Common use of Expansion Option Clause in Contracts

Expansion Option. (i) The Borrower may from time to time after the Funding Date elect to increase the Aggregate Revolving Loan Commitment (each, a “Revolving Loan Increase”) or increase the aggregate principal amount of any Class of Term Loans or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum amounts of $50,000,000 and increments of $10,000,000 so long as, after giving effect thereto, the aggregate amount of such Revolving Loan Increases and such Incremental Term Loans does not exceed (A) $325,000,000 plus (B) an additional amount, so long as, after giving effect to the incurrence of such additional amount (and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma Senior Secured Leverage Ratio does not exceed 2.75 to 1.00, it being understood that the aggregate principal amount of all Revolving Loan Increases, taken as a whole, shall not exceed $100,000,000. The Borrower may arrange for any such Revolving Loan Increase or Incremental Term Loan to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Loan Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments or to participate in such Incremental Term Loans (it being agreed that any Lender approached to provide any such Revolving Loan Increase or Incremental Term Loans may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loans); provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent and, in the case of a Revolving Loan Increase, the Issuing Banks (which consent shall not be unreasonably withheld or delayed), and (ii) with respect to any Revolving Loan Increase, (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 hereto (each, an “Increasing Lender Supplement”), and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (each, an “Augmenting Lender Supplement”). No consent of any Lender (other than the Lenders participating in the Revolving Loan Increase or Incremental Term Loan) shall be required for any Revolving Loan Increase or Incremental Term Loans pursuant to this Section 2.05(b)(i), as applicable. Revolving Loan Increases and Incremental Term Loans created pursuant to this Section 2.05(b)(i) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment 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 effect the provisions of this Section 2.05(b). Notwithstanding the foregoing, no increase in the Aggregate Revolving Loan Commitment (or in the Revolving Loan Commitment of any Lender) or Incremental Term Loans shall become effective under this paragraph unless:

Appears in 4 contracts

Samples: Credit Agreement (Energizer SpinCo, Inc.), Credit Agreement (Energizer Holdings Inc), Credit Agreement (Energizer Holdings Inc)

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Expansion Option. (ia) The Borrower Borrowers may from time to time after the Funding Restatement Effective Date elect to increase the Aggregate Revolving Loan Commitment Commitments or any Extended Revolving Commitments (each, a the Revolving Loan IncreaseIncreased Commitments”) or increase the aggregate principal amount of any Class of Term Loans or enter into add one or more tranches of term loans (each each, an “Incremental Term Loan”), as applicable, in each case in minimum amounts an aggregate principal amount of not less than $50,000,000 and increments of $10,000,000 25,000,000 so long as, as after giving effect thereto, the aggregate amount of all such Revolving Loan Increases Increased Commitments and all such Incremental Term Loans (other than Refinancing Term Loans) does not exceed the sum of (Ai) $325,000,000 750,000,000, plus (Bii) an additional amount, unlimited amount so long asas on a Pro Forma Basis (assuming for this purpose that all Increased Commitments were fully drawn) the Consolidated Net Leverage Ratio is no greater than 4.00 to 1.00 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b); provided that Incremental Term Loans and Increased Commitments may be incurred under clauses (i) and (ii) above, after giving effect to and proceeds for any such incurrence may be utilized in a single transaction by first calculating the incurrence of such additional amount under clause (ii) above, and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma Senior Secured Leverage Ratio does not exceed 2.75 to 1.00, it being understood that the aggregate principal amount of all Revolving Loan Increasessuch Increased Commitments and all such Incremental Term Loans (other than Refinancing Term Loans) may, taken as subject to the conditions set forth in this Section 2.19 (including, without limitation, compliance with the covenants contained in Section 6.09 on a wholePro Forma Basis), shall not exceed $100,000,000be an unlimited amount . The applicable Borrower may arrange for any such Revolving Loan Increase increase or Incremental Term Loan tranche to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Loan CommitmentCommitment or Extended Revolving Commitments, or to participate in such Incremental Term LoansLoan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments or Extended Revolving Commitments, or to participate in such Incremental Term Loans (it being agreed that any Lender approached to provide any such Revolving Loan Increase or Incremental Term Loans may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loans)Loan; provided that (i) each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender, ) shall be subject to the approval of the applicable Borrower and the Administrative Agent and, in the case of a Revolving Loan Increasean Increased Commitment, the each Issuing Banks Bank and Swingline Lender (which consent shall such consents not to be unreasonably withheld or delayed), and (ii) with respect to any Revolving Loan Increase, (x) in . Without the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 hereto (each, an “Increasing Lender Supplement”), and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (each, an “Augmenting Lender Supplement”). No consent of any Lender (Lenders other than the Lenders participating in the Revolving Loan Increase or Incremental Term Loan) shall be required for any Revolving Loan Increase or Incremental Term Loans pursuant to this Section 2.05(b)(i), as applicable. Revolving Loan Increases and Incremental Term Loans created pursuant to this Section 2.05(b)(i) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and the applicable Borrower, to effect the provisions of this Section 2.05(b)2.19. Increases of Revolving Commitments, Extended Revolving Commitments and new Incremental Term Loans created pursuant to this Section 2.19 shall become effective on the date agreed by the applicable Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Aggregate Revolving Loan Commitment (Commitments or in the Extended Revolving Loan Commitment of any Lender) Commitments or Incremental Term Loans shall become effective be permitted under this paragraph unless:Section 2.19 unless (i) on the proposed date of the effectiveness of such increase in the Revolving Commitments or Extended Revolving Commitments or borrowing of such Incremental Term Loan the conditions set forth in clauses (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (ii) the Administrative Agent shall have received such opinions and other certificates and documents as it may reasonably request and (iii) the Company shall be in compliance, calculated on a Pro Forma Basis (assuming for this purpose that all Increased Commitments were fully drawn), with the covenants contained in Section 6.09 as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time. On the effective date of any increase in the Revolving Commitments or Extended Revolving Commitments or any Incremental Term Loans being made (assuming that any Increased Commitments were fully drawn), (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of all the Lenders to equal its Applicable Percentage of such outstanding Loans, and (ii) except in the case of any Incremental Term Loans, if, on the date of such increase, there are any Revolving Loans of the applicable Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be prepaid to the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Loans of such Class owing to each Lender with a Revolving Commitment of such Class is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans of such Class. The Administrative Agent and the Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the second preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to indemnification by the applicable Borrower pursuant to the provisions of Section 2.15 if the deemed payment occurs other than on the last day of the related Interest Periods. The terms of any Incremental Term Loans shall be as set forth in the amendment to this Agreement providing for such Incremental Term Loans; provided that (i) no Lender will be required to participate in any such Incremental Term Loan, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than July 14, 2020, (iii) the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of any then existing Term Loans, (iv) Incremental Term Loans shall not participate on a greater than pro rata basis with the other Term Loans in any optional or mandatory prepayment hereunder, (v) the interest margins, fees and original issue discount for the Incremental Term Loans shall be determined by the Borrower and the lenders of the Incremental Term Loans; and (vi) any Increased Commitments shall be on terms and pursuant to documentation applicable to the Revolving Commitments or Extended Revolving Commitments and any Incremental Term Loans shall be on terms and pursuant to documentation to be determined, provided that, to the extent such terms and documentation are not consistent with the Revolving Credit Facility (except to the extent permitted by clause (ii), (iii), (iv) or (v) above) they shall be reasonably satisfactory to the Administrative Agent. The applicable Borrower shall seek commitments in respect of any Increased Commitments from existing Lenders or from additional banks, financial institutions and other institutional lenders reasonably acceptable to the Administrative Agent who will become Lenders in connection therewith.

Appears in 1 contract

Samples: Restatement Agreement (Constellation Brands, Inc.)

Expansion Option. (ia) The Borrower Borrowers may from time to time after the Funding Sixth Restatement Effective Date elect to increase the Aggregate Revolving Loan Commitment Commitments or any Extended Revolving Commitments (each, a the Revolving Loan IncreaseIncreased Commitments”) or increase the aggregate principal amount of any Class of Term Loans or enter into add one or more tranches of term loans (each each, an “Incremental Term Loan”), as applicable, in each case in minimum amounts an aggregate principal amount of not less than $50,000,000 and increments of $10,000,000 25,000,000 so long as, as after giving effect thereto, the aggregate amount of all such Revolving Loan Increases Increased Commitments and all such Incremental Term Loans (other than Refinancing Term Loans) does not exceed the sum of (Ai) $325,000,000 750,000,000, plus (Bii) an additional amount, unlimited amount so long asas on a Pro Forma Basis (assuming for this purpose that all Increased Commitments were fully drawn) the Consolidated Net Leverage Ratio is no greater than 4.00 to 1.0 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b); provided that Incremental Term Loans and Increased Commitments may be incurred under clauses (i) and (ii) above, after giving effect to and proceeds for any such incurrence may be utilized in a single transaction by first calculating the incurrence of such additional amount under clause (ii) above, and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma Senior Secured Leverage Ratio does not exceed 2.75 to 1.00, it being understood that the aggregate principal amount of all Revolving Loan Increasessuch Increased Commitments and all such Incremental Term Loans (other than Refinancing Term Loans) may, taken as subject to the conditions set forth in this Section 2.19 (including, without limitation, compliance with the covenants contained in Section 6.09 on a wholePro Forma Basis), shall not exceed $100,000,000be an unlimited amount . The applicable Borrower may arrange for any such Revolving Loan Increase increase or Incremental Term Loan tranche to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Loan CommitmentCommitment or Extended Revolving Commitments, or to participate in such Incremental Term LoansLoan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments or Extended Revolving Commitments, or to participate in such Incremental Term Loans (it being agreed that any Lender approached to provide any such Revolving Loan Increase or Incremental Term Loans may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loans)Loan; provided that (i) each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender, ) shall be subject to the approval of the applicable Borrower and the Administrative Agent and, in the case of a Revolving Loan Increasean Increased Commitment, the each Issuing Banks Bank and Swingline Lender (which consent shall such consents not to be unreasonably withheld or delayed), and (ii) with respect to any Revolving Loan Increase, (x) in . Without the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 hereto (each, an “Increasing Lender Supplement”), and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (each, an “Augmenting Lender Supplement”). No consent of any Lender (Lenders other than the Lenders participating in the Revolving Loan Increase or Incremental Term Loan) shall be required for any Revolving Loan Increase or Incremental Term Loans pursuant to this Section 2.05(b)(i), as applicable. Revolving Loan Increases and Incremental Term Loans created pursuant to this Section 2.05(b)(i) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and the applicable Borrower, to effect the provisions of this Section 2.05(b)2.19. Increases of Revolving Commitments, Extended Revolving Commitments and new Incremental Term Loans created pursuant to this Section 2.19 shall become effective on the date agreed by the applicable Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Aggregate Revolving Loan Commitment (Commitments or in the Extended Revolving Loan Commitment of any Lender) Commitments or Incremental Term Loans shall become effective be permitted under this paragraph unless:Section 2.19 unless (i) on the proposed date of the effectiveness of such increase in the Revolving Commitments or Extended Revolving Commitments or borrowing of such Incremental Term Loan the conditions set forth in clauses (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (ii) the Administrative Agent shall have received such opinions and other certificates and documents as it may reasonably request and (iii) the Company shall be in compliance, calculated on a Pro Forma Basis (assuming for this purpose that all Increased Commitments were fully drawn), with the covenants contained in Section 6.09 as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time. On the effective date of any increase in the Revolving Commitments or Extended Revolving Commitments or any Incremental Term Loans being made (assuming that any Increased Commitments were fully drawn), (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of all the Lenders to equal its Applicable Percentage of such outstanding Loans, and (ii) except in the case of any Incremental Term Loans, if, on the date of such increase, there are any Revolving Loans of the applicable Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be prepaid to the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Loans of such Class owing to each Lender with a Revolving Commitment of such Class is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans of such Class. The Administrative Agent and the Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the second preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to indemnification by the applicable Borrower pursuant to the provisions of Section 2.15 if the deemed payment occurs other than on the last day of the related Interest Periods. The terms of any Incremental Term Loans shall be as set forth in the amendment to this Agreement providing for such Incremental Term Loans; provided that (i) no Lender will be required to participate in any such Incremental Term Loan, (ii) the final maturity date of any Incremental Term Loans shall be no earlier than July 14, 2020, (iii) the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of any then existing Term Loans, (iv) Incremental Term Loans shall not participate on a greater than pro rata basis with the other Term Loans in any optional or mandatory prepayment hereunder, (v) the interest margins, fees and original issue discount for the Incremental Term Loans shall be determined by the Borrower and the lenders of the Incremental Term Loans; and (vi) any Increased Commitments shall be on terms and pursuant to documentation applicable to the Revolving Commitments or Extended Revolving Commitments and any Incremental Term Loans shall be on terms and pursuant to documentation to be determined, provided that, to the extent such terms and documentation are not consistent with the U.S. Revolving Credit Facility and European Revolving Credit Facility (except to the extent permitted by clause (ii), (iii), (iv) or (v) above) they shall be reasonably satisfactory to the Administrative Agent. The applicable Borrower shall seek commitments in respect of any Increased Commitments from existing Lenders or from additional banks, financial institutions and other institutional lenders reasonably acceptable to the Administrative Agent who will become Lenders in connection therewith.

Appears in 1 contract

Samples: Restatement Agreement (Constellation Brands, Inc.)

Expansion Option. (i) The Borrower may from time to time after the Funding later of the Revolving Commitment Increase Date and the Vulcan Expiration Date elect to increase the Aggregate Revolving Loan Commitment (each, a “Revolving Loan Increase”) or increase the aggregate principal amount of any Class of Term Loans Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum amounts of $50,000,000 and increments of $10,000,000 so long as, after giving effect thereto, the aggregate amount of such Revolving Loan Increases increases and all such Incremental Term Loans does not exceed (A) $325,000,000 plus (B) an additional amount, so long as, after giving effect to the incurrence of such additional amount (and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma Senior Secured Leverage Ratio does not exceed 2.75 to 1.00, it being understood that the aggregate principal amount of all Revolving Loan Increases, taken as a whole, shall not exceed $100,000,000150,000,000. The Borrower may arrange for any such Revolving Loan Increase increase or Incremental Term Loan tranche to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Loan Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Loan Commitments Commitments, or to participate in such Incremental Term Loans (it being agreed that any Lender approached to Loans, or provide any such Revolving Loan Increase or Incremental Term Loans new Commitments, as the case may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loans)be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent and, in the case of a Revolving Loan Increase, the Issuing Banks (which consent shall not be unreasonably withheld or delayed), and (ii) with respect to any Revolving Loan Increase, (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 hereto (each, an “Increasing Lender Supplement”)C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (each, an “Augmenting Lender Supplement”). No consent of any Lender (other than the Lenders participating in the Revolving Loan Increase or Incremental Term Loan) shall be required for any Revolving Loan Increase or Incremental Term Loans pursuant to this Section 2.05(b)(i), as applicable. Revolving Loan Increases and Incremental Term Loans created pursuant to this Section 2.05(b)(i) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment 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 effect the provisions of this Section 2.05(b). Notwithstanding the foregoing, no increase in the Aggregate Revolving Loan Commitment (or in the Revolving Loan Commitment of any Lender) or Incremental Term Loans shall become effective under this paragraph unless:D

Appears in 1 contract

Samples: Credit Agreement (Almost Family Inc)

Expansion Option. (ia) The Borrower may from time to time after the Funding Date elect to (i) increase the Aggregate Revolving Loan Commitment Commitments (each a “Revolver Increase”) and/or (ii) request one or more term loan facilities hereunder (each, a “Revolving Term Loan Facility” and, together with any Revolver Increase”) or increase the aggregate principal amount of any Class of Term Loans or enter into one or more tranches of term loans (each , an “Incremental Term LoanExpansion Event”), in each case upon notice to the Administrative Agent (which shall promptly notify the Lenders) in minimum amounts increments of $50,000,000 and increments of $10,000,000 so long as, after giving effect thereto, the aggregate principal amount of all such Revolving Loan Increases and such Incremental Term Loans increasesExpansion Events does not exceed an amount equal to (Ax) $325,000,000 plus 200,000,000 minus (By) an additional amount, so long as, after giving effect to the incurrence of such additional amount (and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma Senior Secured Leverage Ratio does not exceed 2.75 to 1.00, it being understood that the aggregate principal amount of all Revolving Loan Increasesterm loans funded in reliance on Section 6.01(m). At the time of sending any such notice with respect to a Revolver Increase, taken as the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than five Business Days from the date of delivery of such notice to the Lenders). EachWith respect to a wholeRevolver Increase, each Lender shall notify the Administrative Agent within such time period whether or not exceed $100,000,000it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower may arrange and each Lender of the Lenders’ responses to each request for any such Revolving Loan a Revolver Increase or Incremental Term Loan to be provided by one or more existing Lenders made hereunder (each existing Lender so agreeing to an increase in its Revolving Loan Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”). To achieve the full amount of a requested increaseRevolver Increase and/or to provide for a Term Loan Facility, or the Borrower may arrange for (1) any such increaseRevolver Increase to be provided by the Increasing Lenders as well as one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting LenderRevolving Lender”), to increase their existing Revolving Loan Commitments or to participate in such Incremental Term Loans (it being agreed that any Lender approached which agree to provide new Commitments, and/or (2) any such Revolving Term Loan Increase Facility to be provided by one or Incremental Term Loans may elect more new banks, financial institutions or decline, in its sole discretion, other entities that agree to provide commitments for such Term Loan Facility (which, for the avoidance of doubt, may include any existing Lender) (each such new bank, financial institution or other entity, an “Augmenting Term Lender” and, together with the Augmenting Revolving Loan Increase or Incremental Term Loans)Lenders, the “Augmenting Lenders”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to provide new Commitments; provided further that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and and, the Administrative Agent and, in the case of a Augmenting Revolving Loan IncreaseLenders, the Swingline Lender and each Issuing Banks (which consent shall Bank, such approvals not to be unreasonably withheld or delayed), and (ii) with respect to any Revolving Loan Increase, (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 B-1 hereto (each, an “Increasing Lender Supplement”)or other agreement or amendment to this Agreement in form satisfactory to the Administrative Agent, and (y) in the case of an Augmenting Revolving Lender, the Borrower and such Augmenting Revolving Lender execute an agreement substantially in the form of Exhibit E-2 B-2 hereto (each, an “Augmenting Lender Supplement”)or other agreement or amendment to this Agreement in form satisfactory to the Administrative Agent. No consent of any Lender (other than the Lenders participating in the Revolving Loan Increase or Incremental Term Loan) shall be required for any Revolving Loan Increase or Incremental Term Loans increase in CommitmentsExpansion Event pursuant to this Section 2.05(b)(i), as applicable2.04. Revolving Loan Increases and Incremental Term Loans new CommitmentsExpansion Events created pursuant to this Section 2.05(b)(i) 2.04 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment 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 effect the provisions of this Section 2.05(b). Notwithstanding the foregoing, no Expansion Event (or increase in the Aggregate Revolving Loan Commitment Commitments (or in the Revolving Loan Commitment of any Lender) or Incremental Term Loans shall become effective under this paragraph unless:, (i) on the proposed date of the effectiveness of such increaseExpansion Event, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a Pro Forma Basis) with the covenants contained in Section 6.11 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increaseExpansion Event. On the effective date of any increase in the CommitmentsRevolver Increase, (i) each relevant Increasing Lender and Augmenting Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.04 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder, or to provide a new commitment in respect of a Term Loan Facility, at any time.

Appears in 1 contract

Samples: Credit Agreement (Dean Foods Co)

Expansion Option. (ia) The Borrower Borrowers may from time to time after the Funding Date elect to increase the Aggregate Revolving Loan Commitment (each, a “Revolving Loan Increase”) or increase the aggregate principal amount of any Class of Term Loans or enter into one or more tranches of term loans (each an “Incremental Term Loan”)Commitments, in each case in a minimum amounts of $50,000,000 and increments amount of $10,000,000 or a larger multiple of $1,000,000, so long as, after giving effect thereto, the aggregate amount of such Revolving Loan Increases increases from and such Incremental Term Loans after the Closing Date does not exceed (A) $325,000,000 plus (B) an additional amount, so long as, after giving effect to the incurrence of such additional amount (and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma Senior Secured Leverage Ratio does not exceed 2.75 to 1.00, it being understood that the aggregate principal amount of all Revolving Loan Increases, taken as a whole, shall not exceed $100,000,00050,000,000. The Borrower Borrowers may arrange for any such Revolving Loan Increase or Incremental Term Loan increase to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Loan Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments or to participate in such Incremental Term Loans (it being agreed that any Lender approached to provide any such Revolving Loan Increase or Incremental Term Loans as the case may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loans)be; provided that (i) each Augmenting Lender, Lender and each increase by each Increasing Lender shall be subject to the approval written consent of the Borrower Administrative Agent, each Issuing Bank and the Administrative Agent and, in the case of a Revolving Swing Loan Increase, the Issuing Banks (which consent shall not be unreasonably withheld or delayed), Bank and (ii) with respect to any Revolving Loan Increase, (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 hereto (each, an “Increasing Lender Supplement”)U hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (eachV hereto. If the proceeds of such increase will be used directly or indirectly to repay obligations under any Permitted Term B Loan, an “Augmenting Lender Supplement”). No consent of any Lender (other than the Lenders participating increase in the Revolving Loan Increase or Incremental Term Loan) shall be required for any Revolving Loan Increase or Incremental Term Loans Commitments pursuant to this Section 2.05(b)(i), as applicable. Revolving Loan Increases and Incremental Term Loans created pursuant 2.03 shall also be subject to this Section 2.05(b)(i) shall become effective on the date agreed by consent of the BorrowerRequisite Lenders, the Administrative Agent and the relevant Increasing Lenders Syndication Agent. Each increase in commitments shall be allocated to one or Augmenting Lendersmore of the Credit Facilities. Notwithstanding anything herein to the contrary, the Multicurrency Commitments shall not exceed $100,000,000 at any time and the Administrative Agent Domestic Commitments shall notify each Lender thereof. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of not exceed $200,000,000 at 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 effect the provisions of this Section 2.05(b). Notwithstanding the foregoing, no increase in the Aggregate Revolving Loan Commitment (or in the Revolving Loan Commitment of any Lender) or Incremental Term Loans shall become effective under this paragraph unless:time.

Appears in 1 contract

Samples: Credit Agreement (Nacco Industries Inc)

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Expansion Option. (ia) The Borrower Borrowers may from time to time after the Funding Date elect to increase the Aggregate Revolving Loan Commitment (each, a “Revolving Loan Increase”) or increase the aggregate principal amount of any Class of Term Loans or enter into one or more tranches of term loans (each an “Incremental Term Loan”)Commitments, in each case in minimum amounts of $50,000,000 and increments of $10,000,000 so long as, after giving effect thereto, the aggregate amount of such Revolving Loan Increases increases from and such Incremental Term Loans after the Closing Date does not exceed (A) $325,000,000 plus (B) an additional amount, so long as, after giving effect to the incurrence of such additional amount (and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma Senior Secured Leverage Ratio does not exceed 2.75 to 1.00, it being understood that the aggregate principal amount of all Revolving Loan Increases, taken as a whole, shall not exceed $100,000,00050,000,000. The Borrower Borrowers may arrange for any such Revolving Loan Increase or Incremental Term Loan increase to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Loan Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments or to participate in such Incremental Term Loans (it being agreed that any Lender approached to provide any such Revolving Loan Increase or Incremental Term Loans as the case may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loans)be; provided that (i) each Augmenting Lender, Lender and each increase by each Increasing Lender shall be subject to the approval written consent of the Borrower Administrative Agent, each Issuing Bank and the Administrative Agent and, in the case of a Revolving Swing Loan Increase, the Issuing Banks (which consent shall not be unreasonably withheld or delayed), Bank and (ii) with respect to any Revolving Loan Increase, (x) in the case of an Increasing Lender, the Borrower Borrowers and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 hereto (each, an “Increasing Lender Supplement”)U hereto, and (y) in the case of an Augmenting Lender, the Borrower Borrowers and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (eachV hereto. If the proceeds of such increase will be used directly or indirectly to repay obligations under any Permitted Term B Loan, an “Augmenting Lender Supplement”). No consent of any Lender (other than the Lenders participating increase in the Revolving Loan Increase or Incremental Term Loan) shall be required for any Revolving Loan Increase or Incremental Term Loans Commitments pursuant to this Section 2.05(b)(i), as applicable. Revolving Loan Increases and Incremental Term Loans created pursuant 2.03 shall also be subject to this Section 2.05(b)(i) shall become effective on the date agreed by consent of the BorrowerRequisite Lenders, the Administrative Agent and the relevant Increasing Lenders Syndication Agent. Each increase in commitments shall be allocated to one or Augmenting Lenders, and more of the Administrative Agent shall notify each Lender thereofCredit Facilities. Incremental Term Loans may be made hereunder pursuant Notwithstanding anything herein to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriatethe contrary, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of Multicurrency Commitments shall not exceed $100,000,000 at 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 effect the provisions of this Section 2.05(b). Notwithstanding the foregoing, no increase in the Aggregate Revolving Loan Commitment (or in the Revolving Loan Commitment of any Lender) or Incremental Term Loans shall become effective under this paragraph unless:time.

Appears in 1 contract

Samples: Credit Agreement (Nacco Industries Inc)

Expansion Option. (i) The Borrower Company may from time to time after the Funding Restatement Effective Date elect to increase the Aggregate Revolving Loan Commitment (each, a “Revolving Loan Increase”) or increase total Multicurrency Tranche Commitments and/or the aggregate principal amount of any Class of Term Loans total Dollar Tranche Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum amounts of $50,000,000 and increments of $10,000,000 25,000,000 so long as, after giving effect thereto, the aggregate amount of such Revolving Loan Increases increases and all such Incremental Term Loans does not exceed the sum of (A) $325,000,000 250,000,000 plus (B) an additional amount, so long as, after giving effect to the incurrence of such unlimited additional amount (and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma Senior Secured Leverage Ratio does not exceed 2.75 to 1.00, it being understood that the aggregate principal amount of all Revolving Loan Increases, taken as a whole, shall not exceed $100,000,000. The Borrower may arrange for any such Revolving Loan Increase or Incremental Term Loan to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Loan Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments or to participate in such Incremental Term Loans (it being agreed that any Lender approached to provide any such Revolving Loan Increase or Incremental Term Loans may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loans); provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent andthat, in the case of this clause (B) only, after giving effect (including giving effect on a Revolving Loan IncreasePro Forma Basis reasonably acceptable to the Administrative Agent) to any such increase in the Multicurrency Tranche Commitments, increase in the Dollar Tranche Commitments and/or tranche of Incremental Term Loans (assuming that any such incremental Multicurrency Tranche Commitments, incremental Dollar Tranche Commitments and such Incremental Term Loans are drawn in full), the Issuing Banks (which consent shall not be unreasonably withheld Senior Secured Leverage Ratio is equal to or delayed), and (ii) with respect to any Revolving Loan Increase, (x) in less than the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 hereto (each, an “Increasing Lender Supplement”), and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (each, an “Augmenting Lender Supplement”). No consent of any Lender Applicable Senior Secured Leverage Ratio Level (other than to the Lenders participating in the Revolving Loan Increase or Incremental Term Loan) shall be required for any Revolving Loan Increase or extent such increased Multicurrency Tranche Commitments, such increased Dollar Tranche Commitments and/or such Incremental Term Loans are incurred pursuant to this Section 2.05(b)(i)clause (B) concurrently with the incurrence of increased Multicurrency Tranche Commitments, as applicable. Revolving Loan Increases and increased Dollar Tranche Commitments and/or Incremental Term Loans created pursuant to this Section 2.05(b)(iin reliance on clause (A) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriateabove, in which case the reasonable opinion Senior Secured Leverage Ratio shall be permitted to exceed the Applicable Senior Secured Leverage Ratio Level to the extent of the Administrative Agentsuch increased Multicurrency Tranche Commitments, to effect the provisions of this Section 2.05(b). Notwithstanding the foregoing, no increase in the Aggregate Revolving Loan Commitment (or in the Revolving Loan Commitment of any Lender) or Incremental Term Loans shall become effective under this paragraph unless:71

Appears in 1 contract

Samples: Credit Agreement (Cimpress N.V.)

Expansion Option. (i) The Borrower Holdings may from time to time after the Funding Date elect to increase the Aggregate Revolving Loan Commitment (each, a “Revolving Loan Increase”) or increase the aggregate principal amount of any Class of Term Loans Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum amounts of $50,000,000 and increments of $10,000,000 5,000,000 so long as, after giving effect thereto, the aggregate amount of such Revolving Loan Increases increases and all such Incremental Term Loans does not exceed the sum of (Ai) $325,000,000 60,000,000 plus (Bii) an additional amount, so long as, after giving effect to the incurrence of such additional amount (and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma Senior Secured Leverage Ratio does not exceed 2.75 to 1.00, it being understood that the aggregate principal amount of all Revolving Loan Increases, taken Term Loans repaid as a whole, shall not exceed $100,000,000of the date of such election. The Borrower Holdings may arrange for any such Revolving Loan Increase increase or Incremental Term Loan tranche to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Loan Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments Commitments, or to participate in such Incremental Term Loans (it being agreed that any Lender approached to provide any such Loans, or extend Revolving Loan Increase or Incremental Term Loans Commitments, as the case may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loans)be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower Holdings and the Administrative Agent and, in the case of a Revolving Loan Increase, the Issuing Banks (which consent shall such approvals not to be unreasonably withheld or delayed), ) and (ii) with respect to any Revolving Loan Increase, (x) in the case of an Increasing Lender, the Borrower Holdings and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 hereto (each, an “Increasing Lender Supplement”)E hereto, and (y) in the case of an Augmenting Lender, the Borrower Holdings and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (each, an “Augmenting Lender Supplement”)F hereto. No consent of any Lender (other than the Lenders participating in the Revolving Loan Increase increase or any Incremental Term Loan) shall be required for any increase in Revolving Loan Increase Commitments or Incremental Term Loans pursuant to this Section 2.05(b)(i), as applicable2.20. Increases and new Revolving Loan Increases Commitments and Incremental Term Loans created pursuant to this Section 2.05(b)(i) 2.20 shall become effective on the date agreed by the BorrowerHoldings, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of Holdings and (B) Holdings shall be in compliance (on a Pro Forma Basis) with the covenants contained in Section 6.12 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of such date (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the applicable Borrower in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowerBorrowers, each Increasing Lender participating in such tranchetranche (if any), each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment 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 effect the provisions of this Section 2.05(b)2.20. Notwithstanding Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the foregoing, no increase in the Aggregate Revolving Loan Commitment (or in the Revolving Loan Commitment part of any Lender) Lender to increase its Revolving Commitment hereunder, or provide Incremental Term Loans shall become effective under this paragraph unless:Loans, at any time.

Appears in 1 contract

Samples: Security Agreement (Vonage Holdings Corp)

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