Common use of Conditions to Effectiveness of an Incremental Term Facility Clause in Contracts

Conditions to Effectiveness of an Incremental Term Facility. As a condition precedent to the establishment of any Incremental Term Facility, the Company, the Administrative Agent and the Incremental Term Lenders thereunder shall enter into a supplement to this Credit Agreement in substantially the form of either Exhibit H-2 or Exhibit H-3 (an “Incremental Term Supplement”), duly completed, and with such provisions (including changes to the provisions set forth therein) as may be agreed to by the Company and the Incremental Term Lenders (provided, that notwithstanding anything to the contrary set forth in this sentence, (A) the prior written consent of the Administrative Agent shall be required for any changes to Section 12 (Conditions Precedent) of any form of Incremental Term Supplement, other than completing the required information in clause (e) (Opinions of Counsel to the Company) thereof, (B) in no event shall any form of Incremental Term Supplement be changed to provide any additional, preferential or non-pro rata repayment or prepayment rights to any of Incremental Term Lenders thereunder (unless such Incremental Facility is to receive less than its ratable share of any repayment or prepayment) and (C) if the Administrative Agent reasonably determines that any proposed change to any form of Incremental Term Supplement would be contrary to, or conflict with, the provisions of this Credit Agreement or any other Loan Document, and the Administrative Agent provides written notice of such determination to the Company, then such proposed change shall be revised or removed in a manner reasonably satisfactory to the Administrative Agent), such that such Incremental Term Supplement shall set forth the terms and conditions relating to the Incremental Term Facility, which shall be reasonably acceptable to the Administrative Agent (except to the extent that they are consistent with the following provisos to this clause (b)); provided that, in any event, each Incremental Term Facility shall (i) not have (A) a final maturity date earlier than the later of (x) the “Maturity Date” then applicable to the Initial Facilities and (y) the latest “Maturity Date” then applicable to any then-outstanding Incremental Term Facility, or (B) a weighted average life to maturity shorter than the “Maturity Date” then applicable to the Initial Facilities; (ii) be Guaranteed only by the Guarantors under this Credit Agreement; (iii) rank pari passu in right of both payment and of security with the Initial Facilities and each other Incremental Facility; (iv) except as to pricing and amortization, have terms and documentation that are, when taken as a whole, no more restrictive than the terms applicable to the existing Facilities, unless such terms are reasonably acceptable to the Administrative Agent; (v) be in a minimum principal amount of $50,000,000, and any whole multiple of $5,000,000 in excess thereof; and (vi)(A) in the case of any Incremental Term Facility in substantially the form of Exhibit H-2, or (B) in the case of any Incremental Term Facility in substantially the form of Exhibit H-3 entered into within 18 months after the Effective Date, not have total yield greater than 0.50% higher than the total yield for the Term Loans then in place unless (x) the Applicable Rate applicable to the Initial Term Facility (and, if applicable, each other then-existing Incremental Term Facility) shall be increased (to the extent such higher yield is in the form of interest rates) and (y) the Company shall pay to the Administrative Agent for the account of each of the Initial Term Lenders (and each other Incremental Term Lender (as applicable)) a fee (to the extent such higher yield is in the form of fees or original issue discount) so as to cause the total yield of the Initial Term Facility and each other then-existing Incremental Term Facility (if applicable) to be no more than 0.50% per annum lower than the total yield in respect of the new Incremental Term Facility. Upon the effective date of the Incremental Term Supplement, each lender thereunder shall become an Incremental Term Lender hereunder and such Incremental Term Supplement shall be deemed part of this Credit Agreement for all purposes thereafter. Each Incremental Term Supplement may, without the consent of any Lender (other than the applicable Incremental Term Lenders thereunder and the Administrative Agent), effect such amendments to this Credit Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.15.

Conditions to Effectiveness of an Incremental Term Facility. As a condition precedent to the establishment of any Incremental Term Facility, the Company, the Administrative Agent and the Incremental Term Lenders thereunder shall enter into a supplement to this Credit Agreement in substantially the form of either Exhibit H-2 or Exhibit H-3 (an “Incremental Term Supplement”), duly completed, and with such provisions (including changes to the provisions set forth therein) as may be agreed to by the Company and the Incremental Term Lenders (provided, that notwithstanding anything to the contrary set forth in this sentence, (A) the prior written consent of the Administrative Agent shall be required for any changes to Section 12 (Conditions Precedent) of any form of Incremental Term Supplement, other than completing the required information in clause (e) (Opinions of Counsel to the Company) thereof, (B) in no event shall any form of Incremental Term Supplement be changed to provide any additional, preferential or non-pro rata repayment or prepayment rights to any of Incremental Term Lenders thereunder (unless such Incremental Facility is to receive less than its ratable share of any repayment or prepayment) and (C) if the Administrative Agent reasonably determines that any proposed change to any form of Incremental Term Supplement would be contrary to, or conflict with, the provisions of this Credit Agreement or any other Loan Document, and the Administrative Agent provides written notice of such determination to the Company, then such proposed change shall be revised or removed in a manner reasonably satisfactory to the Administrative Agent), such that such Incremental Term Supplement shall set forth the terms and conditions relating to the Incremental Term Facility, which shall be reasonably acceptable to the Administrative Agent (except to the extent that they are consistent with the following provisos to this clause (b)); provided that, in any event, each Incremental Term Facility shall (i) not have (A) a final maturity date earlier than the later of (x) the “Maturity Date” then applicable to the Initial Facilities and (y) the latest “Maturity Date” then applicable to any then-outstanding Incremental Term Facility, or (B) a weighted average life to maturity shorter than the “Maturity Date” then applicable to the Initial Facilities; (ii) be Guaranteed only by the Guarantors under this Credit Agreement; (iii) rank pari passu in right of both payment and of security with the Initial Facilities and each other Incremental Facility; (iv) except as to pricing and amortization, have terms and documentation that are, when taken as a whole, no more restrictive than the terms applicable to the existing Facilities, unless such terms are reasonably acceptable to the Administrative Agent; (v) be in a minimum principal amount of $50,000,000, and any whole multiple of $5,000,000 in excess thereof; and (vi)(A) in the case of any Incremental Term Facility in substantially the form of Exhibit H-2, or (B) in the case of any Incremental Term Facility in substantially the form of Exhibit H-3 entered into within 18 months after the Effective Closing Date, not have total yield greater than 0.50% higher than the total yield for the Term Loans then in place unless (x) the Applicable Rate applicable to the Initial Term Facility (and, if applicable, each other then-existing Incremental Term Facility) shall be increased (to the extent such higher yield is in the form of interest rates) and (y) the Company shall pay to the Administrative Agent for the account of each of the Initial Term Lenders (and each other Incremental Term Lender (as applicable)) a fee (to the extent such higher yield is in the form of fees or original issue discount) so as to cause the total yield of the Initial Term Facility and each other then-existing Incremental Term Facility (if applicable) to be no more than 0.50% per annum lower than the total yield in respect of the new Incremental Term Facility. Upon the effective date of the Incremental Term Supplement, each lender thereunder shall become an Incremental Term Lender hereunder and such Incremental Term Supplement shall be deemed part of this Credit Agreement for all purposes thereafter. Each Incremental Term Supplement may, without the consent of any Lender (other than the applicable Incremental Term Lenders thereunder and the Administrative Agent), effect such amendments to this Credit Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.15.

Conditions to Effectiveness of an Incremental Term Facility. As a condition precedent to the establishment of any Incremental Term Facility, the Company, the Administrative Agent and the Incremental Term Lenders thereunder shall enter into a supplement to this Credit Agreement in substantially the form of either Exhibit H-2 or Exhibit H-3 (an ““ Incremental Term SupplementSupplement ”), duly completed, and with such provisions (including changes to the provisions set forth therein) as may be agreed to by the Company and the Incremental Term Lenders (provided( provided , that notwithstanding anything to the contrary set forth in this sentence, (A) the prior written consent of the Administrative Agent shall be required for any changes to Section 12 (Conditions Precedent) of any form of Incremental Term Supplement, other than completing the required information in clause (e) (Opinions of Counsel to the Company) thereof, (B) in no event shall any form of Incremental Term Supplement be changed to provide any additional, preferential or non-pro rata repayment or prepayment rights to any of Incremental Term Lenders thereunder (unless such Incremental Facility is to receive less than its ratable share of any repayment or prepayment) and (C) if the Administrative Agent reasonably determines that any proposed change to any form of Incremental Term Supplement would be contrary to, or conflict with, the provisions of this Credit Agreement or any other Loan Document, and the Administrative Agent provides written notice of such determination to the Company, then such proposed change shall be revised or removed in a manner reasonably satisfactory to the Administrative Agent), such that such Incremental Term Supplement shall set forth the terms and conditions relating to the Incremental Term Facility, which shall be reasonably acceptable to the Administrative Agent (except to the extent that they are consistent with the following provisos to this clause (b)); provided that, in any event, each Incremental Term Facility shall (i) not have (A) a final maturity date earlier than the later of (x) the “Maturity Date” then applicable to the Initial Facilities and (y) the latest “Maturity Date” then applicable to any then-outstanding Incremental Term Facility, or (B) a weighted average life to maturity shorter than the “Maturity Date” then applicable to the Initial Facilities; (ii) be Guaranteed only by the Guarantors under this Credit Agreement; (iii) rank pari passu in right of both payment and of security with the Initial Facilities and each other Incremental Facility; (iv) except as to pricing and amortization, have terms and documentation that are, when taken as a whole, no more restrictive than the terms applicable to the existing Facilities, unless such terms are reasonably acceptable to the Administrative Agent; (v) be in a minimum principal amount of $50,000,000, and any whole multiple of $5,000,000 in excess thereof; and (vi)(A) in the case of any Incremental Term Facility in substantially the form of Exhibit H-2H-2 , or (B) in the case of any Incremental Term Facility in substantially the form of Exhibit H-3 entered into within 18 months after the Effective Closing Date, not have total yield greater than 0.50% higher than the total yield for the Term Loans then in place unless (x) the Applicable Rate applicable to the Initial Term Facility (and, if applicable, each other then-existing Incremental Term Facility) shall be increased (to the extent such higher yield is in the form of interest rates) and (y) the Company shall pay to the Administrative Agent for the account of each of the Initial Term Lenders (and each other Incremental Term Lender (as applicable)) a fee (to the extent such higher yield is in the form of fees or original issue discount) so as to cause the total yield of the Initial Term Facility and each other then-existing Incremental Term Facility (if applicable) to be no more than 0.50% per annum lower than the total yield in respect of the new Incremental Term Facility. Upon the effective date of the Incremental Term Supplement, each lender thereunder shall become an Incremental Term Lender hereunder and such Incremental Term Supplement shall be deemed part of this Credit Agreement for all purposes thereafter. Each Incremental Term Supplement may, without the consent of any Lender (other than the applicable Incremental Term Lenders thereunder and the Administrative Agent), effect such amendments to this Credit Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.152.15 .

Conditions to Effectiveness of an Incremental Term Facility. As a condition precedent to the establishment of any Incremental Term Facility, the Company, the Administrative Agent and the Incremental Term Lenders thereunder shall enter into a supplement to this Credit Agreement in substantially the form of either Exhibit H-2 or Exhibit H-3 (an “Incremental Term Supplement”), duly completed, and with such provisions (including changes to the provisions set forth therein) as may be agreed to by the Company and the Incremental Term Lenders (provided, that notwithstanding anything to the contrary set forth in this sentence, (A) the prior written consent of the Administrative Agent shall be required for any changes to Section 12 (Conditions Precedent) of any form of Incremental Term Supplement, other than completing the required information in clause (e) (Opinions of Counsel to the Company) thereof, (B) in no event shall any form of Incremental Term Supplement be changed to provide any additional, preferential or non-pro rata repayment or prepayment rights to any of Incremental Term Lenders thereunder (unless such Incremental Facility is to receive less than its ratable share of any repayment or prepayment) thereunder, and (C) if the Administrative Agent reasonably determines that any proposed change to any form of Incremental Term Supplement would be contrary to, or conflict with, the provisions of this Credit Agreement or any other Loan Document, and the Administrative Agent provides written notice of such determination to the Company, then such proposed change shall be revised or removed in a manner reasonably satisfactory to the Administrative Agent), such that such Incremental Term Supplement shall set forth the terms and conditions relating to the Incremental Term Facility, which shall be reasonably acceptable to the Administrative Agent (except to the extent that they are consistent with the following provisos to this clause (b)); provided that, in any event, each Incremental Term Facility shall (i) not have (A) a final maturity date earlier than the later of (x) the “Maturity Date” then applicable to the Initial Facilities and (y) the latest “Maturity Date” then applicable to any then-outstanding Incremental Term Facility, or (B) a weighted average life to maturity shorter than the “Maturity Date” then applicable to the Initial Facilities; (ii) be Guaranteed only by the Guarantors under this Credit Agreement; (iii) rank pari passu in right of both payment and of security with the Initial Facilities and each other Incremental Facility; (iv) except as to pricing and amortization, have terms and documentation that are, when taken as a whole, no more restrictive than the terms applicable to the existing Facilities, unless such terms are reasonably acceptable to the Administrative Agent; (v) be in a minimum principal amount of $50,000,000, and any whole multiple of $5,000,000 in excess thereof; and (vi)(A) in the case of any Incremental Term Facility in substantially the form of Exhibit H-2, or (B) in the case of any Incremental Term Facility in substantially the form of Exhibit H-3 entered into within 18 months after the Effective Date, not have total yield greater than 0.50% higher than the total yield for the Term Loans then in place unless (x) the Applicable Rate applicable to the Initial Term Facility (and, if applicable, each other then-existing Incremental Term Facility) shall be increased (to the extent such higher yield is in the form of interest rates) and (y) the Company shall pay to the Administrative Agent for the account of each of the Initial Term Lenders (and each other Incremental Term Lender (as applicable)) a fee (to the extent such higher yield is in the form of fees or original issue discount) so as to cause the total yield of the Initial Term Facility and each other then-existing Incremental Term Facility (if applicable) to be no more than 0.50% per annum lower than the total yield in respect of the new Incremental Term Facility. Upon the effective date of the Incremental Term Supplement, each lender thereunder shall become an Incremental Term Lender hereunder and such Incremental Term Supplement shall be deemed part of this Credit Agreement for all purposes thereafter. Each Incremental Term Supplement may, without the consent of any Lender (other than the applicable Incremental Term Lenders thereunder and the Administrative Agent), effect such amendments to this Credit Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.15.consistent

Conditions to Effectiveness of an Incremental Term Facility. As a condition precedent to the establishment of any Incremental Term Facility, the Company, the Administrative Agent and the Incremental Term Lenders thereunder shall enter into a supplement to this Credit Agreement in substantially the form of either Exhibit H-2 or Exhibit H-3 (an “Incremental Term Supplement”), duly completed, and with such provisions (including changes to the provisions set forth therein) as may be agreed to by the Company and the Incremental Term Lenders (provided, that notwithstanding anything to the contrary set forth in this sentence, (A) the prior written consent of the Administrative Agent shall be required for any changes to Section 12 (Conditions Precedent) of any form of Incremental Term Supplement, other than completing the required information in clause (e) (Opinions of Counsel to the Company) thereof, (B) in no event shall any form of Incremental Term Supplement be changed to provide any additional, preferential or non-pro rata repayment or prepayment rights to any of Incremental Term Lenders thereunder (unless such Incremental Facility is to receive less than its ratable share of any repayment or prepayment) and (C) if the Administrative Agent reasonably determines that any proposed change to any form of Incremental Term Supplement would be contrary to, or conflict with, the provisions of this Credit Agreement or any other Loan Document, and the Administrative Agent provides written notice of such determination to the Company, then such proposed change shall be revised or removed in a manner reasonably satisfactory to the Administrative Agent), such that such Incremental Term Supplement shall set forth the terms and conditions relating to the Incremental Term Facility, which shall be reasonably acceptable to the Administrative Agent (except to the extent that they are consistent with the following provisos to this clause (b)); provided that, in any event, each Incremental Term Facility shall (i) not have (A) a final maturity date earlier than the later of (x) the “Maturity Date” then applicable to the Initial Facilities and (y) the latest “Maturity Date” then applicable to any then-outstanding Incremental Term Facility, or (B) a weighted average life to maturity shorter than the “Maturity Date” then applicable to the Initial Facilities; (ii) be Guaranteed only by the Guarantors under this Credit Agreement; (iii) rank pari passu in right of both payment and of security with the Initial Facilities and each other Incremental Facility; (iv) except as to pricing and amortization, have terms and documentation that are, when taken as a whole, no more restrictive than the terms applicable to the existing Facilities, unless such terms are reasonably acceptable to the Administrative Agent; (v) be in a minimum principal amount of $50,000,000, and any whole multiple of $5,000,000 in excess thereof; and (vi)(A) in the case of any Incremental Term Facility in substantially the form of Exhibit H-2, or (B) in the case of any Incremental Term Facility in substantially the form of Exhibit H-3 entered into within 18 months after the Effective Date, not have total yield greater than 0.50% higher than the total yield for the Term Loans then in place unless (x) the Applicable Rate applicable to the Initial Term Facility (and, if applicable, each other then-existing Incremental Term Facility) shall be increased (to the extent such higher yield is in the form of interest rates) and (y) the Company shall pay to the Administrative Agent for the account of each of the Initial Term Lenders (and each other Incremental Term Lender (as applicable)) a fee (to the extent such higher yield is in the form of fees or original issue discount) so as to cause the total yield of the Initial Term Facility and each other then-existing Incremental Term Facility (if applicable) to be no more than 0.50% per annum lower than the total yield in respect of the new Incremental Term Facility. Upon the effective date of the Incremental Term Supplement, each lender thereunder shall become an Incremental Term Lender hereunder and such Incremental Term Supplement shall be deemed part of this MSGN – A&R Credit Agreement for all purposes thereafter. Each Incremental Term Supplement may, without the consent of any Lender (other than the applicable Incremental Term Lenders thereunder and the Administrative Agent2019), effect such amendments to this Credit Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.15.