Incremental Term Loan Commitment. The effectiveness of this Agreement and the obligation of the Funding Incremental Term Loan Lenders to fund the Series A Incremental Term Loans hereunder are subject to the satisfaction of the following conditions (the date on which such conditions are satisfied, the “Joinder Agreement No. 2 Effective Date”):
(a) no Event of Default under Section 8.1(a), (f) or (g) of the Existing Credit Agreement shall exist immediately before or immediately after giving effect to the proposed Borrowing contemplated hereby and the extensions of credit to be made on the Increased Amount Date;
(b) the representations and warranties of the Borrower and each other Loan Party contained in Sections 5.01(a), 5.01(b), 5.02(a), 5.13, 5.17, 5.18, 5.19 (other than the first or second sentence thereof) and 5.20 of the Existing Credit Agreement shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects) on and as of the Joinder Agreement No. 2 Effective Date, except in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects) as of such earlier date;
(c) all fees and reasonable out-of-pocket expenses due and payable to the Lenders, the Arrangers (as defined below) and the Series A Incremental Administrative Agent required to be paid on or prior to the Joinder Agreement No. 2 Effective Date pursuant to that certain engagement letter, dated June 28, 2022, by and among the Borrower and the Arrangers (the “Engagement Letter”) shall have been paid or shall have been authorized to be deducted from the proceeds of the Series A Incremental Term Loans, so long as any such fees or expenses not expressly set forth in the Engagement Letter have been invoiced not less than three (3) business days prior to the Joinder Agreement No. 2 Effective Date;
(d) the aggregate principal amount of the Series A Incremental Term Loans incurred on the Joinder Agreement No. 2 Effective Date shall not exceed $450,000,000; and
(e) the Series A Incremental Administrative ...
Incremental Term Loan Commitment. (a) The New Term Loan Commitment of the Initial Incremental Term Loan Lenders to make the Incremental Term Loan (such commitment, the “Incremental Term Loan Commitment”) is $450,000,000. Each Initial Incremental Term Loan Lender severally agrees to make an Incremental Term Loan to the Borrower on the Acquisition Closing Date in an aggregate amount up to but not exceeding the amount set opposite such Initial Incremental Term Loan Lender’s name on Schedule I attached hereto, subject to the terms hereof.
(b) On the date hereof, subject to the terms and conditions hereof, the Borrower may draw the Incremental Term Loan in the aggregate amount of $450,000,000 in one drawing (the " = "1" "" "" date of such drawing, the “Acquisition Closing Date”); provided the Incremental Term Loan Commitment shall be permanently reduced to zero after the making of the Incremental Term Loan. Any amount of the Incremental Term Loan borrowed and subsequently repaid or prepaid may not be reborrowed.
Incremental Term Loan Commitment. Borrower may make only one borrowing under the Amendment No. 3 Incremental Term Loan Commitments, which shall be on the Amendment No. 3 Effective Date. Any amount borrowed under this Section 2.01(b) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11, all amounts owed hereunder with respect to the Amendment No. 3 Incremental Term Loans shall be paid in full no later than the Term Maturity Date. The Amendment No. 3 Incremental Term Loan Commitment shall terminate immediately and without further action on the Amendment No. 3 Effective Date after giving effect to the funding of the Amendment No. 3 Incremental Term Loan Commitment on such date.
Incremental Term Loan Commitment. Each Lender having an Incremental Term Loan Commitment, severally and not jointly, hereby agrees, subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.”
Incremental Term Loan Commitment. The Incremental Term Lender hereby agrees to provide Incremental Term Loan Commitments and Incremental Term Loans on the Second Incremental Amendment Effective Date on the terms and conditions set forth herein and in the amount set forth opposite its name on Annex I attached hereto. Incremental Term Loans provided pursuant to this Second Incremental Amendment shall be subject to all of the terms and conditions set forth in the Amended Credit Agreement, including, without limitation, Section 2.12. Incremental Term Loans provided pursuant to this Second Incremental Amendment shall be Term B Loans and shall be subject to all the terms and conditions set forth in the Amended Credit Agreement.
Incremental Term Loan Commitment. Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Supplement and in reliance on the representations and warranties set forth herein and in the other Loan Documents, to make Incremental Term Loans to the Borrower, as specified in the applicable Incremental Term Loan Supplement, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.
Incremental Term Loan Commitment. Section 2.13(b)(i) of the Credit Agreement is deleted in its entirety and the following is substituted in lieu thereof:
Incremental Term Loan Commitment a. Lender hereby agrees to make, i. on the Fifth Amendment Effective Date, an Incremental Term Loan to Borrower in an aggregate principal amount of Fifty Million and No/100 Dollars ($50,000,000.00) (the “Primary Incremental Advance”), and
Incremental Term Loan Commitment. The Borrower may make only one borrowing under the Amendment No. 1 Incremental Term Loan Commitment, which shall be on the Amendment No. 1
Incremental Term Loan Commitment. For purposes of this definition, (i) the portion of the Letter of Credit Amount relating to the Letters of Credit issued by Rabobank and (ii) the aggregate principal amount of Swing Line Advances owing to the Swing Line Bank shall be considered to be owed to the Lenders ratably in accordance with their respective Revolving Commitments, except to the extent any such Lender shall have failed to purchase the participation in such Advance, in which case Rabobank shall retain the right to vote such amount.