Effectiveness of Incremental Amendment Clause Samples

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Event of Default shall exist after giving effect to such Incremental Commitments; (ii) after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment); (iii) the Parent Borrower and its Restricted Subsidiaries shall be in compliance with the covenants set forth in Section 7.11, determined on a Pro Forma Basis as of the Incremental Facility Closing Date and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if any Incremental Term Loans or Incremental Revolving Credit Commitments, as applicable, available under such Incremental Commitments had been outstanding on the last day of such fiscal quarter of the Parent Borrower for testing compliance therewith, and, in each case, with respect to any Incremental Revolving Credit Commitment, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Loans; (iv) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $20,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $20,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence); and (v) the aggregate amount of the Incremental Term Loans and the Incremental Revolving Credit Commitments shall not exceed (A) $300,000,000 in the aggregate pursuant to this clause (A) or (B) at its option, up to an additional amount of Incremental Term Loans or Incremental Revolving Credit Commi...

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date (which shall be no earlier than the date of such Incremental Amendment) specified therein (the “Incremental Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Event of Default shall exist immediately before or after giving effect to such Incremental Loans; provided that, in connection with any Incremental Commitment the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investment, an Event of Default (other than an Event of Default under Section 10.01(a), Section 10.01(b), Section 10.01(g) or Section 10.01(h)) may exist; (ii) the representations and warranties of the Loan Parties contained in the Loan Documents shall be true and correct in all material respects immediately prior to and after giving effect to such Incremental Loans; provided that (A) solely in the case of any Incremental Commitments the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investment, only the Specified Representations (as opposed to all representations and warranties) shall be true and correct in all material respects, (B) to the extent such representations and warranties expressly relate to an earlier date, such representations and warranties shall be true and correct in all material respects as of such earlier date; and (C) to the extent such representations and warranties are qualified as to “materiality,” “Material Adverse Effect” or similar language, such representations and warranties shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (iii) each Incremental Commitment shall be in an aggregate principal amount that is not less than $25,000,000 and shall be in an increment of $5,000,000; (iv) the aggregate outstanding principal amount of all Loans made on the Effective Date plus the aggregate outstanding principal amount of all Incremental Loans shall in no event exceed $300,000,000, less any principal amounts prepaid pursuant to Section 3.04; and (v) after giving pro forma effect to the making of Incremental Loans under such Incremental Amendment and, in the case of any Incremental Commitments, the primary purpose of which is to finance a Permitted Acquisition or any other Permitted Business ...

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions:

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default shall exist after giving effect to such Incremental Term Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or (f) shall exist after giving effect to such Incremental Term Commitments (in the case of an acquisition which is a Limited Condition Acquisition, such determination to be subject to Section 1.10); (ii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth clause (iii) of this Section 2.12(d)); and (iii) the aggregate principal amount of Incremental Term Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, calculated on a pro forma basis after giving effect to any such incurrence, shall not result in a Secured Net Leverage Ratio for the Test Period most recently ended in excess of 4.00 to 1.00 (calculating the Secured Net Leverage Ratio without netting the cash proceeds from such Incremental Term Loans) (the “Available Incremental Amount”).

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default under shall exist immediately before or after giving effect to such Incremental Commitments (except in connection with any Permitted Acquisition, in which case this condition shall be limited to an Event of Default under Section 7.1(a) or (f)); (ii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $500,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in clause (iii) below) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $500,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in clause (iii) below); (iii) the aggregate principal amount of Incremental Term Loans and Incremental Revolving Credit Commitments after the Amendment No. 2 Effective Date shall not exceed $225,000,000 in the aggregate ( the “Available Incremental Amount”); and (iv) the Total Leverage Ratio after giving effect to such Incremental Commitment shall be equal to or less than 3:00 to 1.00 recomputed on a Pro Forma Basis as of the end of the four fiscal quarter period most recently ended for which financial statements were delivered pursuant to Section 5.1.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Term Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Event of Default shall have occurred and be continuing or would exist after giving effect to such Incremental Term Commitments; (ii) after giving effect to such Incremental Term Commitments, the conditions of Section 4.02(i) shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment); provided that the requirement to deliver a Committed Loan Notice may be waived; (iii) the primary purpose of the issuance of such Incremental Term Commitments is not to influence voting thresholds hereunder in order to obtain consent to any transaction that would not otherwise be permitted prior to the incurrence of any such Incremental Term Commitments; (iv) [reserved]; (v) the aggregate amount of the Incremental Term Loans shall not exceed the Available Incremental Amount; and (vi) such other conditions as the Borrower, each Incremental Term Lender providing such Incremental Term Commitments and the Administrative Agent shall agree.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and Incremental Revolving Credit Commitment thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of the conditions set forth in clause (a) and such other conditions as the Borrower, each Incremental Lender providing such Incremental Revolving Credit Commitment and the Administrative Agent shall agree, provided that any outstanding fees and reasonable expenses of the Agents shall have been paid as of such date.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Term Loan Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to Section 1.02(d), no Default or Event of Default shall have occurred and be continuing or would exist before and after giving effect to such Incremental Term Loan Commitments and such Incremental Term Loans; (ii) subject to Section 1.02(d), before and after giving effect to such Incremental Term Loan Commitments and the Incremental Term Loans thereunder, the conditions of Section 4.02(a) shall be satisfied; (iii) [reserved]; (iv) each Incremental Term Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $1,000,0000 if such amount represents all remaining availability under the limit set forth in Section 2.16(a)); (v) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (A) customary legal opinions addressed to the Administrative Agent and the Lenders, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Security Documents (including modifications to the Mortgages), as may be reasonably requested by the Administrative Agent in order to ensure that the enforceability of the Security Documents and the perfection and priority of the Liens thereunder are preserved and maintained; and (vi) such other conditions as the Borrower, each Incremental Term Loan Lender providing such Incremental Term Loan Commitments and the Administrative Agent shall agree.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Tranche Closing Date”) of each of the following conditions: (i) no Default or Event of Default exists or shall exist after giving effect to such Incremental Amendment; and (B) to the extent subject to testing, the Borrower shall be in pro forma compliance with the Financial Performance Covenant after giving effect to such Incremental Amendment; (ii) either (x) the representations and warranties of each Credit Party set forth in Article IX and in each other Credit Document shall be true and correct in all material respects on and as of the Incremental Tranche Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and (iii) each Incremental Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000.