Increase in Revolving Credit Commitments and Incremental Term Loans. The Borrower may, on any Business Day prior to the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments (the “Revolving Credit Increase”) and/or borrow one or more additional term loans (the “Incremental Term Loans”) by delivering an Increase Request substantially in the form attached hereto as Exhibit E or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase or the making of such term loan(s) (the “Increase”) identifying any proposed additional Lender(s), if any, which additional Lender(s) shall, to the extent such consent would be required under Section 13.3, in the case of an additional Lender providing a Revolving Credit Commitment, be reasonably acceptable to the Administrative Agent (or additional Revolving Credit Commitments or Incremental Term Loans, as applicable, for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)) or Incremental Term Loan(s) (or additional amount of its Term Loan Commitment(s)), as applicable; provided, however, that (i) the aggregate amount of all such Increases shall not exceed $100,000,000, (ii) any such Increase shall be in an amount not less than $5,000,000, (iii) no Default shall exist at the time of the effective date of the Increase after giving effect to such Increase as fully-drawn and giving pro forma effect to the use of proceeds thereof, (iv) the Borrower shall be in compliance on a pro forma basis (after giving effect to such Increase as fully-drawn) with all financial covenants in Section 8.23 hereof, calculated using the required covenant compliance levels for the next succeeding determination period, provided that the Total Leverage Ratio shall be no greater than 0.25x less than the then required Total Leverage Ratio under Section 8.23(a), and (v) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects on the effective date of such Increase. The effective date (the “Increase Date”) of the Increase shall be agreed upon by the Borrower and the Lender(s) providing such increase). With respect to an Increase in the Revolving Credit Commitments as described above, on the Increase Date, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to such advance(s) or loan(s) and the prepayment of Loans by any Lender(s) whose commitment is not increased, each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Facility on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date (to the extent necessary to allocate such outstanding Eurodollar Loans in accordance with the Percentage of each Lender after giving effect to the related Increase) and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 4.5 hereof. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent relating to any Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment or make Incremental Term Loans and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment or make Incremental Term Loans. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Loans, the Delayed Draw Term Loans and the Term A Loans, and (b) Incremental Term Loans shall have (i) a final maturity date no earlier than that of the Delayed Draw Term Loans and the Term A Loans and (ii) a weighted average life not less than the then remaining weighted average life to maturity of the Delayed Draw Term Loans and the Term A Loans, provided that, except as set forth above, the terms and conditions applicable to Incremental Term Loans (including interest rates and amortization applicable thereto) shall be determined by the Borrower, the Administrative Agent and the Lenders providing such Incremental Term Loans. Commitments in respect of Incremental Term Loans and increases in Revolving Credit Commitment shall become Commitments (or in the case of an increase in the Revolving Credit Commitment to be provided by an existing Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each additional Lender, if any, and the Administrative Agent. The Incremental 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 and the Borrower, to effect the provisions of this Section 2.15.
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Samples: Credit Agreement (Willdan Group, Inc.), Credit Agreement (Willdan Group, Inc.)
Increase in Revolving Credit Commitments and Incremental Term Loans. The Borrower Borrowers may, on any Business Day prior to the Revolving Credit Termination Date, with the written consent of the Administrative Agent (but without the consent of any Lender), which consent shall not be unreasonably withheld or delayed, increase the aggregate amount of the Revolving Credit Commitments (the “Revolving Credit Increase”) and/or borrow one or more additional term loans (the “Incremental Term Loans”) by delivering an Increase Request substantially in the form attached hereto as Exhibit E H or in such other form reasonably acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase or the making of such term loan(s) (the each, an “Increase”) identifying any proposed an additional Lender(s), if any, which additional Lender(s) Lenders shall, to the extent such consent would be required under Section 13.3, in the case of an additional Lender providing a Revolving Credit Commitment, be reasonably acceptable to the Administrative Agent Agent, the L/C Issuer and Swing Line Lender (or additional Revolving Credit Commitments or Incremental Term Loans, as applicable, for to be provided by existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)) or Incremental Term Loan(s) Loans commitment (or additional amount of its Incremental Term Loan Commitment(sLoans commitment(s)), as applicable; provided, however, that (i) (A) the aggregate amount of all such Increases incurred after the Third Amendment Effective Date (whether in the form of increases to the Revolving Credit Commitments or Incremental Term Loans) shall in no event exceed the sum of (a) $50,000,000 and (b) up to an additional $50,000,000,(a) $100,000,000 plus (b) other amounts so long as in the case of this clause (b), after giving effect to such Increase, the Senior SecuredFirst Lien Funded Debt to EBITDA Ratio, calculated on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters prior to such Increase for which financial statements are required to be delivered pursuant to Section 8.5, would not exceed 4.25 to 1.0, without the written consent of the Required Lenders(x) in the case of any such Increase incurred prior to January 1, 2015, 5.50 to 1.0, (y) in the case of any such Increase incurred on or after January 1, 2015 but prior to January 1, 2016, 5.00 to 1.0 and (z) in the case of any such Increase incurred on or after January 1, 2016, 4.50 to 1.0 (provided that for the purposes of each such calculation, (1) any newly incurred Revolving Credit Commitments shall be deemed to be fully drawn and (2) the cash proceeds of any such Increase shall be excluded from the determination of Available Cash) and (B) the aggregate amount of all such Increases incurred on the Third Amendment Effective Date shall not exceed $100,000,00035,000,000 in respect of increases to the Revolving Credit Commitments and $27,000,000 in respect of increases to the Incremental Term Loans, (ii) any such Increase shall be in an amount not less than $5,000,000, 5,000,000 (iii) no Default or Event of Default shall exist at the time of such request or as of the effective date of the Increase after giving effect to the Revolving Loans or Incremental Term Loans made pursuant to such Increase as fully-drawn (or, in the case of any Increase incurred in connection with a Permitted Acquisition, no Default or Event of Default shall exist at the time of such request and giving pro forma effect no Event of Default pursuant to the use of proceeds thereofSections 9.1(a), (ivj) or (k) shall exist as of the Borrower shall be in compliance on a pro forma basis (effective date of the Increase after giving effect to the Revolving Loans or Incremental Term Loans made pursuant to such Increase as fully-drawnIncrease) with all financial covenants in Section 8.23 hereof, calculated using the required covenant compliance levels for the next succeeding determination period, provided that the Total Leverage Ratio shall be no greater than 0.25x less than the then required Total Leverage Ratio under Section 8.23(a), and (viv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects at the time of such request and on the effective date of such Increase (or, in the case of any Increase incurred in connection with a Permitted Acquisition, all representations and warranties contained in Section 6 hereof shall be true and correct in all material respect at the time of such request and certain “specified representations and warranties” to be agreed between the applicable Borrower and the Incremental Lender providing such increase, shall be true and correct in all material respect on the effective date of such Increase). The effective date (the “Increase Date”) of the Increase shall be agreed upon by the Borrower Borrowers and the Lender(s) providing Administrative Agent (such increaseagreement not to be unreasonably withheld or delayed). With respect to an Increase in the Revolving Credit Commitments as described above, on On the Increase Date, the new additional Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans and/or make Incremental Term Loans, as applicable, in an amount sufficient such that after giving effect to such advance(s) or loan(s) and the prepayment of Loans by any Lender(s) whose commitment is not increased, each Lender shall have outstanding its Revolver Percentage of Revolving Loans or Term Loan Percentage of Incremental Term Loans, as applicable. It shall be a condition to such effectiveness that if any Eurodollar Eurocurrency Loans are outstanding under the Revolving Facility Credit on the date of such effectiveness, such Eurodollar Eurocurrency Loans shall be deemed to be prepaid on such date (to the extent necessary to allocate such outstanding Eurodollar Eurocurrency Loans in accordance with the Percentage of each Lender after giving effect to the related Increase) and the Borrower Borrowers shall pay any amounts owing to the Lenders pursuant to Section 4.5 1.12 hereof. The Borrower agrees Borrowers agree to pay all reasonable costs and expenses of the Administrative Agent relating to any Increase. Notwithstanding anything herein to the contrary, the Borrowers shall first request (a) additional Revolving Credit Commitments from existing Revolving Credit Lenders and (b) Incremental Term Commitments from existing Term Lenders, in each case prior to making such requests of additional lenders, but no Lender shall have any obligation to increase its Revolving Credit Commitment or make Incremental Term Loans and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment or make Incremental Term Loans. For the avoidance of doubt, all Revolving Loans made pursuant to an Increase, and the Revolving Credit Commitments in connection therewith, shall be made on and subject to the terms and conditions applicable to all other Revolving Loans and Revolving Credit Commitments hereunder. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Loans, the Delayed Draw Term Loans and the Term A Loans, and (b) Incremental Term Loans shall have (i) an amortization schedule identical to or less than, on a final maturity date no earlier than that of the Delayed Draw Term Loans and the Term A Loans and (ii) a weighted average life not less than percentage basis, the then remaining weighted average life to maturity of amortization schedule for the Delayed Draw then outstanding Term Loans, (c) all Incremental Term Loans and shall mature on or after the Term A LoansLoan Maturity Date, and (d) shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that, except with respect to the interest rates and margins applicable thereto and as expressly set forth above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans (including interest rates and amortization applicable thereto) provided that such terms shall be determined by no more restrictive than those applicable to the BorrowerTerm Loans). In the event that the All-in Yield with respect to theany Incremental Term Loans incurred on or prior to the eighteen month anniversary of the Third Amendment Effective Date is greater than the All-in Yield with respect to the existing Term Loans or any existing Incremental Term Loans (collectively, the Administrative Agent and “Existing Facilities”) by more than one half of one percent (0.50%), then the Lenders providing such All-in Yield with respect to the Existing Facilities shall be increased (without any further action required to be taken by any party) by an amount so that the All-in Yield with respect to the Existing Facilities shall be equal to the All-in Yield with respect to the Incremental Term Loans, minus 0.50%. Commitments in respect of Incremental Term Loans and increases in Revolving Credit Commitment shall become Commitments (or in the case of an increase in the Revolving Credit Commitment to be provided by an existing Lender, an and increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowerBorrowers, each Lender agreeing to provide such Commitment, if any, each additional Lender, if any, and the Administrative Agent. The Notwithstanding Section 13.14, the Incremental 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 and the Borrower, to effect the provisions of this Section 2.151.16.
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Increase in Revolving Credit Commitments and Incremental Term Loans. The Borrower Borrowers may, on any Business Day prior to the Revolving Credit Termination Date, with the written consent of the Administrative Agent (but without the consent of any Lender), which consent shall not be unreasonably withheld or delayed, increase the aggregate amount of the Revolving Credit Commitments (the “Revolving Credit Increase”) and/or borrow one or more additional term loans (the “Incremental Term Loans”) by delivering an Increase Request substantially in the form attached hereto as Exhibit E H or in such other form reasonably acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase or the making of such term loan(s) (the each, an “Increase”) identifying any proposed an additional Lender(s), if any, which additional Lender(s) Lenders shall, to the extent such consent would be required under Section 13.3, in the case of an additional Lender providing a Revolving Credit Commitment, be reasonably acceptable to the Administrative Agent (or additional Revolving Credit Commitments or Incremental Term Loans, as applicable, for to be provided by existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)) or Incremental Term Loan(s) Loans commitment (or additional amount of its Incremental Term Loan Commitment(sLoans commitment(s)), as applicable; provided, however, that (i) the aggregate amount of (x) all such Increases to the Revolving Credit Commitments shall not in no event exceed $100,000,00020,000,000, and (y) all such Increases (whether in the form of increases to the Revolving Credit Commitments or Incremental Term Loans) shall in no event exceed $50,000,000, in each case, without the written consent of the Required Lenders, (ii) any such Increase shall be in an amount not less than $5,000,000, (iii) no Default or Event of Default shall exist at the time of such request or as of the effective date of the Increase after giving effect to the Revolving Loans or Incremental Term Loans made pursuant to such Increase as fully-drawn and giving pro forma effect to the use of proceeds thereofIncrease, (iv) the Borrower Borrowers shall be in compliance compliance, on a pro forma basis Pro Forma Basis, with Section 8.23 hereof as of such date and as of the most recent determination date set forth in Section 8.23 hereof (provided, however, that the Total Funded Debt to EBITDA Ratio calculated on a Pro Forma Basis shall not exceed the lesser of (x) 4.25 to 1.0 and (y) the then prevailing Total Funded Debt to EBITDA Ratio compliance level set forth in Section 8.23(a) hereof) in each case (A) after giving effect to such Increase as fully-drawnIncrease, and (B) with all financial covenants giving effect to any Permitted Acquisition, Disposition or prepayment of Indebtedness effected in Section 8.23 hereof, calculated using the required covenant compliance levels for the next succeeding determination period, provided that the Total Leverage Ratio shall be no greater than 0.25x less than the then required Total Leverage Ratio under Section 8.23(a)connection therewith, and (v) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects at the time of such request and on the effective date of such Increase. The effective date (the “Increase Date”) of the Increase shall be agreed upon by the Borrower Borrowers and the Lender(s) providing Administrative Agent (such increaseagreement not to be unreasonably withheld or delayed). With respect to an Increase in the Revolving Credit Commitments as described above, on On the Increase Date, the new additional Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans and/or make Incremental Term Loans, as applicable, in an amount sufficient such that after giving effect to such advance(s) or loan(s) and the prepayment of Loans by any Lender(s) whose commitment is not increased, each Lender shall have outstanding its Revolver Percentage of Revolving Loans or Term Loan Percentage of Incremental Term Loans, as applicable. It shall be a condition to such effectiveness that if any Eurodollar Eurocurrency Loans are outstanding under the Revolving Facility Credit on the date of such effectiveness, such Eurodollar Eurocurrency Loans shall be deemed to be prepaid on such date (to the extent necessary to allocate such outstanding Eurodollar Eurocurrency Loans in accordance with the Percentage of each Lender after giving effect to the related Increase) and the Borrower Borrowers shall pay any amounts owing to the Lenders pursuant to Section 4.5 1.12 hereof. The Borrower agrees Borrowers agree to pay all reasonable costs and expenses of the Administrative Agent relating to any Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment or make Incremental Term Loans and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment or make Incremental Term Loans. For the avoidance of doubt, all Revolving Loans made pursuant to an Increase, and the Revolving Credit Commitments in connection therewith, shall be made on and subject to the terms and conditions applicable to all other Revolving Loans and Revolving Credit Commitments hereunder. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Loans, the Delayed Draw Term Loans and the Term A Loans, and (b) Incremental Term Loans shall have (i) an amortization schedule identical to or less than, on a final maturity date no earlier than that of the Delayed Draw Term Loans and the Term A Loans and (ii) a weighted average life not less than percentage basis, the then remaining weighted average life to maturity of amortization schedule for the Delayed Draw then outstanding Term Loans, (c) all Incremental Term Loans and shall mature on or after the Term A LoansLoan Maturity Date, and (d) shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that, except with respect to the interest rates and margins applicable thereto and as expressly set forth above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans (including interest rates and amortization applicable thereto) provided that such terms shall be determined by no more restrictive than those applicable to the BorrowerTerm Loans). In the event that the All-in Yield with respect to the Incremental Term Loans is greater than the All-in Yield with respect to the existing Term Loans or any existing Incremental Term Loans (collectively, the Administrative Agent and “Existing Facilities”) by more than one quarter of one percent (0.25%), then the Lenders providing such All-in Yield with respect to the Existing Facilities shall be increased (without any further action required to be taken by any party) by an amount so that the All-in Yield with respect to the Existing Facilities shall be equal to the All-in Yield with respect to the Incremental Term Loans, minus 0.25%. Commitments in respect of Incremental Term Loans and increases in Revolving Credit Commitment shall become Commitments (or in the case of an increase in the Revolving Credit Commitment to be provided by an existing Lender, an and increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowerBorrowers, each Lender agreeing to provide such Commitment, if any, each additional Lender, if any, and the Administrative Agent. The Notwithstanding Section 13.14, the Incremental 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 and the Borrower, to effect the provisions of this Section 2.151.16.
Appears in 1 contract
Increase in Revolving Credit Commitments and Incremental Term Loans. The Borrower may, on any Business Day prior to the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments (the “Revolving Credit Increase”) and/or borrow one or more additional term loans (the “Incremental Term Loans”) by delivering an Increase Request substantially in the form attached hereto as Exhibit E or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase or the making of such term loan(s) (the “Increase”) identifying any proposed additional Lender(s), if any, which additional Lender(s) shall, to the extent such consent would be required under Section 13.3, in the case of an additional Lender providing a Revolving Credit Commitment, be reasonably acceptable to the Administrative Agent (or additional Revolving Credit Commitments or Incremental Term Loans, as applicable, for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)) or Incremental Term Loan(s) (or additional amount of its Term Loan Commitment(s)), as applicable; provided, however, that (i) the aggregate amount of all such Increases shall not exceed $100,000,00030,000,000, (ii) any such Increase shall be in an amount not less than $5,000,000, (iii) no Default shall exist at the time of the effective date of the Increase after giving effect to such Increase as fully-drawn and giving pro forma effect to the use of proceeds thereof, (iv) the Borrower shall be in compliance on a pro forma basis (after giving effect to such Increase as fully-drawn) with all financial covenants in Section 8.23 hereof, calculated using the required covenant compliance levels for the next succeeding determination period, provided that the Total Leverage Ratio shall be no greater than 0.25x less than the then required Total Leverage Ratio under Section 8.23(a), and (v) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects on the effective date of such Increase. The effective date (the “Increase Date”) of the Increase shall be agreed upon by the Borrower and the Lender(s) providing such increase). With respect to an Increase in the Revolving Credit Commitments as described above, on the Increase Date, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to such advance(s) or loan(s) and the prepayment of Loans by any Lender(s) whose commitment is not increased, each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Facility on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date (to the extent necessary to allocate such outstanding Eurodollar Loans in accordance with the Percentage of each Lender after giving effect to the related Increase) and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 4.5 hereof. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent relating to any Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment or make Incremental Term Loans and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment or make Incremental Term Loans. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Loans, Loans and the Delayed Draw Term Loans and the Term A Loans, and (b) Incremental Term Loans shall have (i) a final maturity date no earlier than that of the Delayed Draw Term Loans and the Term A Loans and (ii) a weighted average life not less than the then remaining weighted average life to maturity of the Delayed Draw Term Loans and the Term A Loans, provided that, except as set forth above, the terms and conditions applicable to Incremental Term Loans (including interest rates and amortization applicable thereto) shall be determined by the Borrower, the Administrative Agent and the Lenders providing such Incremental Term Loans. Commitments in respect of Incremental Term Loans and increases in Revolving Credit Commitment shall become Commitments (or in the case of an increase in the Revolving Credit Commitment to be provided by an existing Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each additional Lender, if any, and the Administrative Agent. The Incremental 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 and the Borrower, to effect the provisions of this Section 2.15.
Appears in 1 contract
Increase in Revolving Credit Commitments and Incremental Term Loans. The Borrower Borrowers may, on any Business Day prior to the Revolving Credit Termination Date, with the written consent of the Administrative Agent (but without the consent of any Lender), which consent shall not be unreasonably withheld or delayed, increase the aggregate amount of the Revolving Credit Commitments (the “Revolving Credit Increase”) and/or borrow one or more additional term loans (the “Incremental Term Loans”) by delivering an Increase Request substantially in the form attached hereto as Exhibit E H or in such other form reasonably acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase or the making of such term loan(s) (the each, an “Increase”) identifying any proposed an additional Lender(s), if any, which additional Lender(s) Lenders shall, to the extent such consent would be required under Section 13.3, in the case of an additional Lender providing a Revolving Credit Commitment, be reasonably acceptable to the Administrative Agent Agent, the L/C Issuer and Swing Line Lender (or additional Revolving Credit Commitments or Incremental Term Loans, as applicable, for to be provided by existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)) or Incremental Term Loan(s) Loans commitment (or additional amount of its Incremental Term Loan Commitment(sLoans commitment(s)), as applicable; provided, however, that (i) the aggregate amount of all such Increases (whether in the form of increases to the Revolving Credit Commitments or Incremental Term Loans) shall in no event exceed the sum of (a) $50,000,000 and (b) up to an additional $50,000,000, so long as in the case of this clause (b), after giving effect to such Increase, the Senior Secured Funded Debt to EBITDA Ratio, calculated on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters prior to such Increase for which financial statements are required to be delivered pursuant to Section 8.5, would not exceed $100,000,0004.25 to 1.0, without the written consent of the Required Lenders, (ii) any such Increase shall be in an amount not less than $5,000,000, 5,000,000 (iii) no Default or Event of Default shall exist at the time of such request or as of the effective date of the Increase after giving effect to such Increase as fully-drawn and giving pro forma effect to the use of proceeds thereof, (iv) the Borrower shall be in compliance on a pro forma basis (after giving effect Revolving Loans or Incremental Term Loans made pursuant to such Increase as fully-drawn) with all financial covenants in Section 8.23 hereof, calculated using the required covenant compliance levels for the next succeeding determination period, provided that the Total Leverage Ratio shall be no greater than 0.25x less than the then required Total Leverage Ratio under Section 8.23(a), and (viv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects at the time of such request and on the effective date of such Increase. The effective date (the “Increase Date”) of the Increase shall be agreed upon by the Borrower Borrowers and the Lender(s) providing Administrative Agent (such increaseagreement not to be unreasonably withheld or delayed). With respect to an Increase in the Revolving Credit Commitments as described above, on On the Increase Date, the new additional Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans and/or make Incremental Term Loans, as applicable, in an amount sufficient such that after giving effect to such advance(s) or loan(s) and the prepayment of Loans by any Lender(s) whose commitment is not increased, each Lender shall have outstanding its Revolver Percentage of Revolving Loans or Term Loan Percentage of Incremental Term Loans, as applicable. It shall be a condition to such effectiveness that if any Eurodollar Eurocurrency Loans are outstanding under the Revolving Facility Credit on the date of such effectiveness, such Eurodollar Eurocurrency Loans shall be deemed to be prepaid on such date (to the extent necessary to allocate such outstanding Eurodollar Eurocurrency Loans in accordance with the Percentage of each Lender after giving effect to the related Increase) and the Borrower Borrowers shall pay any amounts owing to the Lenders pursuant to Section 4.5 1.12 hereof. The Borrower agrees Borrowers agree to pay all reasonable costs and expenses of the Administrative Agent relating to any Increase. Notwithstanding anything herein to the contrary, the Borrowers shall first request (a) additional Revolving Credit Commitments from existing Revolving Credit Lenders and (b) Incremental Term Commitments from existing Term Lenders, in each case prior to making such requests of additional lenders, but no Lender shall have any obligation to increase its Revolving Credit Commitment or make Incremental Term Loans and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment or make Incremental Term Loans. For the avoidance of doubt, all Revolving Loans made pursuant to an Increase, and the Revolving Credit Commitments in connection therewith, shall be made on and subject to the terms and conditions applicable to all other Revolving Loans and Revolving Credit Commitments hereunder. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Loans, the Delayed Draw Term Loans and the Term A Loans, and (b) Incremental Term Loans shall have (i) an amortization schedule identical to or less than, on a final maturity date no earlier than that of the Delayed Draw Term Loans and the Term A Loans and (ii) a weighted average life not less than percentage basis, the then remaining weighted average life to maturity of amortization schedule for the Delayed Draw then outstanding Term Loans, (c) all Incremental Term Loans and shall mature on or after the Term A LoansLoan Maturity Date, and (d) shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that, except with respect to the interest rates and margins applicable thereto and as expressly set forth above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans (including interest rates and amortization applicable thereto) provided that such terms shall be determined by no more restrictive than those applicable to the BorrowerTerm Loans). In the event that the All-in Yield with respect to the Incremental Term Loans is greater than the All-in Yield with respect to the existing Term Loans or any existing Incremental Term Loans (collectively, the Administrative Agent and “Existing Facilities”) by more than one half of one percent (0.50%), then the Lenders providing such All-in Yield with respect to the Existing Facilities shall be increased (without any further action required to be taken by any party) by an amount so that the All-in Yield with respect to the Existing Facilities shall be equal to the All-in Yield with respect to the Incremental Term Loans, minus 0.50%. Commitments in respect of Incremental Term Loans and increases in Revolving Credit Commitment shall become Commitments (or in the case of an increase in the Revolving Credit Commitment to be provided by an existing Lender, an and increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowerBorrowers, each Lender agreeing to provide such Commitment, if any, each additional Lender, if any, and the Administrative Agent. The Notwithstanding Section 13.14, the Incremental 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 and the Borrower, to effect the provisions of this Section 2.151.16.
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Increase in Revolving Credit Commitments and Incremental Term Loans. The Borrower may, on any Business Day prior to the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments (the “Revolving Credit Increase”) and/or borrow one or more additional term loans (the “Incremental Term Loans”) by delivering an Increase Request substantially in the form attached hereto as Exhibit E or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase or the making of such term loan(s) (the “Increase”) identifying any proposed additional Lender(s), if any, which additional Lender(s) shall, to the extent such consent would be required under Section 13.3, in the case of an additional Lender providing a Revolving Credit Commitment, be reasonably acceptable to the Administrative Agent (or additional Revolving Credit Commitments or Incremental Term Loans, as applicable, for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)) or Incremental Term Loan(s) (or additional amount of its Term Loan Commitment(s)), as applicable; provided, however, that (i) the aggregate amount of all such Increases shall not exceed $100,000,00075,000,000, (ii) any such Increase shall be in an amount not less than $5,000,000, (iii) no Default shall exist at the time of the effective date of the Increase after giving effect to such Increase as fully-drawn and giving pro forma effect to the use of proceeds thereof, (iv) the Borrower shall be in compliance on a pro forma basis (after giving effect to such Increase as fully-drawn) with all financial covenants in Section 8.23 hereof, calculated using the required covenant compliance levels for the next succeeding determination period, provided that the Total Net Leverage Ratio shall be no greater than 0.25x less than 2.75 to 1.00 on a pro forma basis (after giving effect to such Increase and the then required Total Leverage Ratio under Section 8.23(aapplication of proceeds thereof, but without netting such proceeds from such ratio and, in the case of any Incremental Term Loan with a delayed draw feature, assuming such Incremental Term Loan has been fully drawn), and (v) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects on the effective date of such Increase. The effective date (the “Increase Date”) of the Increase shall be agreed upon by the Borrower and the Lender(s) providing such increase). With respect to an Increase in the Revolving Credit Commitments as described above, on the Increase Date, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to such advance(s) or loan(s) and the prepayment of Loans by any Lender(s) whose commitment is not increased, each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar SOFR Loans are outstanding under the Revolving Facility on the date of such effectiveness, such Eurodollar SOFR Loans shall be deemed to be prepaid on such date (to the extent necessary to allocate such outstanding Eurodollar SOFR Loans in accordance with the Percentage of each Lender after giving effect to the related Increase) and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 4.5 hereof. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent relating to any Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment or make Incremental Term Loans and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment or make Incremental Term Loans. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Loans, the Delayed Draw Term Loans and the Term A Loans, and (b) Incremental Term Loans shall have the all-in yield (i) including the Applicable Margin, the Floor, and fees (based on the lesser of a final maturity date no earlier than that of the Delayed Draw Term Loans and the Term A Loans and (ii) a weighted average life not less than the then remaining weighted four-year average life to maturity of or the Delayed Draw remaining life to maturity), but excluding reasonable and customary arrangement, structuring and underwriting fees) applicable to any Incremental Term Loan will not be more than 0.50% per annum higher than the corresponding all-in yield (determined on the same basis) applicable to any then existing Term Loans or Revolving Facility (each an “Existing Facility”), unless the Applicable Margin with respect to each applicable Existing Facility is increased by an amount equal to the difference between the all-in yield with respect to such Incremental Term Loan and the Term A Loansall-in yield on such Existing Facility as applicable, minus, 0.50% per annum; provided that, it being agreed that to the extent the all-in yield with respect to such Incremental Term Loan is greater than such all-in yield with respect to any Existing Facility solely as a result of a higher interest rate floor, then the Applicable Margin increase shall be effectuated solely by increasing the Floor on any applicable Existing Facility, and (c) except as set forth above, the terms and conditions applicable to Incremental Term Loans (including interest rates rates, the maturity dates and amortization applicable thereto) shall be determined by consistent with the Borrower, the Administrative Agent and the Lenders providing such Incremental existing Term Loans. Commitments in respect of Incremental Term Loans and increases in Revolving Credit Commitment shall become Commitments (or in the case of an increase in the Revolving Credit Commitment to be provided by an existing Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each additional Lender, if any, and the Administrative Agent. The Incremental 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 and the Borrower, to effect the provisions of this Section 2.15.
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