Incremental Term Loan Facility. (a) Subject to the conditions set forth below, at any time prior to the Tranche A-1 Term Loan Maturity Date, the Borrower shall have the right, upon not less than fifteen (15) days' prior written notice (an "Incremental Term Loan Notification") to the Administrative Agent (which shall promptly advise each Lender of its receipt and the contents thereof) to request Incremental Term Loan Commitments under this Agreement. Such Incremental Term Loan Notification shall specify the applicable Incremental Term Loan Effective Date.
(b) Each Incremental Term Loan Commitment shall be obtained from existing Lenders or from other banks, financial institutions or Approved Funds that qualify as Purchasing Lender pursuant to Section 9.6 (each such other bank, financial institution or Approved Fund, a "New Term Lender" and, collectively with the existing Lenders providing an Incremental Term Loan Commitment with respect to such Incremental Term Loan, the "Incremental Term Loan Lenders"), in each case in accordance with this Section 2.6; provided that no existing Lender shall have any obligation to provide any portion of such Incremental Term Loan and the failure by any existing Lender to respond to an Incremental Term Loan Notification within ten (10) days of the Administrative Agent's receipt thereof shall be deemed to be a refusal of such request by such existing Lender.
(c) The following terms and conditions shall apply to each Incremental Term Loan:
(i) such Incremental Term Loan shall constitute Credit Party Obligations and shall be secured and guaranteed with the other Obligations on a pari passu basis;
(ii) the outstanding principal amount of all Incremental Term Loans plus the aggregate amount of all increases in the Revolving-1 Committed Amount pursuant to Section 2.1(e) shall not exceed $500,000,000 at any time;
(iii) the initial principal amount of each such Incremental Term Loan shall not be less than $100,000,000, or if less, the remaining amount permitted pursuant to clause (ii) above;
(iv) each Incremental Term Loan will mature and amortize in a manner reasonably acceptable to the Administrative Agent and the Incremental Term Loan Lenders making such Incremental Term Loan, but will not in any event have a shorter average life than the Tranche A-1 Term Loan or a maturity date earlier than the Tranche A-1 Term Loan Maturity Date;
(v) the Borrower shall, upon the request of any Incremental Term Loan Lender, execute such Incremental Term Loan Notes as are necess...
Incremental Term Loan Facility. See §2.2(a).
Incremental Term Loan Facility. The Lenders party hereto hereby agree to the addition of a new term loan facility in the form of a Term Loan Increase pursuant to, and in accordance with, Section 2.14A of the Credit Agreement.
Incremental Term Loan Facility. (i) An Incremental Term Loan Facility shall be on the terms and provisions set forth in Section 2.16(a) and this Section 2.16(g).
(ii) The notice from the Borrower pursuant to Section 2.16(a) in respect of an Incremental Term Loan Facility shall set forth the requested amount and proposed terms of the Incremental Term Loan Facility, subject to the provisions of Section2.16(g)
Incremental Term Loan Facility. The Borrower may approach any Lender or any Person that would constitute an Eligible Assignee to provide all or a portion of the requested increase; provided that (w) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Person approached shall become a Lender without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 10.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. At the time of sending its notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such Lenders).
Incremental Term Loan Facility. (i) In addition to Borrowings of Term B Loans pursuant to Section 2.01(b), at any time and from time to time so long as, before and after giving effect to any Loans under this Section 2.01(d), no Default shall have occurred and be continuing, the Borrower may, by notice to the Administrative Agent, request that one or more Persons (which may include any Lender) offer, in their sole discretion, to enter into commitments (“Incremental Term Commitments”) to make additional Term B Loans, which shall be used only to fund Permitted Acquisitions permitted under Section 7.02(f), in an aggregate principal amount not to exceed $20,000,000 (“Incremental Term Loans”); it being understood that the consent of the Administrative Agent to such Person becoming a Lender hereunder shall be required to the extent such consent would be required by Section 10.07(b) if such Person was an assignee of Term B Loans.
Incremental Term Loan Facility. With the prior consent of the Administrative Agent with respect to each increase effected pursuant to this Section 2.02 (which consent shall be in the sole discretion of the Administrative Agent) the Borrower and any one or more Lenders (including any Permitted Incremental Lender and, with the consent of the Administrative Agent, any other New Lenders) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Incremental Term Loans (each such loan facility, an “Incremental Term Loan Facility”) by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase, (ii) the applicable Increased Facility Closing Date, and (iii) the interest rate for such Incremental Term Loans. No Lender shall have any obligation to participate in any increase described in this Section 2.02 unless it agrees to do so in its sole discretion. Notwithstanding the foregoing:
Incremental Term Loan Facility. (a) Subject to the terms and conditions set forth herein and the Amended Credit Agreement, each of the Amendment No. 3 Term Lenders hereby (i) commits to provide Amendment No. 3 Term Loans to the Borrower in the amount of its Amendment No. 3 Term Commitment (as defined below), (ii) agrees, on the Amendment No. 3 Effective Date, to fund the Amendment No. 3 Term Loans to the Borrower in the amount set forth opposite such Amendment No. 3 Term Lender’s name on Schedule I hereto (as to each such Amendment No. 3 Term Lender, its “Amendment No. 3 First Funding Term Commitment” (for the avoidance of doubt, including the funding of the First Funding Exit Fee Escrowed Amount), and the term loans made by each Amendment No. 3 Term Lender in respect thereof, its “Amendment No. 3 First Funding Term Loans”), and (iii) agrees, on the Amendment No. 3 Second Funding Date, to fund the Amendment No. 3 Term Loans to the Borrower in the amount set forth opposite such Amendment No. 3 Term Lender’s name on Schedule II hereto (as to each such Amendment No. 3 Term Lender, its “Amendment No. 3 Second Funding Term Commitment” (for the avoidance of doubt, including the funding of the Second Funding Exit Fee Escrowed Amount), and the term loans made by each Amendment No. 3 Term Lender in respect thereof, its “Amendment No. 3 Second Funding Term Loans” and, the Amendment No. 3 First Funding Term Commitment, together with the Amendment No. 3 Second Funding Term Commitment, the “Amendment No. 3 Term Commitment”). The Amendment No. 3 First Funding Term Commitments will terminate in full upon the Amendment No. 3
Incremental Term Loan Facility. (a) The Borrower may, at any time, by written notice to the Administrative Agent, request that a portion of the available Additional Commitments permitted under Section 2.24 be designated as an incremental term loan (each, an “Incremental Term Loan Facility”) to be made available by the existing Lenders and/or Additional Incremental Term Loan Lenders, and to be effective as of the date specified in such notice (the “Incremental Term Loan Date”) specified in the related notice to Agent; provided, however, that in no event shall the amount of any Incremental Term Loan Facility be less than $25,000,000 or, when combined with any and all prior Incremental Term Loan Facilities and Additional Commitments, exceed $250,000,000. In no event shall any Lender be required to participate in any Incremental Term Loan Facility.
Incremental Term Loan Facility
