New Incremental Notes Clause Samples
New Incremental Notes. (i) The Borrower may from time to time, upon notice to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured notes which shall have the same Lien priority as the Obligations (such notes, collectively, “New Incremental Notes”) in an aggregate amount not to exceed the Facility Increase Allowance (at the time of issuance); provided, that any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire amount that may be requested under this Section 2.19(d).
(ii) As a condition precedent to the effectiveness of any New Incremental Notes pursuant to this Section, (A) the Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the New Incremental Notes signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of New Incremental Notes) approving or consenting to the effectiveness of such New Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (B) such New Incremental Notes shall not be guaranteed by any Person that is not a Guarantor, (C) such New Incremental Notes will be secured only by the Collateral and subject to a Senior Intercreditor Agreement, (D) such New Incremental Notes shall have a final maturity no earlier than 91 days after the Latest Maturity Date, (E) the Weighted Average Life to Maturity of such New Incremental Notes shall not be shorter than that of any outstanding Tranche of Term Loans, and (F) such New Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations).
(iii) The effectiveness of any New Incremental Notes shall also be subject, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing for such New Incremental Notes to be secured thereby. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement ...
New Incremental Notes. (a) The Borrower or any Guarantor may from time to time after the Closing Date, upon notice by the Borrower to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes (which notes, if secured by the Collateral, are secured on a first lien “equal and ratable” basis with the Liens securing the Obligations or secured on a “junior” basis with the Liens securing the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes, collectively, “New Incremental Notes”) in an amount not to exceed the Incremental Amount (at the time of issuance); provided that (i) no Event of Default would exist after giving pro forma effect to any such request, subject to Section 1.02(i), and (ii) any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) $20,000,000 and (y) the entire amount that may be requested under this Section 2.15 provided, further, that, subject to Section 1.02(i), at the time that any such New Incremental Notes are Incurred (and after giving pro forma effect thereto), except as set forth in the proviso to clause (b) below, no Event of Default (or, in the case of the Incurrence or provision of any New Incremental Notes in connection with an acquisition or other Investment or any prepayment, redemption, repurchase, defeasance, acquisition or similar payment of Indebtedness or Capital Stock that requires irrevocable notice in advance therof, no Event of Default under Section 8.01(a), (f) or (g)) shall have occurred and be continuing. The Borrower, after consultation with the Administrative Agent, may appoint any Person that is not an Affiliate of the Borrower as arranger of such New Incremental Notes (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Notes Arranger”).
(b) As a condition precedent to the issuance of any New Incremental Notes pursuant to this Section 2.15, (i) such New Incremental Notes shall not be Guaranteed by any Person that is not a Loan Party or that does not become a Loan Party, (ii) to the extent secured by the Collateral, such New Incremental Notes shall be subject to intercreditor arrangements that are reasonably satisfactory to the Incremental Notes Arranger, to the Borrower and, if such Incremental Notes Arranger is not the Administrative Agent, the Administrative Agent, (iii) such New In...
New Incremental Notes. The Borrower may from time to time after the Closing Date, upon notice by the Borrower to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured, senior unsecured, senior subordinated, subordinated notes or Extendable Bridge Loans (which notes and/or Extendable Bridge Loans, if secured, are secured by the Collateral on an “equal and ratable” basis with the Liens securing the Obligations or on a “junior” basis with the Liens securing the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes and/or Extendable Bridge Loans, collectively, “New Incremental Notes”) in an amount not to exceed the Incremental Amount (at the time of issuance); provided that (i) no Event of Default would exist after giving Pro Forma Effect to any such request, subject to Section 1.02(i), and (ii) any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount that may be requested under this Section 2.15; provided, further, that any New Commitment established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.15,
New Incremental Notes. The Borrower or any Guarantor may from time to time after the Closing Date, upon(a) notice by the Borrower to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or, in each case, bridge loans in lieu thereof (such notes and/or bridge loans, collectively, “New Incremental Notes”) in an amount not to exceed the Available Incremental Amount (at the time of issuance). As a condition precedent to the issuance of any New Incremental Notes pursuant to this(b) Section 2.15, (i) such New Incremental Notes shall not be Guaranteed by any Subsidiary of the Borrower that is not a Loan Party or that does not become a Loan Party and shall not be secured by a lien on any assets of a Loan Party that is not part of the Collateral, (ii) to the extent secured by the Collateral, such New Incremental Notes shall be subject to a Market Intercreditor Agreement, (iii) except with respect to Permitted Earlier Maturity Debt and Extendable Bridge Loans, such New Incremental Notes shall have a final maturity no earlier than the Latest Maturity Date of the 2024 Term B-2 Loan Facility, (iv) except with respect to Permitted Earlier Maturity Debt and Extendable Bridge Loans, the Weighted Average Life to Maturity of such New Incremental Notes shall not be shorter than that of the 2024 Term B-2
New Incremental Notes. (a) The Borrowers, on a joint and several basis, may from time to time after the Closing Date, upon notice by the Borrower Representative to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes (which notes, if secured by the Collateral, are secured on a first lien “equal and ratable” basis with the Liens securing the Obligations or secured on a “junior” basis with the Liens securing the Obligations) and guaranteed only by the guarantors (such notes, collectively, “New Incremental Notes”) in an amount to exceed the Incremental Amount (at the time of issuance); provided that (i) no Event of Default (subject to Section 1.02(i)) would exist after giving Pro Forma Effect to any such request subject to the Permitted Acquisition Provisions, and
New Incremental Notes. 1027 Section 2.16
New Incremental Notes. The Borrower may from time to time, upon notice to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured notes which shall have the same Lien priority as the Obligations (such notes, collectively, “New Incremental Notes”) in an aggregate amount not to exceed the Facility Increase Allowance (at the time of issuance); provided, that any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire amount that may be requested under this Section 2.19(d).
New Incremental Notes. (a) The Borrower or any Guarantor may from time to time after the Closing Date, upon notice by the Borrower to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or, in each case, bridge loans in lieu thereof (such notes and/or bridge loans, collectively, “New Incremental Notes”) in an amount not to exceed the Available Incremental Amount (at the time of issuance).
New Incremental Notes. If the Incremental Arranger is not the Administrative Agent, the actions authorized to be taken by the Incremental Arranger herein shall be done in consultation with the Administrative Agent and, with respect to the preparation of any documentation necessary or appropriate to carry out the provisions of this Section 2.14 (including amendments to this Agreement and the other Loan Documents), any comments to such documentation reasonably requested by the Administrative Agent shall be reflected therein.