Incremental Term Facility. (a) Pursuant to Section 2.20 of the Credit Agreement, on the Amendment No. 5 Effective Date, immediately after the incurrence of the Term B-1 Loans, each of the Incremental Term B-1 Lenders will make Incremental Term B-1 Loans to the Borrowers as described in Section 2.01 of the Amended Credit Agreement. The Incremental Term B-1 Loans shall be part of the same Class as, and increase the amount of, the Term B-1 Loans.
(b) Each Incremental Term B-1 Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Incremental Term B-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender.
(c) Upon (i) the execution of a counterpart of this Amendment by each Incremental Term B-1 Lender, the Administrative Agent and the Borrowers and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Incremental Term B-1 Lenders party to this Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective Incremental Term B-1 Commitment set forth on Schedule I hereto, effective as of the Amendment No. 5 Effective Date.
(d) This Amendment shall constitute an Incremental Amendment with respect to the Incremental Term B-1 Loans for all purposes under the Credit Agreement.
Incremental Term Facility. (a) Subject to the terms and conditions set forth herein, each Incremental Term Lender agrees, severally and not jointly, to make, on the Incremental Effective Date, an Incremental Term Loan in a principal amount equal to the Incremental Term Commitment of such Incremental Term Lender. No Incremental Term Lender shall be responsible for any other Incremental Term Lender’s failure to fund Incremental Term Loans.
(b) Except as otherwise expressly provided herein, the terms and conditions of the Incremental Term Loans made hereunder shall be identical to the terms and conditions (including the Applicable Rate) applicable to the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the date hereof. In furtherance of the foregoing, effective as of the Incremental Effective Date, the first sentence of Section 2.11(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: “Subject to Section 2.11(c), the Company shall repay Tranche B Term Borrowings on March 31, June 30, September 30 and December 31 of each year, commencing with March 31, 2014, and ending with the last such day to occur prior to the Tranche B Term Loan Maturity Date, in an aggregate principal amount for each such date equal to US$8,141,026, subject to adjustment as provided in Section 2.14.”
(c) Subject to the terms and conditions set forth herein, pursuant to Section 2.24 of the Credit Agreement, and effective as of the Incremental Effective Date, for all purposes of the Credit Documents, (i) the Incremental Term Commitments shall be “Commitments” and “Incremental Term Loan Commitments” under the Credit Agreement, (ii) the Incremental Term Loans made pursuant to the Incremental Term Commitments shall be “Incremental Term Loans”, “Term Loans” and “Tranche B Term Loans” under the Credit Agreement and shall constitute Loans of the same Class as the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the making of the Incremental Term Loans, (iii) Borrowings of the Incremental Term Loans shall constitute “Term Borrowings” and “Tranche B Term Borrowings” under the Credit Agreement, including for purposes of Installments due in respect of Tranche B Term Borrowings under Section 2.11(a) of the Credit Agreement and for purposes of mandatory prepayments due in respect of Tranche B Term Borrowings under Section 2.13 of the Credit Agreement, and (iv) each Incremental Term Lender shall be a “Lender” and a “Term Lende...
Incremental Term Facility. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Facility Commitment Agreement and, at such time, Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect the Incremental Term Facility Commitments of such Incremental Term Facility Lenders.
Incremental Term Facility. (a) The Borrower may at any time or from time to time after the Closing Date (on one or more occasions), by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), without having to seek consent from the Lenders, request one or more additional tranches of term loans (the “Incremental Loans”); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Loan is made (and immediately after giving effect thereto) no Default or Event of Default shall exist, and (ii) the Consolidated Senior Secured Debt Ratio, determined on a pro forma basis as of the last day of the most recent Fiscal Quarter for which financial statements are available (but based on Consolidated Senior Secured Debt at the time of and after giving effect to such Incremental Loans and any other transaction in connection therewith) shall not exceed the Required Consolidated Senior Secured Debt Ratio. Each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of all tranches of Incremental Loans shall not exceed $75,000,000; provided that such amount may be increased by the lesser of $25,000,000 and the aggregate amount of unused Delayed Draw Loan Commitments as of the Delayed Draw Termination Date. The Incremental Loans (A) shall rank pari passu in right of payment and of security with the Initial Loans, (B) shall not mature earlier than the Maturity Date and shall have a weighted average life to maturity (pursuant to such amortization schedules as may be determined by the Borrower and the lenders thereof) that is no shorter than the then-remaining weighted average life to maturity of the Initial Loans (as the aggregate amount thereof may have been reduced and as the scheduled amortization thereof may have been modified as of such date), (C) except as set forth above, shall be treated substantially the same as the Initial Loans (in each case, including with respect to mandatory and voluntary prepayments), and (D) will accrue interest at rates determined by the Borrower and the lenders providing such In...
Incremental Term Facility a. Subject to the terms and conditions set forth herein, each Incremental Term Lender agrees, severally and not jointly, to make, on the Incremental Effective Date, an Incremental Term Loan in a principal amount not to exceed the Incremental Term Commitment of such Incremental Term Lender. No Incremental Term Lender shall be responsible for any other Incremental Term Lender’s failure to fund the Incremental Term Loans.
(a) Except as otherwise set forth below relating to the amortization and maturity date of the Incremental Term Loans, the terms and conditions of the Incremental Term Loans made hereunder shall be identical to those terms and conditions (including the Applicable Rate) applicable to the Term Loans outstanding under the Credit Agreement immediately prior to the Incremental Effective Date:
(i) To the extent not previously paid, the Incremental Term Loans shall become due and payable on August 22, 2017 (the “Incremental Term Maturity Date”).
(ii) The Borrower shall repay Incremental Term Borrowings on the last day of each March, June, September and December, beginning with March 31, 2014, and ending with the last such day to occur prior to the Incremental Term Maturity Date, and on the Incremental Term Maturity Date, in an aggregate principal amount for each such date equal to the amount set forth opposite such date in the table below (as such amount may be adjusted pursuant to paragraph (c) of Section 2.10 of the Credit Agreement): March 31, 2014 $3,750,000 June 30, 2014 $3,750,000 September 30, 2014 $3,750,000 December 31, 2014 $3,750,000 March 31, 2015 $3,750,000 June 30, 2015 $3,750,000 September 30, 2015 $3,750,000 December 31, 2015 $3,750,000 March 31, 2016 $3,750,000 June 30, 2016 $3,750,000 September 30, 2016 $3,750,000 December 31, 2016 $3,750,000 March 31, 2017 $3,750,000 June 30, 2017 $3,750,000 Incremental Term Maturity Date $97,500,000
(b) Subject to the terms and conditions set forth herein, pursuant to Section 2.21 of the Credit Agreement, and effective as of the Incremental Effective Date, for all purposes of the Loan Documents, (i) the Incremental Term Commitments shall be “Commitments” and “Incremental Commitments” under the Credit Agreement, (ii) Incremental Term Loans made pursuant to the Incremental Term Commitments under the Credit Agreement shall be “Incremental Term Loans” and (except for purposes of Section 2.10(a) and (b)) “Term Loans” under the Credit Agreement and a separate Class of “Loans” from the Loans outstanding...
Incremental Term Facility. On each Increase Effective Date on which an Incremental Term Facility is effected, promptly following fulfillment of the conditions set forth in Section 2.15(e), the Administrative Agent shall notify the Lenders of the occurrence of such Incremental Term Facility and the amount of the commitments and each Lender and Eligible Assignee’s pro rata share thereof. On such Increase Effective Date, subject to the satisfaction of the conditions set forth in Section 4.02, each Lender and Eligible Assignee that has agreed to participate in such Incremental Term Facility shall make term loan to the Borrower in an amount equal to its pro rata share of such Incremental Term Facility in accordance with the conditions and procedures set forth in Section 2.02 and any applicable Commitment Increase Amendment.
Incremental Term Facility. The Borrower shall repay the aggregate outstanding principal amount of any Incremental Term Loans funded under an Incremental Term Facility that is a separate tranche in accordance with the applicable terms set forth in the Incremental Facility Amendment pursuant to which such Incremental Term Facility is added to this Agreement or established hereunder.
Incremental Term Facility. (a) The Borrower may at any time or from time to time after the Closing Date (on one or more occasions), by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), without having to seek consent from the Lenders, request one or more additional tranches of term loans (the “Incremental Loans”); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Loan is made (and immediately after giving effect thereto) no Default or Event of Default shall exist, and (ii) the aggregate amount of Incremental Loans established under this Section
Incremental Term Facility. Pursuant to Sections 2.17 and 2.18 of the Credit Agreement, the Borrower has requested a term loan facility (the “Incremental Term Facility”) in an aggregate principal amount of up to $650,000,000 and the Lenders party hereto (the “Incremental Term Lenders”) are willing to provide such Incremental Term Facility pursuant to the terms of this joinder agreement and refinancing amendment (this “Agreement”). This Agreement will be an “Incremental Term Facility Joinder” and a “Refinancing Amendment” as described in Section 2(a) and (b) and the loans made hereunder (the “Incremental Term Loans”) will be “Term Loans” for purposes of, and as defined in, the Credit Agreement and will be subject to all terms and conditions of the Credit Agreement. For the avoidance of doubt, the “Incremental Term Loans” include both the Initial Incremental Term Loans (as defined below) and the Delayed Draw Term Loans (as defined below).
Incremental Term Facility. If an Incremental Term Facility is requested, all conditions set forth in Section 2.22(b)(i) shall have been satisfied.
