2.21. [Reserved]. 154112 SECTION 2.22.