Common use of Request for an Incremental Term Facility Clause in Contracts

Request for an Incremental Term Facility. At the request of the Company to the Administrative Agent, and without the consent of any Lender, on one or more occasions, an increase in the aggregate principal amount of any existing Term Facility or a separate tranche of term loan commitments and term loans may be established under this Credit Agreement; provided that at the time of such request, upon the effectiveness of any Incremental Term Supplement referred to below, and at the time any Incremental Term Loan is made (and after giving full pro forma effect to the incurrence thereof and the application of proceeds thereof), the aggregate principal amount of all Incremental Facilities shall not exceed the sum of (x) the greater of (A) $300,000,000 and (B) 100% of Adjusted Operating Income for the most recently completed four fiscal quarter period for which financial statements were required to have been delivered pursuant to Section 7.01, plus (y) an aggregate additional amount of Indebtedness such that, after giving pro forma effect to such incurrence or issuance, the Company shall have a Total Leverage Ratio of no greater than 5.00:1.00; provided, further, that at the time of such request, upon the effectiveness of any Incremental Term Supplement referred to below, and at the time any Incremental Term Loan is made (and after giving full pro forma effect to the incurrence thereof and the application of proceeds thereof), (i) no Default or Event of Default shall then exist, and (ii) the Company shall be in pro forma compliance with the Financial Covenants (and compliance with the preceding clauses (y) and (ii) shall be determined (A) assuming that the full amounts of all Revolving Credit Facilities (including all then-existing Incremental Revolving Credit Facilities) have all been drawn, (B) utilizing the financial statements most recently most recently delivered or deemed delivered pursuant to Section 7.01, (C) giving full pro forma effect to (1) all Specified Transactions (as provided in such definition) that have occurred since the last day of the most recently completed Measurement Period for which financial statements have been delivered or deemed delivered pursuant to Section 7.01 (including, for the avoidance of doubt, but without duplication, any acquisitions constituting Specified Transactions that are to be consummated contemporaneously with the closing of, and using the proceeds of, such proposed Incremental Term Facility), and (2) the application of the proceeds of the proposed Incremental Term Facility, and (D) otherwise in accordance with the applicable definitions therein); provided, that with respect to a Limited Condition Acquisition, the requirements of the preceding clauses (y), (i) and (ii) shall be modified as provided in Section 1.10 of this Credit Agreement.

Request for an Incremental Term Facility. At the request of the Company to the Administrative Agent, and without the consent of any Lender, on one or more occasions, an increase in the aggregate principal amount of any existing Term Facility or a separate tranche of term loan commitments and term loans may be established under this Credit Agreement; provided that at the time of such request, upon the effectiveness of any Incremental Term Supplement referred to below, and at the time any Incremental Term Loan is made (and after giving full pro forma effect to the incurrence thereof and the application of proceeds thereof), the aggregate principal amount of all Incremental Facilities shall not exceed the sum of (x) the greater of (A) $300,000,000 and (B) 100% of Adjusted Operating Income for the most recently completed four fiscal quarter period for which financial statements were required to have been delivered pursuant to Section 7.01, plus (y) an aggregate additional amount of Indebtedness Incremental Facility Limit at such that, after giving pro forma effect to such incurrence or issuance, the Company shall have a Total Leverage Ratio of no greater than 5.00:1.00time; provided, further, that at the time of such request, upon the effectiveness of any Incremental Term Supplement referred to below, and at the time any Incremental Term Loan is made (and after giving full pro forma effect to the incurrence thereof and the application of proceeds thereof), that: (i) no Default or Event of Default shall then exist, and exists or would exist after giving effect such Incremental Term Facility; (ii) each of the representations and warranties made by any Loan Party in or pursuant to the Loans Documents shall be true and correct in all material respects (and in all respects if any such representation and warranty is qualified by materiality) on and as of such date as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date, in which case it was true and correct in all material respects as of such earlier date); (iii) the maturity date of such Incremental Term Facility shall be no earlier than the Latest Maturity Date and the weighted average life to maturity of any such Incremental Term Facility shall not be less than the remaining weighted average life to maturity of the Initial Term Loans or any other then existing Incremental Term Facility; (iv) the yield applicable to any Incremental Term Facility shall be determined by the Company and the applicable lenders providing such Incremental Term Facility; provided that, the All-in Yield (whether in the form of interest rate margins, original issue discount, upfront fees or LIBOR/ABR floors) applicable to any Incremental Term Facility that is pari passu with the Loans and does not mature more than two years after the Loans incurred on or prior to the second anniversary of the Effective Date will not be more than 0.50% per annum higher than the corresponding All-in Yield (giving effect to interest rate margins, original issue discount, upfront fees and LIBOR/ABR floors) for the Initial Term Facility, unless the interest rate margins with respect to the Initial Term Facility are increased by an amount equal to the difference between the All-in Yield with respect to the Incremental Term Facility and the corresponding All-in Yield on the Initial Term Facility minus 0.50%; provided that, in determining such applicable All-in Yield, (x) OID or upfront fees paid by the Company to the lenders under such Incremental Term Facility (but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with lenders providing such Incremental Term Facility or consent fees for an amendment paid generally to consenting lenders) and the Initial Term Facility in the initial primary syndication thereof shall be in pro forma compliance included and equated to interest rate (with the Financial Covenants (OID being equated to interest based on an assumed four-year life to maturity) and compliance with the preceding clauses (y) and (ii) any amendments to the applicable margin on the Initial Term Facility that became effective subsequent to Effective Date but prior to the time of such Incremental Term Facility shall also be determined included in such calculations; provided, further, that (A) assuming with respect to the Initial Term Facility, to the extent that the full amounts LIBO Rate for a three month interest period on the closing date of all Revolving Credit Facilities (including all then-existing any such Incremental Revolving Credit Facilities) have all been drawnTerm Facility is less than the interest rate floor applicable to the Initial Term Facility, the amount of such difference shall be deemed added to the interest margin for the Initial Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the Initial Term Loans shall be required and (B) utilizing the financial statements most recently most recently delivered or deemed delivered pursuant with respect to Section 7.01, (C) giving full pro forma effect to (1) all Specified Transactions (as provided in such definition) that have occurred since the last day of the most recently completed Measurement Period for which financial statements have been delivered or deemed delivered pursuant to Section 7.01 (including, for the avoidance of doubt, but without duplication, any acquisitions constituting Specified Transactions that are to be consummated contemporaneously with the closing of, and using the proceeds of, such proposed Incremental Term Facility), and (2) the application of the proceeds of the proposed Incremental Term Facility, to the extent that the LIBO Rate, as applicable to the Initial Term Facility for a three month interest period on the closing date of any such Incremental Term Facility is less than the interest rate floor, if any, applicable to any such Incremental Term Facility, the amount of such difference shall be deemed added to the interest rate margins for the loans under the Incremental Term Facility but only to the extent an increase in the interest rate floor applicable to the Facility would cause an increase in the interest rate then in effect thereunder for the Loans, and in such case, the interest rate floor (but not the interest rate margin) applicable to the Facility shall be increased to the extent of such difference; (v) any Incremental Term Facility shall be on terms and pursuant to documentation to be agreed upon by the Company and the lenders under such Incremental Term Facility; provided that (1) except to the extent permitted by clause (iii) and (Div) otherwise in accordance above, to the extent such terms are not consistent with the terms in respect of the Initial Term Facility, they shall be not materially more restrictive, when taken as a whole, to the Loan Parties than those under the Initial Term Facility (except for any covenant or other provisions (x) applicable definitions thereinonly to periods after the Maturity Date of the Initial Term Facility, (y) that are added for the benefit of the Initial Term Facility through a conforming amendment, which amendment shall not require the consent of the Administrative Agent or any Lender or (z) are otherwise reasonably acceptable to the Administrative Agent), (2) there shall be no borrower or guarantor in respect of any such Indebtedness that is not (or does not become) the Company or a Guarantor under the Initial Term Facility and (3) if secured, such indebtedness shall not be secured by any assets of the Company or its Restricted Subsidiaries that do not constitute Collateral and the proceeds of such Indebtedness; (vi) if any Incremental Term Facility is secured on a junior lien basis or unsecured, such Incremental Term Facility shall be documented under separate facility documentation, and in the case of an Incremental Term Facility that is secured on a junior lien basis, subject to customary intercreditor arrangements to be mutually agreed between the Company and the Administrative Agent; providedand (vii) any Incremental Term Facility incurred hereunder shall be in a minimum amount of $5,000,000 or a larger multiple of $1,000,000. provided that, that with respect to a Limited Condition AcquisitionTransaction, the requirements of the preceding clauses (y), (i) and the preceding clause (ii) i), shall be modified as provided in Section 1.10 of this Credit AgreementAgreement and (ii) the preceding clause (ii), shall be subject to customary “Sungard” limitations.

Request for an Incremental Term Facility. At the request of the Company to the Administrative Agent, and without the consent of any Lender, on one or more occasions, an increase in the aggregate principal amount of any existing Term Facility or a separate tranche of term loan commitments and term loans may be established under this Credit Agreement; provided that at the time of such request, upon the effectiveness of any Incremental Term Supplement referred to below, and at the time any Incremental Term Loan is made (and after giving full pro forma effect to the incurrence thereof and the application of proceeds thereof), the aggregate principal amount of all Incremental Facilities shall not exceed the sum of (x) the greater of (A) $300,000,000 and (B) 100% of Adjusted Operating Income for the most recently completed four fiscal quarter period for which financial statements were required to have been delivered pursuant to Section 7.01, plus (y) an aggregate additional amount of Indebtedness such that, after giving pro forma effect to such incurrence or issuance, the Company shall have a Total Leverage Ratio of no greater than 5.00:1.00; provided, further, that at the time of such request, upon the effectiveness of any Incremental Term Supplement referred to below, and at the time any Incremental Term Loan is made (and after giving full pro forma effect to the incurrence thereof and the application of proceeds thereof), (i) no Default or Event of Default shall then exist, and (ii) the Company shall be in pro forma compliance with the Financial Covenants Covenants, and (iii) the Company shall have a Total Leverage Ratio of no greater than 4.65:1.00 (and compliance with the preceding clauses (yii) and (iiiii) shall be determined (A) assuming that the full amounts of all Revolving Credit Facilities (including all then-existing Incremental Revolving Credit Facilities) have all been drawn, (B) utilizing the financial statements most recently most recently delivered or deemed delivered pursuant to Section 7.017.01 , (C) giving full pro forma effect to (1) all Specified Transactions (as provided in such definition) that have occurred since the last day of the most recently completed Measurement Period for which financial statements have been delivered or deemed delivered pursuant to Section 7.01 (including, for the avoidance of doubt, but without duplication, any acquisitions constituting Specified Transactions that are to be consummated contemporaneously with the closing of, and using the proceeds of, such proposed Incremental Term Facility), and (2) the application of the proceeds of the proposed Incremental Term Facility, and (D) otherwise in accordance with the applicable definitions therein); provided, that with respect to a Limited Condition Acquisition, the requirements of the preceding clauses (y), (i) and (ii) shall be modified as provided in Section 1.10 of this Credit Agreement.

Request for an Incremental Term Facility. At the request of the Company to the Administrative Agent, and without the consent of any Lender, on one or more occasions, an increase in the aggregate principal amount of any existing Term Facility or a separate tranche of term loan commitments and term loans may be established under this Credit Agreement; provided that at the time of such request, upon the effectiveness of any Incremental Term Supplement referred to below, and at the time any Incremental Term Loan is made (and after giving full pro forma effect to the incurrence thereof and the application of proceeds thereof), the aggregate principal amount of all Incremental Facilities shall not exceed the sum of (x) the greater of (A) $300,000,000 and (B) 100% of Adjusted Operating Income for the most recently completed four fiscal quarter period for which financial statements were required to have been delivered pursuant to Section 7.01, plus (y) an aggregate additional amount of Indebtedness such that, after giving pro forma effect to such incurrence or issuance, the Company shall have a Total Leverage Ratio of no greater than 5.00:1.00; provided, further, that at the time of such request, upon the effectiveness of any Incremental Term Supplement referred to below, and at the time any Incremental Term Loan is made (and after giving full pro forma effect to the incurrence thereof and the application of proceeds thereof), (i) no Default or Event of Default shall then exist, and (ii) the Company shall be in pro forma compliance with the Financial Covenants (and compliance with the preceding clauses (y) and (ii) shall be determined (A) assuming that the full amounts of all Revolving Credit Facilities (including all then-existing Incremental Revolving Credit Facilities) have all been drawn, (B) utilizing the financial statements most recently most recently delivered or deemed delivered pursuant to Section 7.01, (C) giving full pro forma effect to (1) all Specified Transactions (as provided in such definition) that have occurred since the last day of the most recently completed Measurement Period for which financial statements have been delivered or deemed delivered pursuant to Section 7.01 (including, for the avoidance of doubt, but without duplication, any acquisitions constituting Specified Transactions that are to be consummated contemporaneously with the closing of, and using the proceeds of, such proposed Incremental Term FacilityMSGN – A&R Credit Agreement (2019), and (2) the application of the proceeds of the proposed Incremental Term Facility, and (D) otherwise in accordance with the applicable definitions therein); provided, that with respect to a Limited Condition Acquisition, the requirements of the preceding clauses (y), (i) and (ii) shall be modified as provided in Section 1.10 of this Credit Agreement.