Incremental Term Loans and Incremental Revolving Commitments. (a) The Borrower may at any time or from time to time after the Effective Date, by written notice delivered to the Administrative Agent request (i) one or more additional Classes of term loans or additional term loans of the same Class of any existing Class of term loans (other than Term B-2 Loans), including Term A Loans, Term B-1 Loans or Term B-3 Loans (the “Incremental Term Loans”); provided that Incremental Term Loans denominated in euro shall only be provided as additional term loans of the same Class as the Term B-1 Euro Loans, (ii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment”) or (iii) one or more additional Classes of revolving credit commitments (the “Additional/Replacement Revolving Commitments,” and, together with the Incremental Term Loans and the Incremental Revolving Commitments, the “Incremental Facilities”); provided that, both at the time of any such request and after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Term Loan, Incremental Revolving Commitment or Additional/Replacement Revolving Commitment is made or effected, no Event of Default under clause (a), (b), (h) or (i) of Section 7.01 (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, which shall be subject to the Limited Condition Acquisition Proviso, and if otherwise agreed to by the Lenders providing such Incremental Facilities, customary “Sungard” or “certain funds” conditionality) shall have occurred and be continuing. Notwithstanding anything to contrary herein, the sum of (i) the amount of all Incremental Facilities and (ii) the aggregate principal amount of Incremental Equivalent Debt incurred after the Effective Date shall not at the time of (and immediately after giving effect to) incurrence of any such Incremental Facility or Incremental Equivalent Debt exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrower and the arranger of such Incremental Facility otherwise agree); provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. Each Incremental Facility shall be in a minimum principal amount of €10,000,000 and integral multiples of €1,000,000 in excess thereof if such Incremental Facilities are denominated in euro (unless the Borrower and the arranger of such Incremental Facility otherwise agree); provided that such amount may be less than €10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. (i) The Incremental Term Loans (i) shall (x) rank equal in right of payment with the applicable Term Loans (or be subordinated if agreed by the Lenders providing such Incremental Term Loans), (y) be secured only by the Collateral securing the Loan Document Obligations (or less Collateral as may be agreed by the Lenders providing such Incremental Term Loans) and on a pari passu basis with the Liens securing the Secured Obligations and (z) only be guaranteed by the Loan Parties, (ii) shall not mature earlier than the Latest Maturity Date of the then outstanding Term A Loans, Term B-1 Loans or Term B-3 Loans as applicable, (iii) shall not have a shorter Weighted Average Life to Maturity than the longest remaining Weighted Average Life to Maturity of the then outstanding Term A Loans, Term B-1 Loans or Term B-3 Loans as applicable, (iv) shall have a maturity date (subject to clause (ii)), an amortization schedule (subject to clause (iii)), and interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums for the Incremental Term Loans as determined by the Borrower Parties and the lenders of the Incremental Term Loans; provided that, prior to the 24-month anniversary of the Effective Date, in the event that the Effective Yield for any Incremental Term Loans is greater than the Effective Yield for the Term Loans by more than 0.50% per annum, then the Effective Yield for the Term Loans shall be increased to the extent necessary so that the Effective Yield for the Term Loans is equal to the Effective Yield for the Incremental Term Loans minus 0.50% per annum (provided that the “LIBOR floor” applicable to the outstanding Term Loans shall be increased to an amount not to exceed the “LIBOR floor” applicable to such Incremental Term Loans prior to any increase in the Applicable Rate applicable to such Term Loans then outstanding); and (v) may otherwise have terms and conditions different from those of the Term A Loans, Term B-1 Loans or Term B-3 Loans as applicable (including currency denomination); provided that (x) except with respect to matters contemplated by clauses (ii), (iii) and (iv) above, any differences shall be in consultation with the Administrative Agent (except for (1) provisions applicable only to the periods after the Latest Maturity Date in existence immediately prior to giving effect to such Incremental Term Loans and (2) terms that are more favorable to the existing Lenders than the comparable terms in the existing Loan Documents, in which case such terms may be incorporated into this Agreement (or any other applicable Loan Document) for the benefit of all existing Lenders (to the extent applicable to such Lender) without further amendment or consent requirements (it being understood that at the option of the Borrower, any increase in the applicable margin relating to the existing Term A Facility, the existing Term B-1 Facility or the existing Term B-3 Facility, as applicable, may be made to bring such provisions in line with the Incremental Term Loans to achieve fungibility)) and (y) the documentation governing any Incremental Term Loans may include a financial maintenance covenant, it being understood that, to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Loan, no consent shall be required from the Administrative Agent or any of the existing Lenders to the extent that such financial maintenance covenant is (1) also added for the benefit of any existing Term Loans or (2) only applicable after the Latest Maturity Date in effect immediately prior to giving effect to such Incremental Term Loan. (ii) The Incremental Revolving Commitments shall be treated the same as the Class of Revolving Commitments being increased (including with respect to maturity date thereof) and shall be considered to be part of the Class of Revolving Credit Facility being increased (it being understood that, if required to consummate the provision of Incremental Revolving Commitments, the pricing, interest rate margins, rate floors and undrawn commitment fees on the Class of Revolving Commitments being increased may be increased and additional upfront or similar fees may be payable to the lenders providing the Incremental Revolving Commitments (without any requirement to pay such fees to any existing Revolving Lenders)). (iii) The Additional/Replacement Revolving Commitments (i) shall (x) rank equal in right of payment with the Revolving Loans (or be subordinated if agreed by the Lenders providing such Additional/Replacement Revolving Commitments), (y) be secured only by the Collateral securing the Secured Obligations (or less Collateral as may be agreed by the Lenders providing such Additional/Replacement Revolving Commitments) and on a pari passu basis with the Liens securing the Secured Obligations and (z) only be guaranteed by the Loan Parties, (ii) shall not mature earlier than the Revolving Maturity Date and shall require no mandatory commitment reduction prior to the Revolving Maturity Date, (iii) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, undrawn commitment fees, funding discounts, original issue discounts, prepayment terms and premiums and commitment reduction and termination terms as determined by the Borrower and the lenders of such commitments, (iv) shall contain borrowing, repayment and termination of Commitment procedures as determined by the Borrower and the lenders of such commitments, (v) may include provisions relating to letters of credit, as applicable, issued thereunder, which issuances shall be on terms substantially similar (except for the overall size of such subfacilities, the fees payable in connection therewith and the identity of the letter of credit issuer, as applicable, which shall be determined by the Borrower, the lenders of such commitments and the applicable letter of credit issuers and borrowing, repayment and termination of commitment procedures with respect thereto, in each case which shall be specified in the applicable Incremental Facility Amendment) to the terms relating to the Letters of Credit with respect to the applicable Class of Revolving Commitments or otherwise reasonably acceptable to the Administrative Agent and (vi) may otherwise have terms and conditions different from those of the Revolving Credit Facility (including currency denomination); provided that (x) except with respect to matters contemplated by clauses (ii), (iii), (iv) and (v) above, any differences shall be reasonably satisfactory to the Administrative Agent (except for covenants and other provisions applicable only to the periods after the Latest Maturity Date) and (y) the documentation governing any Additional/Replacement Revolving Commitments may include financial maintenance covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such financial maintenance covenant for the benefit of each facility (provided, further, however, that, if the applicable new financial maintenance covenant is a “springing” financial maintenance covenant for the benefit of such revolving credit facility or covenant only applicable to, or for the benefit of, a revolving credit facility, such financial maintenance covenant shall be automatically included in this Agreement only for the benefit of each revolving credit facility hereunder (and not for the benefit of any term loan facility hereunder)). (c) Each notice from Holdings or the Borrower pursuant to this Section 2.20 shall be given in writing and shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans, Incremental Revolving Commitments or Additional/Replacement Revolving Commitments. (d) Commitments in respect of Incremental Term Loans, Incremental Revolving Commitments and Additional/Replacement Revolving Commitments shall become Commitments (or in the case of an Incremental Revolving Commitment to be provided by an existing Lender with a Revolving Commitment, an increase in such Lender’s applicable Revolving Commitment) under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, Safari (solely to the extent on or after the Collateral and Guarantee Release Date) and each Additional Lender party thereto. For the avoidance of doubt, no existing Lender shall be required to provide any portion of any Incremental Facility. Incremental Term Loans and loans under Incremental Revolving Commitments and Additional/Replacement Revolving Commitments shall be a “Loan” for all purposes of this Agreement and the other Loan Documents. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the arranger providing such Incremental Facility and the Borrower, in consultation with the Administrative Agent, to effect the provisions of this Section 2.20 (including, in connection with an Incremental Revolving Commitment, to reallocate Revolving Credit Exposure on a pro rata basis among the relevant Revolving Lenders). The effectiveness of any Incremental Facility Amendment and the occurrence of any credit event (including the making (but not the conversion or continuation) of a Loan and the issuance, increase in the amount, or extension of a Letter of Credit thereunder) pursuant to such Incremental Facility Amendment shall be subject to the satisfaction of such conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans, loans made in respect of Incremental Revolving Commitments and loans made in respect of Additional/Replacement Revolving Commitments for any purpose not prohibited by this Agreement. (e) Notwithstanding anything to the contrary, this Section 2.20 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.
Appears in 1 contract
Samples: Third Amendment (Broadcom LTD)
Incremental Term Loans and Incremental Revolving Commitments. (a) The Borrower may at any time or from time to time after the Effective Date, by written notice delivered to the Administrative Agent request (i) one or more additional Classes of term loans or additional term loans of the same Class of any existing Class of term loans (other than Term B-2 Loans), including Term A Loans, Term B-1 Loans or Term B-3 Loans (the “Incremental Term Loans”); provided that Incremental Term Loans denominated in euro shall only be provided as additional term loans of the same Class as the Term B-1 Euro Loans, (ii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment”) or (iii) one or more additional Classes of revolving credit commitments (the “Additional/Replacement Revolving Commitments,” and, together with the Incremental Term Loans and the Incremental Revolving Commitments, the “Incremental Facilities”); provided that, both at the time of any such request and after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Term Loan, Incremental Revolving Commitment or Additional/Replacement Revolving Commitment is made or effected, no Event of Default under clause (a)or, (b), (h) or (i) of Section 7.01 (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, which no Event of Default under clause (a), (b), (h) or (i) of Section 7.01) shall have occurred and be subject to continuing unless, in connection with a Permitted Acquisition or another Investment not prohibited by the Limited Condition Acquisition Provisoterms of this Agreement, and if customary “Sungard” or “certain funds” conditionality is otherwise agreed to by the Lenders providing such Incremental Facilities, customary “Sungard” or “certain funds” conditionality) shall have occurred and be continuing. Notwithstanding anything to contrary herein, the sum of (i) the aggregate principal amount of all the Incremental Facilities Facilities, and (ii) the aggregate principal amount of Incremental Equivalent Debt incurred after the Effective Date shall not at the time of (and immediately after giving effect to) incurrence of any such Incremental Facility or Incremental Equivalent Debt (and after giving effect to such incurrence) exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrower and the arranger of such Incremental Facility Administrative Agent otherwise agree); provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. Each Incremental Facility shall be in a minimum principal amount of €10,000,000 and integral multiples of €1,000,000 in excess thereof if such Incremental Facilities are denominated in euro (unless the Borrower and the arranger of such Incremental Facility otherwise agree); provided that such amount may be less than €10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.
(i) The Incremental Term Loans (i) shall (x) rank equal in right of payment with the applicable Term Loans (or be subordinated if agreed by the Lenders providing such Incremental Term Loans), (y) be secured only by the Collateral securing the Loan Document Obligations (or less Collateral as may be agreed by the Lenders providing such Incremental Term Loans) and on a pari passu basis with the Liens securing the Secured Obligations and (z) only be guaranteed by the Loan Parties, (ii) shall not mature earlier than the Latest Term Maturity Date of the then outstanding Term A Loans, Term B-1 Loans or Term B-3 Loans as applicableDate, (iii) shall not have a shorter Weighted Average Life to Maturity than the longest remaining Weighted Average Life to Maturity of the then outstanding Term A Loans, Term B-1 Loans or Term B-3 Loans as applicable, (iv) shall have a maturity date (subject to clause (ii)), an amortization schedule (subject to clause (iii)), and interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums for the Incremental Term Loans as determined by the Borrower Parties and the lenders of the Incremental Term Loans; provided that, prior to the 24-month anniversary of the Effective Date, in the event that the Effective Yield for any Incremental Term Loans is greater than the Effective Yield for the Term Loans by more than 0.50% per annum, then the Effective Yield for the Term Loans shall be increased to the extent necessary so that the Effective Yield for the Term Loans is equal to the Effective Yield for the Incremental Term Loans minus 0.50% per annum (provided that the “LIBOR floor” applicable to the outstanding Term Loans shall be increased to an amount not to exceed the “LIBOR floor” applicable to such Incremental Term Loans prior to any increase in the Applicable Rate applicable to such Term Loans then outstanding); and (v) may otherwise have terms and conditions different from those of the Term A Loans, Term B-1 Loans or Term B-3 Loans as applicable (including currency denomination); provided that (x) except with respect to matters contemplated by clauses (ii), (iii) and (iv) above, any differences shall be in consultation with reasonably satisfactory to the Administrative Agent (except for (1) covenants and other provisions applicable only to the periods after the Latest Maturity Date in existence immediately prior to giving effect to such Incremental Term Loans and (2) terms that are more favorable to the existing Lenders than the comparable terms in the existing Loan Documents, in which case such terms may be incorporated into this Agreement (or any other applicable Loan Document) for the benefit of all existing Lenders (to the extent applicable to such Lender) without further amendment or consent requirements (it being understood that at the option of the Borrower, any increase in the applicable margin relating to the existing Term A Facility, the existing Term B-1 Facility or the existing Term B-3 Facility, as applicable, may be made to bring such provisions in line with the Incremental Term Loans to achieve fungibility)Date) and (y) the documentation governing any Incremental Term Loans may include a financial maintenance covenant, it being understood that, to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Loan, no consent shall be required from the Administrative Agent or any of the existing Term Lenders to the extent that such financial maintenance covenant is (1) also added for the benefit of any existing Term Loans or (2) only applicable after the Latest Maturity Date in effect immediately prior to giving effect to such Incremental Term LoanDate.
(ii) The Incremental Revolving Commitments shall be treated the same as the Class of Revolving Commitments being increased (including with respect to maturity date thereof) and shall be considered to be part of the Class of Revolving Credit Facility being increased (it being understood that, if required to consummate the provision of Incremental Revolving Commitments, the pricing, interest rate margins, rate floors and undrawn commitment fees on the Class of Revolving Commitments being increased may be increased and additional upfront or similar fees may be payable to the lenders providing the Incremental Revolving Commitments (without any requirement to pay such fees to any existing Revolving Lenders)).
(iii) The Additional/Replacement Revolving Commitments (i) shall (x) rank equal in right of payment with the Revolving Loans (or be subordinated if agreed by the Lenders providing such Additional/Replacement Revolving Commitments)Loans, (y) be secured only by the Collateral securing the Secured Obligations (or less Collateral as may be agreed by the Lenders providing such Additional/Replacement Revolving Commitments) and on a pari passu basis with the Liens securing the Secured Obligations and (z) only be guaranteed by the Loan Parties, (ii) shall not mature earlier than the Revolving Maturity Date and shall require no mandatory commitment reduction prior to the Revolving Maturity Date, (iii) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, undrawn commitment fees, funding discounts, original issue discounts, prepayment terms and premiums and commitment reduction and termination terms as determined by the Borrower and the lenders of such commitments; provided that, prior to the 24-month anniversary of the Effective Date, in the event that the Effective Yield for the loans in respect of any Additional/Replacement Revolving Commitments is greater than the Effective Yield for the Revolving Loans by more than 0.50% per annum, then the Effective Yield for the Revolving Loans shall be increased to the extent necessary so that the Effective Yield for the Revolving Loans is equal to the Effective Yield for the loans in respect of the Additional/Replacement Revolving Commitments minus 0.50% per annum, (iv) shall contain borrowing, repayment and termination of Commitment procedures as determined by the Borrower and the lenders of such commitments, (v) may include provisions relating to letters of credit, as applicable, issued thereunder, which issuances shall be on terms substantially similar (except for the overall size of such subfacilities, the fees payable in connection therewith and the identity of the letter of credit issuer, as applicable, which shall be determined by the Borrower, the lenders of such commitments and the applicable letter of credit issuers and borrowing, repayment and termination of commitment procedures with respect thereto, in each case which shall be specified in the applicable Incremental Facility Amendment) to the terms relating to the Letters of Credit with respect to the applicable Class of Revolving Commitments or otherwise reasonably acceptable to the Administrative Agent and (vi) may otherwise have terms and conditions different from those of the Revolving Credit Facility (including currency denomination); provided that (x) except with respect to matters contemplated by clauses (ii), (iii), (iv) and (v) above, any differences shall be reasonably satisfactory to the Administrative Agent (except for covenants and other provisions applicable only to the periods after the Latest Maturity Date) and (y) the documentation governing any Additional/Replacement Revolving Commitments may include financial maintenance covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such financial maintenance covenant for the benefit of each facility (provided, further, however, that, if the applicable new financial maintenance covenant is a “springing” financial maintenance covenant for the benefit of such revolving credit facility or covenant only applicable to, or for the benefit of, a revolving credit facility, such financial maintenance covenant shall be automatically included in this Agreement only for the benefit of each revolving credit facility hereunder (and not for the benefit of any term loan facility hereunder)).
(c) Each notice from Holdings or the Borrower pursuant to this Section 2.20 shall be given in writing and shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans, Incremental Revolving Commitments or Additional/Replacement Revolving Commitments.
(d) Commitments in respect of Incremental Term Loans, Incremental Revolving Commitments and Additional/Replacement Revolving Commitments shall become Commitments (or in the case of an Incremental Revolving Commitment to be provided by an existing Lender with a Revolving Commitment, an increase in such Lender’s applicable Revolving Commitment) under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, Safari (solely to the extent on or after the Collateral and Guarantee Release Date) and each Additional Lender, and the Administrative Agent; provided that the Administrative Agent, the Issuing Banks and the Swingline Lenders shall have consent rights over any Lender party theretoproviding Incremental Revolving Commitments or Additional/Replacement Revolving Commitments. For the avoidance of doubt, no existing Lender shall be required to provide any portion of any Incremental Facility. Incremental Term Loans and loans under Incremental Revolving Commitments and Additional/Replacement Revolving Commitments shall be a “Loan” for all purposes of this Agreement and the other Loan Documents. The Incremental Facility Amendment may, subject to Section 2.14(c), without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the arranger providing such Incremental Facility Administrative Agent and the Borrower, in consultation with the Administrative Agent, to effect the provisions of this Section 2.20 (including, in connection with an Incremental Revolving Commitment, to reallocate Revolving Credit Exposure on a pro rata basis among the relevant Revolving Lenders). The effectiveness of any Incremental Facility Amendment and the occurrence of any credit event (including the making (but not the conversion or continuation) of a Loan and the issuance, increase in the amount, or extension of a Letter of Credit thereunder) pursuant to such Incremental Facility Amendment shall be subject to the satisfaction of such conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans, loans made in respect of Incremental Revolving Commitments and loans made in respect of Additional/Replacement Revolving Commitments for any purpose not prohibited by this Agreement.
(e) Notwithstanding anything to the contrary, this Section 2.20 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.
Appears in 1 contract
Incremental Term Loans and Incremental Revolving Commitments. (a) The Borrower may at any time or from time to time after the Effective Date, by written notice delivered to the Administrative Agent request (i) one or more additional Classes of term loans or additional term loans of the same Class of any existing Class of term loans (other than Term B-2 Loans), including Term A Loans, Term B-1 Loans or Term B-3 Loans (the “Incremental Term Loans”); provided that Incremental Term Loans denominated in euro shall only be provided as additional term loans of the same Class as the Term B-1 Euro Loans, (ii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment”) or (iii) one or more additional Classes of revolving credit commitments (the “Additional/Replacement Revolving Commitments,” and, together with the Incremental Term Loans and the Incremental Revolving Commitments, the “Incremental Facilities”); provided that, both at the time of any such request and after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Term Loan, Incremental Revolving Commitment or Additional/Replacement Revolving Commitment is made or effected, no Event of Default under clause (a), (b), (h) or (i) of Section 7.01 (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, which shall be subject to the Limited Condition Acquisition Proviso, and if otherwise agreed to by the Lenders providing such Incremental Facilities, customary “Sungard” or “certain funds” conditionality) shall have occurred and be continuing. Notwithstanding anything to contrary herein, the sum of (i) the amount of all Incremental Facilities and (ii) the aggregate principal amount of Incremental Equivalent Debt incurred after the Effective Date shall not at the time of (and immediately after giving effect to) incurrence of any such Incremental Facility or Incremental Equivalent Debt exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrower and the arranger of such Incremental Facility otherwise agree); provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. Each Incremental Facility shall be in a minimum principal amount of €10,000,000 and integral multiples of €1,000,000 in excess thereof if such Incremental Facilities are denominated in euro (unless the Borrower and the arranger of such Incremental Facility otherwise agree); provided that such amount may be less than €10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.
(i) The Incremental Term Loans (i) shall (x) rank equal in right of payment with the applicable Term Loans (or be subordinated if agreed by the Lenders providing such Incremental Term Loans), (y) be secured only by the Collateral securing the Loan Document Obligations (or less Collateral as may be agreed by the Lenders providing such Incremental Term Loans) and on a pari passu basis with the Liens securing the Secured Obligations and (z) only be guaranteed by the Loan Parties, (ii) shall not mature earlier than the Latest Maturity Date of the then outstanding Term A Loans, Term B-1 Loans or Term B-3 Loans as applicable, (iii) shall not have a shorter Weighted Average Life to Maturity than the longest remaining Weighted Average Life to Maturity of the then outstanding Term A Loans, Term B-1 Loans or Term B-3 Loans as applicable, (iv) shall have a maturity date (subject to clause (ii)), an amortization schedule (subject to clause (iii)), and interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums for the Incremental Term Loans as determined by the Borrower Parties and the lenders of the Incremental Term Loans; provided that, prior to the 24-month anniversary of the Effective Date, in the event that the Effective Yield for any Incremental Term Loans is greater than the Effective Yield for the Term Loans by more than 0.50% per annum, then the Effective Yield for the Term Loans shall be increased to the extent necessary so that the Effective Yield for the Term Loans is equal to the Effective Yield for the Incremental Term Loans minus 0.50% per annum (provided that the “LIBOR floor” applicable to the outstanding Term Loans shall be increased to an amount not to exceed the “LIBOR floor” applicable to such Incremental Term Loans prior to any increase in the Applicable Rate applicable to such Term Loans then outstanding); and (v) may otherwise have terms and conditions different from those of the Term A Loans, Term B-1 Loans or Term B-3 Loans as applicable (including currency denomination); provided that (x) except with respect to matters contemplated by clauses (ii), (iii) and (iv) above, any differences shall be in consultation with the Administrative Agent (except for (1) provisions applicable only to the periods after the Latest Maturity Date in existence immediately prior to giving effect to such Incremental Term Loans and (2) terms that are more favorable to the existing Lenders than the comparable terms in the existing Loan Documents, in which case such terms may be incorporated into this Agreement (or any other applicable Loan Document) for the benefit of all existing Lenders (to the extent applicable to such Lender) without further amendment or consent requirements (it being understood that at the option of the Borrower, any increase in the applicable margin relating to the existing Term A Facility, the existing Term B-1 Facility or the existing Term B-3 Facility, as applicable, may be made to bring such provisions in line with the Incremental Term Loans to achieve fungibility)) and (y) the documentation governing any Incremental Term Loans may include a financial maintenance covenant, it being understood that, to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Loan, no consent shall be required from the Administrative Agent or any of the existing Lenders to the extent that such financial maintenance covenant is (1) also added for the benefit of any existing Term Loans or (2) only applicable after the Latest Maturity Date in effect immediately prior to giving effect to such Incremental Term Loan.
(ii) The Incremental Revolving Commitments shall be treated the same as the Class of Revolving Commitments being increased (including with respect to maturity date thereof) and shall be considered to be part of the Class of Revolving Credit Facility being increased (it being understood that, if required to consummate the provision of Incremental Revolving Commitments, the pricing, interest rate margins, rate floors and undrawn commitment fees on the Class of Revolving Commitments being increased may be increased and additional upfront or similar fees may be payable to the lenders providing the Incremental Revolving Commitments (without any requirement to pay such fees to any existing Revolving Lenders)).
(iii) The Additional/Replacement Revolving Commitments (i) shall (x) rank equal in right of payment with the Revolving Loans (or be subordinated if agreed by the Lenders providing such Additional/Replacement Revolving Commitments), (y) be secured only by the Collateral securing the Secured Obligations (or less Collateral as may be agreed by the Lenders providing such Additional/Replacement Revolving Commitments) and on a pari passu basis with the Liens securing the Secured Obligations and (z) only be guaranteed by the Loan Parties, (ii) shall not mature earlier than the Revolving Maturity Date and shall require no mandatory commitment reduction prior to the Revolving Maturity Date, (iii) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, undrawn commitment fees, funding discounts, original issue discounts, prepayment terms and premiums and commitment reduction and termination terms as determined by the Borrower and the lenders of such commitments, (iv) shall contain borrowing, repayment and termination of Commitment procedures as determined by the Borrower and the lenders of such commitments, (v) may include provisions relating to letters of credit, as applicable, issued thereunder, which issuances shall be on terms substantially similar (except for the overall size of such subfacilities, the fees payable in connection therewith and the identity of the letter of credit issuer, as applicable, which shall be determined by the Borrower, the lenders of such commitments and the applicable letter of credit issuers and borrowing, repayment and termination of commitment procedures with respect thereto, in each case which shall be specified in the applicable Incremental Facility Amendment) to the terms relating to the Letters of Credit with respect to the applicable Class of Revolving Commitments or otherwise reasonably acceptable to the Administrative Agent and (vi) may otherwise have terms and conditions different from those of the Revolving Credit Facility (including currency denomination); provided that (x) except with respect to matters contemplated by clauses (ii), (iii), (iv) and (v) above, any differences shall be reasonably satisfactory to the Administrative Agent (except for covenants and other provisions applicable only to the periods after the Latest Maturity Date) and (y) the documentation governing any Additional/Replacement Revolving Commitments may include financial maintenance covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such financial maintenance covenant for the benefit of each facility (provided, further, however, that, if the applicable new financial maintenance covenant is a “springing” financial maintenance covenant for the benefit of such revolving credit facility or covenant only applicable to, or for the benefit of, a revolving credit facility, such financial maintenance covenant shall be automatically included in this Agreement only for the benefit of each revolving credit facility hereunder (and not for the benefit of any term loan facility hereunder)).
(c) Each notice from Holdings or the Borrower pursuant to this Section 2.20 shall be given in writing and shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans, Incremental Revolving Commitments or Additional/Replacement Revolving Commitments.
(d) Commitments in respect of Incremental Term Loans, Incremental Revolving Commitments and Additional/Replacement Revolving Commitments shall become Commitments (or in the case of an Incremental Revolving Commitment to be provided by an existing Lender with a Revolving Commitment, an increase in such Lender’s applicable Revolving Commitment) under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, Safari (solely to the extent on or after the Collateral and Guarantee Release Date) Borrower and each Additional Lender party thereto. For the avoidance of doubt, no existing Lender shall be required to provide any portion of any Incremental Facility. Incremental Term Loans and loans under Incremental Revolving Commitments and Additional/Replacement Revolving Commitments shall be a “Loan” for all purposes of this Agreement and the other Loan Documents. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the arranger providing such Incremental Facility and the Borrower, in consultation with the Administrative Agent, to effect the provisions of this Section 2.20 (including, in connection with an Incremental Revolving Commitment, to reallocate Revolving Credit Exposure on a pro rata basis among the relevant Revolving Lenders). The effectiveness of any Incremental Facility Amendment and the occurrence of any credit event (including the making (but not the conversion or continuation) of a Loan and the issuance, increase in the amount, or extension of a Letter of Credit thereunder) pursuant to such Incremental Facility Amendment shall be subject to the satisfaction of such conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans, loans made in respect of Incremental Revolving Commitments and loans made in respect of Additional/Replacement Revolving Commitments for any purpose not prohibited by this Agreement.
(e) Notwithstanding anything to the contrary, this Section 2.20 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.
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Incremental Term Loans and Incremental Revolving Commitments. (a) The Borrower may at any time or from time to time after the Effective Date, by written notice delivered to the Administrative Agent request (i) one or more additional Classes of term loans or additional term loans of the same Class of any existing Class of term loans (other than Term B-2 Loans), including Term A Loans, Term B-1 Loans or Term B-3 B-1 Loans (the “Incremental Term Loans”); provided that Incremental Term Loans denominated in euro shall only be provided as additional term loans of the same Class as the Term B-1 Euro Loans, (ii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, an “Incremental Revolving Commitment”) or (iii) one or more additional Classes of revolving credit commitments (the “Additional/Replacement Revolving Commitments,” and, together with the Incremental Term Loans and the Incremental Revolving Commitments, the “Incremental Facilities”); provided that, both at the time of any such request and after giving effect to the effectiveness of any Incremental Facility Amendment referred to below and at the time that any such Incremental Term Loan, Incremental Revolving Commitment or Additional/Replacement Revolving Commitment is made or effected, no Event of Default under clause (a), (b), (h) or (i) of Section 7.01 (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition or other Investment not prohibited by the terms of this Agreement, which shall be subject to the Limited Condition Acquisition Proviso, and if otherwise agreed to by the Lenders providing such Incremental Facilities, customary “Sungard” or “certain funds” conditionality) shall have occurred and be continuing. Notwithstanding anything to contrary herein, the sum of (i) the amount of all Incremental Facilities and (ii) the aggregate principal amount of Incremental Equivalent Debt incurred after the Effective Date shall not at the time of (and immediately after giving effect to) incurrence of any such Incremental Facility or Incremental Equivalent Debt exceed the Incremental Cap at such time. Each Incremental Facility shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof if such Incremental Facilities are denominated in dollars (unless the Borrower and the arranger of such Incremental Facility otherwise agree); provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. Each Incremental Facility shall be in a minimum principal amount of €10,000,000 and integral multiples of €1,000,000 in excess thereof if such Incremental Facilities are denominated in euro (unless the Borrower and the arranger of such Incremental Facility otherwise agree); provided that such amount may be less than €10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above.
(i) The Incremental Term Loans (i) shall (x) rank equal in right of payment with the applicable Term Loans (or be subordinated if agreed by the Lenders providing such Incremental Term Loans), (y) be secured only by the Collateral securing the Loan Document Obligations (or less Collateral as may be agreed by the Lenders providing such Incremental Term Loans) and on a pari passu basis with the Liens securing the Secured Obligations and (z) only be guaranteed by the Loan Parties, (ii) shall not mature earlier than the Latest Maturity Date of the then outstanding Term A Loans, Term B-1 Loans or Term B-3 Loans B-1 Loans, as applicable, (iii) shall not have a shorter Weighted Average Life to Maturity than the longest remaining Weighted Average Life to Maturity of the then outstanding Term A Loans, Term B-1 Loans or Term B-3 Loans B-1 Loans, as applicable, (iv) shall have a maturity date (subject to clause (ii)), an amortization schedule (subject to clause (iii)), and interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums for the Incremental Term Loans as determined by the Borrower Parties and the lenders of the Incremental Term Loans; provided that, prior to the 24-month anniversary of the Effective Date, in the event that the Effective Yield for any Incremental Term Loans is greater than the Effective Yield for the Term Loans by more than 0.50% per annum, then the Effective Yield for the Term Loans shall be increased to the extent necessary so that the Effective Yield for the Term Loans is equal to the Effective Yield for the Incremental Term Loans minus 0.50% per annum (provided that the “LIBOR floor” applicable to the outstanding Term Loans shall be increased to an amount not to exceed the “LIBOR floor” applicable to such Incremental Term Loans prior to any increase in the Applicable Rate applicable to such Term Loans then outstanding); and (v) may otherwise have terms and conditions different from those of the Term A Loans or the Term B-1 Loans, Term B-1 Loans or Term B-3 Loans as applicable (including currency denomination); provided that (x) except with respect to matters contemplated by clauses (ii), (iii) and (iv) above, any differences shall be in consultation with the Administrative Agent (except for (1) provisions applicable only to the periods after the Latest Maturity Date in existence immediately prior to giving effect to such Incremental Term Loans and (2) terms that are more favorable to the existing Lenders than the comparable terms in the existing Loan Documents, in which case such terms may be incorporated into this Agreement (or any other applicable Loan Document) for the benefit of all existing Lenders (to the extent applicable to such Lender) without further amendment or consent requirements (it being understood that at the option of the Borrower, any increase in the applicable margin relating to the existing Term A Facility, the existing Term B-1 Facility or the existing Term B-3 B-1 Facility, as applicable, may be made to bring such provisions in line with the Incremental Term Loans to achieve fungibility)) and (y) the documentation governing any Incremental Term Loans may include a financial maintenance covenant, it being understood that, to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Loan, no consent shall be required from the Administrative Agent or any of the existing Lenders to the extent that such financial maintenance covenant is (1) also added for the benefit of any existing Term Loans or (2) only applicable after the Latest Maturity Date in effect immediately prior to giving effect to such Incremental Term Loan.
(ii) The Incremental Revolving Commitments shall be treated the same as the Class of Revolving Commitments being increased (including with respect to maturity date thereof) and shall be considered to be part of the Class of Revolving Credit Facility being increased (it being understood that, if required to consummate the provision of Incremental Revolving Commitments, the pricing, interest rate margins, rate floors and undrawn commitment fees on the Class of Revolving Commitments being increased may be increased and additional upfront or similar fees may be payable to the lenders providing the Incremental Revolving Commitments (without any requirement to pay such fees to any existing Revolving Lenders)).
(iii) The Additional/Replacement Revolving Commitments (i) shall (x) rank equal in right of payment with the Revolving Loans (or be subordinated if agreed by the Lenders providing such Additional/Replacement Revolving Commitments), (y) be secured only by the Collateral securing the Secured Obligations (or less Collateral as may be agreed by the Lenders providing such Additional/Replacement Revolving Commitments) and on a pari passu basis with the Liens securing the Secured Obligations and (z) only be guaranteed by the Loan Parties, (ii) shall not mature earlier than the Revolving Maturity Date and shall require no mandatory commitment reduction prior to the Revolving Maturity Date, (iii) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, undrawn commitment fees, funding discounts, original issue discounts, prepayment terms and premiums and commitment reduction and termination terms as determined by the Borrower and the lenders of such commitments, (iv) shall contain borrowing, repayment and termination of Commitment procedures as determined by the Borrower and the lenders of such commitments, (v) may include provisions relating to letters of credit, as applicable, issued thereunder, which issuances shall be on terms substantially similar (except for the overall size of such subfacilities, the fees payable in connection therewith and the identity of the letter of credit issuer, as applicable, which shall be determined by the Borrower, the lenders of such commitments and the applicable letter of credit issuers and borrowing, repayment and termination of commitment procedures with respect thereto, in each case which shall be specified in the applicable Incremental Facility Amendment) to the terms relating to the Letters of Credit with respect to the applicable Class of Revolving Commitments or otherwise reasonably acceptable to the Administrative Agent and (vi) may otherwise have terms and conditions different from those of the Revolving Credit Facility (including currency denomination); provided that (x) except with respect to matters contemplated by clauses (ii), (iii), (iv) and (v) above, any differences shall be reasonably satisfactory to the Administrative Agent (except for covenants and other provisions applicable only to the periods after the Latest Maturity Date) and (y) the documentation governing any Additional/Replacement Revolving Commitments may include financial maintenance covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such financial maintenance covenant for the benefit of each facility (provided, further, however, that, if the applicable new financial maintenance covenant is a “springing” financial maintenance covenant for the benefit of such revolving credit facility or covenant only applicable to, or for the benefit of, a revolving credit facility, such financial maintenance covenant shall be automatically included in this Agreement only for the benefit of each revolving credit facility hereunder (and not for the benefit of any term loan facility hereunder)).
(c) Each notice from Holdings or the Borrower pursuant to this Section 2.20 shall be given in writing and shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans, Incremental Revolving Commitments or Additional/Replacement Revolving Commitments.
(d) Commitments in respect of Incremental Term Loans, Incremental Revolving Commitments and Additional/Replacement Revolving Commitments shall become Commitments (or in the case of an Incremental Revolving Commitment to be provided by an existing Lender with a Revolving Commitment, an increase in such Lender’s applicable Revolving Commitment) under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, Safari (solely to the extent on or after the Collateral and Guarantee Release Date) Borrower and each Additional Lender party thereto. For the avoidance of doubt, no existing Lender shall be required to provide any portion of any Incremental Facility. Incremental Term Loans and loans under Incremental Revolving Commitments and Additional/Replacement Revolving Commitments shall be a “Loan” for all purposes of this Agreement and the other Loan Documents. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the arranger providing such Incremental Facility and the Borrower, in consultation with the Administrative Agent, to effect the provisions of this Section 2.20 (including, in connection with an Incremental Revolving Commitment, to reallocate Revolving Credit Exposure on a pro rata basis among the relevant Revolving Lenders). The effectiveness of any Incremental Facility Amendment and the occurrence of any credit event (including the making (but not the conversion or continuation) of a Loan and the issuance, increase in the amount, or extension of a Letter of Credit thereunder) pursuant to such Incremental Facility Amendment shall be subject to the satisfaction of such conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans, loans made in respect of Incremental Revolving Commitments and loans made in respect of Additional/Replacement Revolving Commitments for any purpose not prohibited by this Agreement.
(e) Notwithstanding anything to the contrary, this Section 2.20 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.
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