Incremental Term Loan Commitment. The effectiveness of this Agreement and the obligation of the Funding Incremental Term Loan Lender 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. 1 Effective Date”):
(a) no Default or Event of Default shall exist immediately before or immediately after giving effect to the proposed Borrowing contemplated hereby, the extensions of credit to be made on the Increased Amount Date and the application of the proceeds thereof;
(b) the Borrower shall be in pro forma compliance with (i) the covenant set forth in Section 7.11 of the Credit Agreement as of the last day of the most recently completed Measurement Period and as of the Increased Amount Date, (ii) a Consolidated Leverage Ratio not to exceed 6.50:1.00 as of the Increased Amount Date and (iii) a Senior Secured Leverage Ratio not to exceed 3.00:1.00 as of the Increased Amount Date;
(c) the representations and warranties of the Borrower and each other Loan Party contained in Section 10 of this Agreement, Article 5 of the Credit Agreement and each other Loan Document shall be true and correct in all material respects as of the Joinder Agreement No. 1 Effective Date to the same extent as though made as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided 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;
(d) substantially simultaneously with the funding of the Series A Incremental Term Loans under this Agreement, a portion of the proceeds thereof shall be used to repurchase (i) any and all of the Borrower’s outstanding 2024 Senior Notes and/or (ii) any and all of the Borrower’s outstanding 2025 8.00% Senior Notes, in each case which are validly tendered pursuant to tender offers previously initiated by the Borrower;
(e) all costs, fees, expenses (including, without limitation, reasonable and invoiced out-of-pocket legal fees and expenses and recording taxes and fees) and other compensation contemplated by that certain Engagement Letter, dated May 10, 2017, among the Borrower and the Arrangers and that certain Fee Letter, dated May 10, 2017, between ...
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 Borrower, in Dollars 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 Loans on the First 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 First 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 First 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. Pursuant to Section 2.19 of the Credit Agreement and effective as of the Effective Date (as defined below):
(a) The Additional Term Lender, as a Lender under the Credit Agreement, agrees that the aggregate principal amount of the Incremental Term Loan Commitment shall be $5,000,000; and
(b) The Credit Agreement is hereby amended as follows:
(i) As of the Effective Date, the aggregate principal amount of the Tranche B-2 Loans shall be increased by $5,000,000 and the Incremental Term Loans shall have the same terms as the Tranche B-2 Loans; and
(ii) As of the Effective Date, the “Tranche B-2 Loan” column included in Schedule 1.01(e) of the Credit Agreement is hereby amended and restated in its entirety as set forth on Schedule 1.01(e) to this Agreement.
Incremental Term Loan Commitment. By its execution of this Amendment, effective as of the Second Amendment Effective Date, the Incremental Term Loan Lender shall be a Lender for all purposes under the Credit Agreement and shall fund the Incremental Term Loan in accordance with the Credit Agreement and this Amendment. Following the Incremental Term Loan Lender’s funding of the Incremental Term Loan Commitment pursuant to the Credit Agreement and this Amendment, the Incremental Term Loan Lender’s commitment shall irrevocably terminate and the Borrower will have no further right to request any Term Loans from any Lender under the Credit Agreement.
Incremental Term Loan Commitment. Subject to Section 2.1(h), on the effective date of the Incremental Term Loan Lender Joinder Agreement, each Incremental Term Loan Lender severally agrees to make its portion of a term loan (the "Incremental Term Loan") in a single advance to the Borrower in the amount of its respective Incremental Term Loan Commitment as set forth in the Incremental Term Loan Lender Joinder Agreement; provided, however, that after giving effect to such advances, the aggregate principal amount of the Incremental Term Loan shall not exceed the aggregate amount of the Incremental Term Loan Commitments of the Incremental Term Loan Lenders. Amounts repaid on the Incremental Term Loan may not be reborrowed. The Incremental Term Loan may consist of Base Rate Loans, Eurodollar Rate Loans, or a combination thereof, as the Borrower may request.
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
