Incremental Loan Facility. Subject to the terms and conditions set forth herein, so long as no Default or Event of Default shall have occurred and then be continuing, this Agreement shall be in full force and effect, a Minority Issuance shall not have theretofore occurred and the Permitted Sale shall not have theretofore occurred (it being agreed that the Permitted Sale and Minority Issuance may be consummated concurrently with the funding of the Incremental Loans), the Borrower shall have the right, to be exercised not more than one (1) time during the period commencing on the Closing Date and ending on the earlier of the Permitted Sale Date and March 31, 2007, to incur additional Indebtedness under this Agreement in the form of an additional second lien term loan (such second lien term loan, the "Incremental Second Lien Term Loan") and/or, subject to the satisfaction of the conditions set forth in subsection 5.5(f), an additional term loan, an increase in the Revolving Loan Commitment (as defined in the First Lien Credit Agreement) and/or the creation of a new revolving credit facility, in each case, under the First Lien Credit Agreement (such term and/or revolving loans, individually and together, the "Incremental Senior Loan"; together with the Incremental Second Lien Term Loan, the "Incremental Loans") in an aggregate amount for all Incremental Loans not to exceed $60,000,000. The following additional terms and conditions shall apply to the Incremental Second Lien Term Loan,: (a) the Incremental Second Lien Term Loan shall (i) have a final maturity date no earlier than June 30, 2013, (ii) have an interest rate to be determined at the time such Incremental Second Lien Term Loan is made; provided that, if the interest rate for the Incremental Second Lien Term Loan is higher than the then Applicable Margin with respect to the Second Lien Term Loan then the Applicable Margin with respect to the Second Lien Term Loan shall automatically increase (without any further action required to be taken by any party) to an amount no lower than the interest rate then applicable to the Incremental Second Lien Term Loan, (iii) have a weighted average life to maturity no less than the weighted average life to maturity of the Second Lien Term Loan and (iv) generally have terms that are no more favorable than the terms of the Second Lien Term Loan, (b) the Incremental Second Lien Term Loan shall constitute Loans and Obligations and will be secured and guaranteed on a pari passu basis with all other Obligations, (c) the Incremental Second Lien Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (d) after giving effect to the funding of the Incremental Loans (assuming full funding of any Incremental Loan that is in the form of a revolving loan), (i) the Leverage Ratio shall not be greater than 5.50:1.0 on a pro-forma basis and (ii) the Senior Leverage Ratio shall not be greater than 3.75:1.0 on a pro-forma basis, (e) the proceeds thereof shall be used to consummate a Liquidity Event, (f) the Borrower shall execute, if requested by the applicable Lenders, such promissory notes as are necessary to reflect the Incremental Second Lien Term Loan, (g) the Agent shall have received from the Borrower updated financial projections (h) if a Change of Control Event occurs concurrently therewith, the conditions set forth in the definition of Permitted Sale shall have been satisfied and (i) all representations and warranties of the Credit Parties contained herein shall be true and correct in all material respects (without duplication of any materiality qualified contained herein) as of the Incremental Loan Closing Date, except to the extent that such representations or warranties expressly relate to an earlier date (in which event such representations and warranties shall be true and correct, in all material respects, as of such earlier date). Participation in the Incremental Second Lien Term Loan shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation whatsoever to provide all or any portion of the Incremental Second Lien Term Loan. Each of the then existing Lenders shall have ten (10) Business Days following receipt of a request for the Incremental Second Lien Term Loan from the Borrower to notify the Borrower and Agent of such Lender's commitment to make the Incremental Second Lien Term Loan. In the event that the Borrower has not received commitments from the existing Lenders in an amount equal to the requested Incremental Second Lien Term Loan within such ten (10) Business Day period, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Agent to be joined as parties to this Agreement as Lenders hereunder with respect to the portion of such Incremental Second Lien Term Loan not committed to within such ten (10) Business Day period by existing Lenders, provided, that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower reasonably may request. Holdings, Borrower, each of Borrower's Subsidiaries and each Lender shall execute and deliver such agreements, documents and instalments reasonably requested by the Agent to effectuate the foregoing.
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Incremental Loan Facility. Subject to the terms and conditions set forth herein, so long as no Default or Event of Default shall have occurred and then be continuing, this Agreement shall be in full force and effect, a Minority Issuance shall not have theretofore occurred and the Permitted Sale shall not have theretofore occurred (it being agreed that the Permitted Sale and Minority Issuance may be consummated concurrently with the funding of the Incremental Loans), the Borrower shall have the right, to be exercised not more than one (1) time during the period commencing on the Closing Date and ending on the earlier of the Permitted Sale Date and March 31, 2007, to incur additional Indebtedness under this Agreement in the form of an additional second lien term loan loan, an increase in the Revolving Loan Commitment and/or the creation of a new revolving credit facility (such second lien term loanand/or revolving loans, individually and together, the "Incremental Second Lien Term Senior Loan") and/or, subject to the satisfaction of the conditions set forth in subsection 5.5(f), an additional second lien term loan, an increase in the Revolving Loan Commitment (as defined in the First Lien Credit Agreement) and/or the creation of a new revolving credit facility, in each case, loan under the First Second Lien Credit Agreement (such term and/or revolving loans, individually and together, the "Incremental Senior Second Lien Term Loan"; together with the Incremental Second Lien Term Senior Loan, the "Incremental Loans") in an aggregate amount for all Incremental Loans not to exceed $60,000,000. The following additional terms and conditions shall apply to the Incremental Second Lien Term Senior Loan,: (a) the Incremental Second Lien Term Senior Loan shall (i) have a final maturity date no earlier than June 30, 2012 or later than June 30, 2013, (ii) have an interest rate to be determined at the time such Incremental Second Lien Term Senior Loan is made; provided that, if the interest rate for the Incremental Second Lien Term Senior Loan is higher than the then Applicable Margin with respect to the Second Lien Term Loan and Revolving Loans then the Applicable Margin with respect to the Second Lien Term Loan and Revolving Loans shall automatically increase (without any further action required to be taken by any party) to an amount no lower than the interest rate then applicable to the Incremental Second Lien Term Senior Loan, (iii) with respect to any Incremental Senior Loan which is a term loan, have a weighted average life to maturity no less than the weighted average life to maturity of the Second Lien Term Loan and (iv) generally have terms that are no more favorable than the terms of the Second Lien Revolving Loans and the Term Loan, (b) the Incremental Second Lien Term Senior Loan shall constitute Loans and Obligations and will be secured and guaranteed on a pari passu basis with all other Obligations, (c) the Incremental Second Lien Term Senior Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (d) after giving effect to the funding of the Incremental Loans (assuming full funding of any Incremental Loan that is in the form of a revolving loan), (i) the Leverage Ratio shall not be greater than 5.50:1.0 on a pro-forma basis and (ii) the Senior Leverage Ratio shall not be greater than 3.75:1.0 on a pro-forma basis, (e) the proceeds thereof shall be used to consummate a Liquidity Event, (f) the Borrower shall execute, if requested by the applicable Lenders, such promissory notes as are necessary to reflect the Incremental Second Lien Term Senior Loan, (g) the conditions to all Loans set forth in Section 2.2 shall have been satisfied and the Agent shall have received from the Borrower updated financial projections and (h) if a Change of Control Event occurs concurrently therewith, the conditions set forth in the definition of Permitted Sale shall have been satisfied and (i) all representations and warranties of the Credit Parties contained herein shall be true and correct in all material respects (without duplication of any materiality qualified contained herein) as of the Incremental Loan Closing Date, except to the extent that such representations or warranties expressly relate to an earlier date (in which event such representations and warranties shall be true and correct, in all material respects, as of such earlier date)satisfied. Participation in the Incremental Second Lien Term Senior Loan shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation whatsoever to provide all or any portion of the Incremental Second Lien Term Senior Loan. Each of the then existing Lenders shall have ten (10) Business Days following receipt of a request for the an Incremental Second Lien Term Senior Loan from the Borrower to notify the Borrower and Agent of such Lender's commitment to make the such Incremental Second Lien Term Senior Loan. In the event that the Borrower has not received commitments from the existing Lenders in an amount equal to the requested Incremental Second Lien Term Senior Loan within such ten (10) Business Day period, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Agent to be joined as parties to this Agreement as Lenders hereunder with respect to the portion of such Incremental Second Lien Term Senior Loan not committed to within such ten (10) Business Day period by existing Lenders, provided, that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower reasonably may request. Holdings, Borrower, each of Borrower's Subsidiaries and each Lender shall execute and deliver such agreements, documents and instalments instruments reasonably requested by the Agent to effectuate the foregoing.
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Incremental Loan Facility. Subject (a) The Borrower and all or certain of the Lenders who agree in writing to participate in such facility and who are selected by the Borrower may, with the consent of the Administrative Agent and the Managing Agents, such consent not to be unreasonably withheld, at any one time during the period from and including the Second Closing Date to but excluding the Incremental Loan Commitment Termination Date, agree that such Lenders shall become Incremental Loan Lenders by executing and delivering to the Administrative Agent an Activation Notice specifying the respective Incremental Loan Commitments of the Incremental Loan Lenders and the Activation Date, and otherwise duly completed. Each Incremental Loan Lender severally agrees, on the terms and conditions set forth hereinof this Agreement, so long as no Default to make one or Event of Default shall have occurred and then be continuingmore term loans (each an "INCREMENTAL LOAN" and, this Agreement shall be in full force and effect, a Minority Issuance shall not have theretofore occurred and the Permitted Sale shall not have theretofore occurred (it being agreed that the Permitted Sale and Minority Issuance may be consummated concurrently with the funding of the Incremental Loans)collectively, the "INCREMENTAL LOANS") to the Borrower shall have (as requested by the right, to be exercised not more than one (1Borrower) time under Section 2.3(e) during the period commencing on from and including the Closing Activation Date and ending on to but excluding the earlier of the Permitted Sale Date and March 31, 2007, to incur additional Indebtedness under this Agreement in the form of an additional second lien term loan (such second lien term loan, the "Incremental Second Lien Term Loan") and/or, subject to the satisfaction of the conditions set forth in subsection 5.5(f), an additional term loan, an increase in the Revolving Loan Commitment (as defined in the First Lien Credit Agreement) and/or the creation of a new revolving credit facility, in each case, under the First Lien Credit Agreement (such term and/or revolving loans, individually and together, the "Incremental Senior Loan"; together with the Incremental Second Lien Term Loan, the "Incremental Loans") Termination Date in an aggregate principal amount for all up to but not exceeding its Incremental Loan Commitment. Incremental Loans that are prepaid may not be reborrowed. Nothing in this Section 2.3(a) shall be construed to exceed $60,000,000obligate any Lender to execute an Activation Notice. The following additional terms and conditions shall apply to the principal amount of each Incremental Second Lien Term Loan,: (a) the Loan Lender's Incremental Second Lien Term Loan shall (i) have a final maturity date no earlier than June 30, 2013, (ii) have an interest rate to be determined at the time such Incremental Second Lien Term Loan is made; provided that, if the interest rate for the Incremental Second Lien Term Loan is higher than the then Applicable Margin with respect to the Second Lien Term Loan then the Applicable Margin with respect to the Second Lien Term Loan shall automatically increase (without any further action required to be taken by any party) to an amount no lower than the interest rate then applicable to the Incremental Second Lien Term Loan, (iii) have a weighted average life to maturity no less than the weighted average life to maturity of the Second Lien Term Loan and (iv) generally have terms that are no more favorable than the terms of the Second Lien Term Loan, (b) the Incremental Second Lien Term Loan shall constitute Loans and Obligations and will be secured and guaranteed on a pari passu basis with all other Obligations, (c) the Incremental Second Lien Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (d) after giving effect to the funding of the Incremental Loans (assuming full funding of any Incremental Loan that is in the form of a revolving loan), (i) the Leverage Ratio shall not be greater than 5.50:1.0 on a pro-forma basis and (ii) the Senior Leverage Ratio shall not be greater than 3.75:1.0 on a pro-forma basis, (e) the proceeds thereof shall be used to consummate a Liquidity Event, (f) the Borrower shall execute, if requested by the applicable Lenders, such promissory notes as are necessary to reflect the Incremental Second Lien Term Loan, (g) the Agent shall have received from the Borrower updated financial projections (h) if a Change of Control Event occurs concurrently therewith, the conditions set forth in the definition of Permitted Sale shall have been satisfied and (i) all representations and warranties of the Credit Parties contained herein shall be true and correct in all material respects (without duplication of any materiality qualified contained herein) as of the Incremental Loan Closing Date, except to the extent that such representations or warranties expressly relate to an earlier date (in which event such representations and warranties shall be true and correct, in all material respects, as of such earlier date). Participation in the Incremental Second Lien Term Loan shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation whatsoever to provide all or any portion of the Incremental Second Lien Term Loan. Each of the then existing Lenders shall have ten (10) Business Days following receipt of a request for the Incremental Second Lien Term Loan from the Borrower to notify the Borrower and Agent of such Lender's commitment to make the Incremental Second Lien Term Loan. In the event that the Borrower has not received commitments from the existing Lenders in an amount equal to the product of (i) such Incremental Loan Lender's Incremental Loan Commitment Percentage (expressed as a fraction) and (ii) the total amount of the Incremental Loan or Incremental Loans requested; provided that in no event shall any Incremental Loan Lender be obligated to make an Incremental Loan if after giving effect to such Incremental Loan such Incremental Loan Lender's Incremental Loans outstanding would exceed its Incremental Loan Commitment or if the amount of such requested Incremental Second Lien Term Loan within such ten (10) Business Day period, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Agent to be joined as parties to this Agreement as Lenders hereunder with respect to the portion is in excess of such Incremental Second Lien Term Loan not committed to within such ten (10) Business Day period by existing Lenders, provided, that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower reasonably may request. Holdings, Borrower, each of BorrowerLender's Subsidiaries and each Lender shall execute and deliver such agreements, documents and instalments reasonably requested by the Agent to effectuate the foregoingAvailable Incremental Loan Commitment.
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Incremental Loan Facility. Subject (a) From time to time, the Borrower, and all or certain of the Lenders or other Persons who agree in writing to participate in such facility and who are selected by the Borrower with the consent of the Agent, such consent not to be unreasonably withheld (such Lenders and other Persons, the “Incremental Loan Lenders”) may, during the period from and including the Closing Date to but excluding August 24, 2006, activate all or a portion of the Aggregate Incremental Loan Commitment by executing and delivering to the Agent an Activation Notice specifying the respective Incremental Loan Commitments (or additional Incremental Loan Commitments, as applicable) of the Incremental Loan Lenders and the Activation Date, and otherwise duly completed. Notwithstanding any provision in this Agreement to the contrary, the Aggregate Incremental Loan Commitment shall not exceed the Maximum Incremental Loan Facility. Each activation of all or a portion of the Aggregate Incremental Loan Commitment shall be subject to the prior satisfaction of the conditions precedent set forth in Section 4.2. The Incremental Loan facility may be a term loan facility or a revolving loan facility, as selected by the Borrower and agreed to by the Incremental Loan Lenders. Each Incremental Loan Lender severally agrees, on the terms and conditions set forth hereinof this Agreement, so long as no Default or Event of Default shall have occurred and then be continuing, this Agreement shall be in full force and effect, a Minority Issuance shall not have theretofore occurred and the Permitted Sale shall not have theretofore occurred (it being agreed that the Permitted Sale and Minority Issuance may be consummated concurrently with the funding of to make the Incremental Loans)Loans through its Applicable Lending Office to the Borrower either (i) on the Activation Date (if such facility is a term loan facility ) or (ii) from time to time from and including the Activation Date to but excluding the Incremental Loan Commitment Expiration Date (if such facility is a revolving loan facility) (each an “Incremental Loan” and, collectively, the Borrower shall have the right, to be exercised not more than one (1) time during the period commencing on the Closing Date and ending on the earlier of the Permitted Sale Date and March 31, 2007, to incur additional Indebtedness under this Agreement in the form of an additional second lien term loan (such second lien term loan, the "Incremental Second Lien Term Loan") and/or, subject to the satisfaction of the conditions set forth in subsection 5.5(f), an additional term loan, an increase in the Revolving Loan Commitment (as defined in the First Lien Credit Agreement) and/or the creation of a new revolving credit facility, in each case, under the First Lien Credit Agreement (such term and/or revolving loans, individually and together, the "Incremental Senior Loan"; together with the Incremental Second Lien Term Loan, the "“Incremental Loans"”) in an aggregate principal amount for all up to but not exceeding its Incremental Loans not Loan Commitment. Nothing in this Section 2.4(a) shall be construed to exceed $60,000,000obligate any Lender to execute an Activation Notice. The following additional terms and conditions shall apply to the principal amount of each Incremental Second Lien Term Loan,: (a) the Loan Lender’s Incremental Second Lien Term Loan shall (i) have a final maturity date no earlier than June 30, 2013, (ii) have an interest rate to be determined at the time such Incremental Second Lien Term Loan is made; provided that, if the interest rate for the Incremental Second Lien Term Loan is higher than the then Applicable Margin with respect to the Second Lien Term Loan then the Applicable Margin with respect to the Second Lien Term Loan shall automatically increase (without any further action required to be taken by any party) to an amount no lower than the interest rate then applicable to the Incremental Second Lien Term Loan, (iii) have a weighted average life to maturity no less than the weighted average life to maturity of the Second Lien Term Loan and (iv) generally have terms that are no more favorable than the terms of the Second Lien Term Loan, (b) the Incremental Second Lien Term Loan shall constitute Loans and Obligations and will be secured and guaranteed on a pari passu basis with all other Obligations, (c) the Incremental Second Lien Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (d) after giving effect to the funding of the Incremental Loans (assuming full funding of any Incremental Loan that is in the form of a revolving loan), (i) the Leverage Ratio shall not be greater than 5.50:1.0 on a pro-forma basis and (ii) the Senior Leverage Ratio shall not be greater than 3.75:1.0 on a pro-forma basis, (e) the proceeds thereof shall be used to consummate a Liquidity Event, (f) the Borrower shall execute, if requested by the applicable Lenders, such promissory notes as are necessary to reflect the Incremental Second Lien Term Loan, (g) the Agent shall have received from the Borrower updated financial projections (h) if a Change of Control Event occurs concurrently therewith, the conditions set forth in the definition of Permitted Sale shall have been satisfied and (i) all representations and warranties of the Credit Parties contained herein shall be true and correct in all material respects (without duplication of any materiality qualified contained herein) as of the Incremental Loan Closing Date, except to the extent that such representations or warranties expressly relate to an earlier date (in which event such representations and warranties shall be true and correct, in all material respects, as of such earlier date). Participation in the Incremental Second Lien Term Loan shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation whatsoever to provide all or any portion of the Incremental Second Lien Term Loan. Each of the then existing Lenders shall have ten (10) Business Days following receipt of a request for the Incremental Second Lien Term Loan from the Borrower to notify the Borrower and Agent of such Lender's commitment to make the Incremental Second Lien Term Loan. In the event that the Borrower has not received commitments from the existing Lenders in an amount equal to the product of (i) such Incremental Loan Lender’s Incremental Loan Commitment Percentage (expressed as a fraction) and (ii) the total amount of the Incremental Loan or Incremental Loans requested; provided that in no event shall any Incremental Loan Lender be obligated to make an Incremental Loan if after giving effect to such Incremental Loan such Incremental Loan Lender’s Incremental Loans outstanding would exceed its Incremental Loan Commitment or if the amount of such requested Incremental Second Lien Term Loan within such ten (10) Business Day period, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Agent to be joined as parties to this Agreement as Lenders hereunder with respect to the portion is in excess of such Incremental Second Lien Term Loan not committed to within such ten (10) Business Day period by existing Lenders, provided, that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower reasonably may request. Holdings, Borrower, each of Borrower's Subsidiaries and each Lender shall execute and deliver such agreements, documents and instalments reasonably requested by the Agent to effectuate the foregoingLender’s Available Incremental Loan Commitment.
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