Incremental Facility. (a) The Borrowers’ Agent and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Revolving Commitments, as applicable, by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase, and (ii) the applicable Increased Facility Closing Date; provided, that (a) at the time of each such request and upon the effectiveness of each increase in Revolving Commitments no Default or Event of Default has occurred and is continuing or shall result therefrom; (b) on a Pro Forma Basis after giving effect to the incurrence of any increased Revolving Commitments, (after giving effect to (x) the borrowing of any Revolving Loans on such day under such increased Revolving Commitments, (y) other permitted pro forma adjustment events and (z) any permanent repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with borrowing), the MLP is in compliance with the financial covenants in Section 7.1; and (c) on and as of the time of each such request and upon the effectiveness of each increase in Revolving Commitments each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (except to the extent (i) any such representations and warranties relate, by their terms, to a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such specific date and (ii) any such representations and warranties are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects). Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed $50,000,000 and (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
Incremental Facility. (a) So long as no Event of Default under subsection 8(a) or 8(f) exists or would arise therefrom, the Borrower shall have the right, at any time and from time to time after the Restatement Effective Date, (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”), (ii) to increase any then-existing Tranche of Term Loans by requesting new term loan commitments to be added to such existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement, which new revolving facilities may include one or more subfacilities for letters of credit or swing line loans (the “Incremental Revolving Commitments”), and (iv) to increase any then existing Tranche of revolving commitments by requesting new revolving loan commitments be added to such existing Tranche of revolving commitments (the “Supplemental Revolving Commitments,” and together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and Incremental Revolving Commitments, the “Incremental Commitments”), provided that, (i) the aggregate amount of Incremental Commitments permitted pursuant to this subsection 2.5 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the application of proceeds of any such Indebtedness, including to refinance other Indebtedness), an amount that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i)(II) or the definition of “Maximum Incremental Facilities Amount” and (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause. Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche.
Incremental Facility. Except as otherwise specifically set forth herein, all of the other terms and conditions applicable to such Incremental Facility shall be identical to the terms and conditions applicable to the Revolving Facility.
Incremental Facility. If an Incremental Facility is requested, all conditions set forth in Section 2.22 shall have been satisfied. Each request for an Extension of Credit and each acceptance by the Borrowers of any such Extension of Credit shall be deemed to constitute representations and warranties by the Credit Parties as of the date of such Extension of Credit that the conditions set forth above in paragraphs (a) through (g), as applicable, have been satisfied.
Incremental Facility. At any time prior to the Tranche B --------------------- Maturity Date, the Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request the addition of a new tranche of Term Loans and/or Revolving Loans (all such Loans, collectively, the "Incremental Loans") provided, however, that both at the time of any such ----------------- -------- ------- request and after giving effect to any such Incremental Loans (i) no Default shall exist and (ii) the Borrower shall be in pro forma compliance with Sections 6.13, 6.14, 6.15, 6.16, 6.17 and 6.18, to the extent then applicable. The Incremental Loans (i) shall be in an aggregate principal amount of at least $100,000,000 and not in excess of $700,000,000, (ii) shall rank pari passu in ---- ----- right of payment and of security (including under the Subsidiary Guarantee Agreement) with the Revolving Loans and the Term Loans, (iii) shall mature no sooner than, and have a longer average weighted life than, the Tranche B Term Loans, (iv) will not amortize (other than nominal amortization customary in the institutional loan market) and will not mature earlier than eight years from the date hereof, (v) shall not be available unless the Tranche A Commitments and Tranche B Commitments have been fully utilized and (vi) shall otherwise be treated no more favorably than the Term Loans, in the case of term Incremental Loans, or Revolving Loans, in the case of revolving Incremental Loans (in each case, including with respect to mandatory and voluntary prepayments); provided -------- that (i) an amount not in excess of $100,000,000 in principal amount of the Incremental Loans may mature on the Tranche A Maturity Date (and amortize on a pro rata basis with the then remaining Tranche A Loans prior to such date), (ii) an amount equal to not more than the excess of $100,000,000 over the amount of Incremental Loans, if any, maturing as set forth in clause (i) may mature on the Tranche B Maturity Date (and amortize on a pro rata basis with the then remaining Tranche B Loans prior to such date), and (iii) the terms and conditions
Incremental Facility. (a) At any time during the Revolving Commitment Period, the Borrowers may request (but subject to the conditions set forth in clause (b) below) that the Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrowers may not request an Increase on more than two occasions during the term of this Agreement. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement.
Incremental Facility. (a) So long as no Specified Default exists or would arise therefrom, the Borrowers shall have the right, at any time and from time to time after the Closing Date, to request (i) an increase of the aggregate amount of the then outstanding Commitments (the “Incremental Revolving Commitments”), (ii) commitments under a new revolving facility in favor of the Borrowers or any of their Restricted Subsidiaries, consisting of either (A) a FILO Tranche to be included in this Agreement or (B) revolving commitments extended to a Subsidiary that is not a Domestic Subsidiary or a Canadian Subsidiary (the “New Revolving Commitments”) or (iii) one or more term loans (the “Incremental ABL Term Loans” and together with the Incremental Revolving Commitments and the New Revolving Commitments, collectively, the “Incremental Facilities” and each, an “Incremental Facility”). Any request under this subsection 2.6 shall specify (x) in the case of a request for Incremental Revolving Commitments, whether the Tranche A Canadian Facility Commitments, the Tranche A-1 Canadian Facility Commitments, the Tranche A U.S. Facility Commitments or the Tranche A-1 U.S. Facility Commitments (or a combination of the above) are requested to be increased, (y) in the case of a request for New Revolving Commitments, the identity of the borrower thereunder, and whether such New Revolving Commitments will consist of a FILO Tranche or revolving commitments extended to a Subsidiary that is not a Domestic Subsidiary or a Canadian Subsidiary and (z) in the case of a request for Incremental ABL Term Loans, whether such loans will count as Aggregate Tranche A Canadian Borrower Credit Extensions, Aggregate Tranche A-1 Canadian Borrower Credit Extensions, Aggregate Tranche A U.S. Borrower Credit Extensions or Aggregate Tranche A-1 U.S. Borrower Credit Extensions (or a combination of the above). Notwithstanding anything to the contrary herein, after giving effect to any new Incremental Facility, the aggregate principal amount of any Incremental ABL Term Loans, New Revolving Commitments or Incremental Revolving Commitments shall not exceed the Available Incremental Amount at such time, and the aggregate principal amount of the Facilities plus (without duplication) the aggregate outstanding amount of all Incremental Facilities shall not exceed $1,800,000,000 at such time. The Parent Borrower may seek to obtain Incremental Revolving Commitments, New Revolving Commitments or Incremental ABL Term Loans from existin...
Incremental Facility. (a) The Company may from time to time amend this Agreement in order to provide to the Company additional revolving loan facilities (each, an “Incremental Revolving Loan Facility”) and additional term loan facilities (each, an “Incremental Term Loan Facility”), provided that (i) the aggregate principal amount of the Incremental Facilities shall not exceed $750,000,000 and (ii) each Incremental Facility shall be in a minimum aggregate principal amount of $25,000,000. Each Incremental Facility will be secured and guaranteed with the other Facilities on a pari passu basis. Each Incremental Facility must have an average life which is longer than the then remaining average life of the original comparable Facility taken as a whole and a final maturity no earlier than the comparable Facility. Incremental Facilities will be entitled to prepayments and voting rights on the same basis as comparable Facilities unless the applicable Incremental Facility Activation Notice specifies a lesser treatment. An Incremental Facility may be made available under this Agreement only if, after giving effect thereto and the use of proceeds thereof (x) no Default or Event of Default exists and (y) the Consolidated Total Net Leverage Ratio for the most recently ended fiscal quarter (calculated on a pro forma basis, as reasonably determined by the Company after consultation with the Administrative Agent, to give effect to the Loans to be made pursuant to such Incremental Facility and the Permitted Acquisition and other permitted uses made with the proceeds thereof) shall be equal to or less than the then applicable Consolidated Total Net Leverage Ratio Level, provided that the requirement under clause (y) shall not apply if the proceeds of the Incremental Facility are used to repay all or a portion of the Existing Convertible Subordinated Notes. Proceeds of Incremental Facilities may be used only for the purposes specified in subsections 4.3 and 7.3.
Incremental Facility. (a) At any time from and after the Closing Date through the Revolving Maturity Date, at the option of the Borrower (but subject to the conditions set forth in clause (b) below), the Revolver Commitments may be increased by an amount in the aggregate for all such increases of the Revolver Commitments not to exceed $10,000,000 (each such increase, an “Increase”). The Administrative Agent shall invite each Revolving Lender to increase its Revolver Commitments (it being understood that no Revolving Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase in an amount that is equal to the product of (x) the proposed Increase multiplied by (x) such Revolving Lenders Revolver Commitment divided by the sum of all Revolver Commitments immediately prior to the date of such proposed Increase, and if sufficient Revolving Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then the Administrative Agent or the Borrower may invite any prospective lender who is reasonably satisfactory to the Borrower and is an Eligible Assignee to become a Revolving Lender in connection with a proposed Increase. Any Increase shall be in an amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event shall the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.22 on more than two (2) occasions in the aggregate for all such Increases.
Incremental Facility. If an Incremental Facility is requested, all conditions set forth in Section 2.2 shall have been satisfied.
