Incremental Term Loans and Incremental Revolving Increases. The Company may, from time to time by notice to the Administrative Agent, propose that additional term loans be made hereunder (each an “Incremental Term Loan” and any set of Incremental Term Loans, an “Incremental Facility”) or request an increase in the Revolving Facility (each an “Incremental Revolving Increase”) either by the agreement of one or more existing Term Lenders to make Incremental Term Loans or one or more existing Revolving Lenders to commit to Incremental Revolving Increases, as applicable, or by the agreement of one or more Persons which are not then Term Lenders to make Incremental Term Loans (each an “Incremental Term Lender”) or one or more Persons which are not then Revolving Lenders to make Incremental Revolving Increases (each an “Incremental Revolving Lender”), in each case with the approval of the Administrative Agent (not to be unreasonably withheld), which notice shall specify the name of each Incremental Term Lender or Incremental Revolving Lender, as applicable, the aggregate amount of the Incremental Term Loans or Incremental Revolving Increase, as applicable (and, if an Incremental Revolving Increase, whether such increase shall be applicable to the Multicurrency Revolving Commitments or the US Revolving Commitments), and the portion thereof being made by each such Incremental Lender, the date on which such Incremental Term Loans or Incremental Revolving Increase, as applicable, shall be made (an “Incremental Closing Date”) (which shall be a Business Day at least three Business Days after delivery of such notice and 30 days prior to the last Termination Date or the last Final Maturity Date of the Term Loans as then in effect), the Applicable Rate for such Incremental Term Loans and any fees payable in connection with such Incremental Term Loans or Incremental Revolving Increase, as applicable; provided that no Lender shall have any obligation hereunder to become an Incremental Lender and any election to do so shall be in the sole discretion of each Lender; provided, further, that: i. the minimum aggregate amount of the Incremental Term Loans or Incremental Revolving Increase made on any Incremental Closing Date and the minimum amount thereof being made by any Incremental Lender shall be $10,000,000 and a multiple of $5,000,000 in excess thereof; ii. immediately after giving effect to any Incremental Term Loan or Incremental Revolving Increase, the aggregate principal amount of all Incremental Term Loans and Incremental Revolving Increases incurred pursuant to this Section 2.06, together with the aggregate amount of any Indebtedness incurred and outstanding pursuant to Section 7.01(t), shall not exceed $750,000,000; iii. no Default shall have occurred and be continuing on the relevant Incremental Closing Date or shall result from any Incremental Term Loan or Incremental Revolving Increase; iv. the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects (or in all respects to the extent otherwise qualified by a materiality threshold) on and as of the relevant Incremental Closing Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); v. no Incremental Term Loan shall have a weighted average life to maturity which is shorter than the then remaining weighted average life to maturity of the Term Loans made on the Closing Date and each Incremental Term Loan shall have a final maturity no earlier than the last Final Maturity Date of the Term Loans as then in effect; vi. the Incremental Term Loans or Incremental Revolving Increase, as applicable, will be secured and guaranteed with the other Loans on a pari passu basis and will be entitled to prepayments and voting rights on the same basis as the Term Loans and Revolving Commitments, as applicable, made on the Closing Date unless, with respect to any Incremental Term Facility, a lesser treatment is agreed to by the Incremental Term Lenders; vii. as of any Incremental Closing Date, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis and (x) giving effect to any Incremental Term Loans or Revolving Loans to be made on such date and the use of proceeds thereof and (y) assuming in the case of any Incremental Revolving Increases that Revolving Loans are made on such date in respect thereof) shall not exceed 3.00:1.00; viii. in the event that any excess cash flow prepayment requirement is added for the benefit of any Incremental Term Loans, such excess cash flow prepayment requirement shall similarly be made applicable to the existing Term Loans on a pro rata basis between the Term Loans and such Incremental Term Loans; and ix. the Administrative Agent may take any and all action as may be reasonably necessary to ensure that any Incremental Revolving Increase pursuant to this Section 2.06, when originally made, is included in each Borrowing of Multicurrency Revolving Loans or US Revolving Loans, as the case may be, on a pro rata basis, and the Company agrees that Section 2.06 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing. Each Incremental Term Loan or Incremental Revolving Increase shall be made as of the relevant Incremental Closing Date upon receipt by the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Incremental Closing Date, of (A) a certificate of a duly authorized officer of the Company stating that the conditions with respect to such Incremental Term Loans or Incremental Revolving Increase, as applicable, under this paragraph (d) have been satisfied and (B) an agreement, in form and substance reasonably satisfactory to the Company and the Administrative Agent, duly executed by each applicable Incremental Lender and the Company and acknowledged by the Administrative Agent (each such agreement, an “Incremental Agreement”). Upon the Administrative Agent’s receipt of a fully executed agreement from each Incremental Lender referred to in clause (B) above, together with the certificate referred to in clause (A) above, each Incremental Term Lender or Incremental Revolving Lender, as applicable, shall make its portion of the Incremental Term Loans or its proportionate share of the outstanding Revolving Loans, as applicable, to be made by it hereunder on the applicable Incremental Closing Date by wire transfer of immediately available funds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Incremental Term Lenders or Incremental Revolving Lenders, as applicable. The Company shall prepay any Revolving Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised US Revolving Percentages and/or Multicurrency Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this Section. The Administrative Agent will make such Incremental Term Loans or Incremental Revolving Increase, as applicable, available to the Company or repayments of the previously existing Revolving Loans, as determined by the Company, by promptly crediting the amounts so received, in like funds, to an account of the Company maintained with the Administrative Agent in New York City and designated by the Company.
Appears in 1 contract
Samples: Credit Agreement (Corelogic, Inc.)
Incremental Term Loans and Incremental Revolving Increases. The Company may, from time to time by notice to the Administrative Agent, propose that additional term loans be made hereunder (each an “Incremental Term Loan” and any set of Incremental Term Loans, an “Incremental Facility”) or request an increase in the Revolving Facility (each an “Incremental Revolving Increase”) either by the agreement of one or more existing Term Lenders to make or commit to make Incremental Term Loans or one or more existing Revolving Lenders to commit to Incremental Revolving Increases, as applicable, or by the agreement of one or more Persons which are not then Term Lenders to make Incremental Term Loans (each an “Incremental Term Lender”) or one or more Persons which are not then Revolving Lenders to make Incremental Revolving Increases (each an “Incremental Revolving Lender”), in each case with the approval of the Administrative Agent (not to be unreasonably withheld), which notice shall specify the name of each Incremental Term Lender or Incremental Revolving Lender, as applicable, the aggregate amount of the Incremental Term Loans or Incremental Revolving Increase, as applicable (and, if an Incremental Revolving Increase, whether such increase shall be applicable to the Multicurrency Revolving Commitments or the US Revolving Commitments), and the portion thereof being made by each such Incremental Lender, the date on which such Incremental Term Loans or Incremental Revolving Increase, as applicable, shall be made (an “Incremental Closing Date”) (which shall be a Business Day at least three Business Days after delivery of such notice (or such shorter period as the Administrative Agent may agree in its sole discretion) and 30 days prior to the last Termination Date or the last Final Maturity Date of the Term Loans as then in effect), the Applicable Rate for such Incremental Term Loans and any fees payable in connection with such Incremental Term Loans or Incremental Revolving Increase, as applicable; provided that no Lender shall have any obligation hereunder to become an Incremental Lender and any election to do so shall be in the sole discretion of each Lender; provided, further, that:
i. : the minimum aggregate amount of the Incremental Term Loans or Incremental Revolving Increase made on any Incremental Closing Date and the minimum amount thereof being made by any Incremental Lender shall be $10,000,000 and a multiple of $5,000,000 in excess thereof;
ii. ; immediately after giving effect to any Incremental Term Loan or Incremental Revolving Increase, the aggregate principal amount of all Incremental Term Loans and Incremental Revolving Increases incurred pursuant to this Section 2.06, together with 2.06 shall not exceed an amount equal to (A) $300,000,000 less (B) the aggregate amount of any Indebtedness incurred and outstanding pursuant to Section 7.01(t)) plus (C) (x) all voluntary prepayments of Term Loans (including Incremental Term Loans) plus (y) all voluntary prepayments of Revolving Loans (including Revolving Loans made under an Incremental Revolving Increase) to the extent accompanied by a permanent reduction in the Revolving Commitments thereof (in each case, to the extent made in accordance with Section 2.08 and not financed with the proceeds from the incurrence of long-term Indebtedness) plus (D) an unlimited amount, so long as after giving effect to the borrowings under such Incremental Facility on the effective date thereof, on a pro forma basis, the Senior Secured Leverage Ratio is equal to or less than 3.25:1.00 (assuming that (I) any Incremental Revolving Increase is fully drawn, (II) it being understood that cash proceeds of any such Incremental Facility shall not exceed $750,000,000;
iii. be netted for the purpose of testing such Senior Secured Leverage Ratio and (III) any committed but yet unfunded prior Incremental Facility shall be counted as funded); no Default shall have occurred and be continuing on the relevant Incremental Closing Date or shall result from any Incremental Term Loan or Incremental Revolving Increase;
iv. ; provided that in connection with a requested borrowing under any Incremental Facility for the purposes of funding, in whole or in part, the purchase price and related transaction costs of a permitted Investment that is a Limited Conditionality Transaction, the condition of this clause (iii) shall be (A) no Default exists or would exist at the time a binding agreement for such transaction is entered into by the applicable Person and (B) the absence of a Specified Event of Default on the relevant Incremental Closing Date; the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects (or in all respects to the extent otherwise qualified by a materiality threshold) on and as of the relevant Incremental Closing Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
v. ; provided that in connection with a requested borrowing under any Incremental Facility for the purpose of funding in whole or in part the purchase price and related transaction costs of a permitted Investment that is a Limited Conditionality Transaction, (A) such representations and warranties shall be true and correct in all material respects (or in all respects to the extent otherwise qualified by a materiality threshold) on and as of the date a binding agreement for such transaction is entered into by the applicable Person and (B) the representations and warranties required to be correct and accurate on the relevant Incremental Closing Date will be limited to the Specified Representations and such other representations and warranties as may be required by the applicable Lenders providing such Incremental Facility and set forth in the binding agreement entered into in connection with such Incremental Facility; no Incremental Term Loan shall have a weighted average life to maturity which is shorter than the then remaining weighted average life to maturity of the Term Loans made on prior to or as of the Closing First Amendment Effective Date and each Incremental Term Loan shall have a final maturity no earlier than the last Final Maturity Date of the Term A1 Loans, the Term A2 Loans or any Incremental Term Loans structured as “term A loans” then in effect;
vi. effect (it being understood that the maturity date of any then outstanding Term Loans structured as “term B loans” may be later than an Incremental Term Facility structured as a “term A loan”); the Incremental Term Loans or Incremental Revolving Increase, as applicable, will be secured and guaranteed with the other Loans on a pari passu basis and will be entitled to prepayments and voting rights on the same basis as the Term Loans and Revolving Commitments, as applicable, made on prior to or as of the Closing First Amendment Effective Date unless, with respect to any Incremental Term Facility, a lesser treatment is agreed to by the Incremental Term Lenders;
vii. Lenders (it being understood that if any Incremental Term Facility is structured as a “term B” facility, the lenders thereunder may agree to not benefit from the financial maintenance covenants set forth in Section 7.09 and related provisions and to have no voting rights with respect thereto); as of any Incremental Closing Date, the Senior Secured Leverage Ratio (Company shall be in compliance with the financial covenants set forth in Section 7.09, calculated on a Pro Forma Basis pro forma basis and (x) giving effect to any Incremental Term Loans or Revolving Loans to be made on such date and the use of proceeds thereof, including the substantially concurrent repayment of any Indebtedness to be repaid with the proceeds thereof and (yassuming that (A) assuming in the case of any Incremental Revolving Increases Increase is fully drawn, (B) it being understood that Revolving Loans are made on cash proceeds of any such date in respect thereof) Incremental Facility shall not exceed 3.00:1.00;
viii. be netted for the purpose of testing such financial covenants and (C) any committed but yet unfunded prior Incremental Facility shall be counted as funded); in the event that any excess cash flow prepayment requirement is added for the benefit of any Incremental Term Loans, such excess cash flow prepayment requirement shall similarly be made applicable to the existing Term Loans on a pro rata basis between the Term Loans and such Incremental Term Loans; and
ix. and the Administrative Agent may take any and all action as may be reasonably necessary to ensure that any Incremental Revolving Increase pursuant to this Section 2.06, when originally made, is included in each Borrowing of Multicurrency Revolving Loans or US Revolving Loans, as the case may be, on a pro rata basis, and the Company agrees that Section 2.06 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing. Notwithstanding the foregoing, at the Company’s election and if agreed to by the Lenders providing such Incremental Term Facility, the financial covenants set forth in Section 7.09 and the Senior Secured Leverage Ratio and any other conditions for such Incremental Term Facility to be used to finance a Limited Conditionality Transaction (subject to clauses (iii) and (iv) above) may be tested at the time a permitted Investment (and any other related transactions) is committed to and will not be required to be tested upon consummation of such permitted Investment or any other related transactions, on a pro forma basis assuming any such Indebtedness had been incurred and the permitted Investment or any other related transactions had been consummated on the date such permitted Investment or any other related transactions is committed. Notwithstanding anything in the Loan Documents to the contrary, (I) the Loan Documents shall be amended to give effect to any Incremental Facility by documentation executed by the Lenders making the commitments with respect thereto, the Administrative Agent and the applicable Borrowers and without the consent of any other existing Lender and (II) the Loan Documents may also be amended with the consent of only the Administrative Agent and the applicable Borrowers to permit extensions of credit under the Incremental Facilities and the accrued interest and fees in respect thereof to share in the benefits of the Loan Documents and to include the Lenders holding such facilities in the definition of Required Lenders and to provide for class voting in a customary manner to the extent an Incremental Facility is structured as a “term B” facility. Each Incremental Term Loan or Incremental Revolving Increase shall be made as of the relevant Incremental Closing Date upon receipt by the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Incremental Closing Date, of (A) a certificate of a duly authorized officer of the Company stating that the conditions with respect to such Incremental Term Loans or Incremental Revolving Increase, as applicable, under this paragraph (d) have been satisfied and (B) an agreement, in form and substance reasonably satisfactory to the Company and the Administrative Agent, duly executed by each applicable Incremental Lender and the Company and acknowledged by the Administrative Agent (each such agreement, an “Incremental Agreement”). Upon the Administrative Agent’s receipt of a fully executed agreement from each Incremental Lender referred to in clause (B) above, together with the certificate referred to in clause (A) above, each Incremental Term Lender or Incremental Revolving Lender, as applicable, shall make its portion of the Incremental Term Loans or its proportionate share of the outstanding Revolving Loans, as applicable, to be made by it hereunder on the applicable Incremental Closing Date by wire transfer of immediately available funds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Incremental Term Lenders or Incremental Revolving Lenders, as applicable. The Company shall prepay any Revolving Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised US Revolving Percentages and/or Multicurrency Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this Section. The Administrative Agent will make such Incremental Term Loans or Incremental Revolving Increase, as applicable, available to the Company or repayments of the previously existing Revolving Loans, as determined by the Company, by promptly crediting the amounts so received, in like funds, to an account of the Company maintained with the Administrative Agent in New York City and designated by the Company.
Appears in 1 contract
Samples: Credit Agreement (Corelogic, Inc.)
Incremental Term Loans and Incremental Revolving Increases. The Company may, from time to time by notice to the Administrative Agent, propose that additional term loans be made hereunder (each an “Incremental Term Loan” and any set of Incremental Term Loans, an “Incremental Facility”) or request an increase in the Revolving Facility (each an “Incremental Revolving Increase”) either by the agreement of one or more existing Term Lenders to make or commit to make Incremental Term Loans or one or more existing Revolving Lenders to commit to Incremental Revolving Increases, as applicable, or by the agreement of one or more Persons which are not then Term Lenders to make Incremental Term Loans (each an “Incremental Term Lender”) or one or more Persons which are not then Revolving Lenders to make Incremental Revolving Increases (each an “Incremental Revolving Lender”), in each case with the approval of the Administrative Agent (not to be unreasonably withheld), which notice shall specify the name of each Incremental Term Lender or Incremental Revolving Lender, as applicable, the aggregate amount of the Incremental Term Loans or Incremental Revolving Increase, as applicable (and, if an Incremental Revolving Increase, whether such increase shall be applicable to the Multicurrency Revolving Commitments or the US Revolving Commitments), and the portion thereof being made by each such Incremental Lender, the date on which such Incremental Term Loans or Incremental Revolving Increase, as applicable, shall be made (an “Incremental Closing Date”) (which shall be a Business Day at least three Business Days after delivery of such notice (or such shorter period as the Administrative Agent may agree in its sole discretion) and 30 days prior to the last Termination Date or the last Final Maturity Date of the Term Loans as then in effect), the Applicable Rate for such Incremental Term Loans and any fees payable in connection with such Incremental Term Loans or Incremental Revolving Increase, as applicable; provided that no Lender shall have any obligation hereunder to become an Incremental Lender and any election to do so shall be in the sole discretion of each Lender; provided, further, that:
i. (i) the minimum aggregate amount of the Incremental Term Loans or Incremental Revolving Increase made on any Incremental Closing Date and the minimum amount thereof being made by any Incremental Lender shall be $10,000,000 and a multiple of $5,000,000 in excess thereof;
(ii. ) immediately after giving effect to any Incremental Term Loan or Incremental Revolving Increase, the aggregate principal amount of all Incremental Term Loans and Incremental Revolving Increases incurred pursuant to this Section 2.062.06 subsequent to the First Amendment Effective Date (excluding the 2016 Term Loan), together with the aggregate amount of any Indebtedness incurred and outstanding pursuant to Section 7.01(t), shall not exceed $750,000,000225,000,000;
(iii. ) no Default shall have occurred and be continuing on the relevant Incremental Closing Date or shall result from any Incremental Term Loan or Incremental Revolving Increase;
(iv. ) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects (or in all respects to the extent otherwise qualified by a materiality threshold) on and as of the relevant Incremental Closing Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
v. (v) no Incremental Term Loan shall have a weighted average life to maturity which is shorter than the then remaining weighted average life to maturity of the Term Loans made on the Closing Date and each Incremental Term Loan shall have a final maturity no earlier than the last Final Maturity Date of the Term Loans as then in effect;
(vi. ) the Incremental Term Loans or Incremental Revolving Increase, as applicable, will be secured and guaranteed with the other Loans on a pari passu basis and will be entitled to prepayments and voting rights on the same basis as the Term Loans and Revolving Commitments, as applicable, made on the Closing Date unless, with respect to any Incremental Term Facility, a lesser treatment is agreed to by the Incremental Term Lenders;
(vii. ) as of any Incremental Closing Date, or in the case of the 2016 Term Loan, as of the date of borrowing of the 2016 Term Loan, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis and (x) giving effect to any Incremental Term Loans or Revolving Loans to be made on such date and the use of proceeds thereof, including the substantially concurrent repayment of any Indebtedness to be repaid with the proceeds thereof and (y) assuming in the case of any Incremental Revolving Increases that Revolving Loans are made on such date in respect thereof) shall not exceed 3.00:1.003.50:1.00;
(viii. ) in the event that any excess cash flow prepayment requirement is added for the benefit of any Incremental Term Loans, such excess cash flow prepayment requirement shall similarly be made applicable to the existing Term Loans on a pro rata basis between the Term Loans and such Incremental Term Loans; and
(ix. ) the Administrative Agent may take any and all action as may be reasonably necessary to ensure that any Incremental Revolving Increase pursuant to this Section 2.06, when originally made, is included in each Borrowing of Multicurrency Revolving Loans or US Revolving Loans, as the case may be, on a pro rata basis, and the Company agrees that Section 2.06 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing. Each Incremental Term Loan or Incremental Revolving Increase shall be made as of the relevant Incremental Closing Date upon receipt by the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Incremental Closing Date, of (A) a certificate of a duly authorized officer of the Company stating that the conditions with respect to such Incremental Term Loans or Incremental Revolving Increase, as applicable, under this paragraph (d) have been or, in the case of clause (vii) with respect to the 2016 Term Loan, will be satisfied and (B) an agreement, in form and substance reasonably satisfactory to the Company and the Administrative Agent, duly executed by each applicable Incremental Lender and the Company and acknowledged by the Administrative Agent (each such agreement, an “Incremental Agreement”). Upon the Administrative Agent’s receipt of a fully executed agreement from each Incremental Lender referred to in clause (B) above, together with the certificate referred to in clause (A) above, each Incremental Term Lender or Incremental Revolving Lender, as applicable, shall make its portion of the Incremental Term Loans or its proportionate share of the outstanding Revolving Loans, as applicable, to be made by it hereunder on the applicable Incremental Closing Date by wire transfer of immediately available funds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Incremental Term Lenders or Incremental Revolving Lenders, as applicable. The Company shall prepay any Revolving Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised US Revolving Percentages and/or Multicurrency Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this Section. The Administrative Agent will make such Incremental Term Loans or Incremental Revolving Increase, as applicable, available to the Company or repayments of the previously existing Revolving Loans, as determined by the Company, by promptly crediting the amounts so received, in like funds, to an account of the Company maintained with the Administrative Agent in New York City and designated by the Company.
Appears in 1 contract
Samples: Credit Agreement (Corelogic, Inc.)
Incremental Term Loans and Incremental Revolving Increases. The Company may, from time to time by notice to the Administrative Agent, propose that additional term loans be made hereunder (each an “Incremental Term Loan” and any set of Incremental Term Loans, an “Incremental Facility”) or request an increase in the Revolving Facility (each an “Incremental Revolving Increase”) either by the agreement of one or more existing Term Lenders to make or commit to make Incremental Term Loans or one or more existing Revolving Lenders to commit to Incremental Revolving Increases, as applicable, or by the agreement of one or more Persons which are not then Term Lenders to make Incremental Term Loans (each an “Incremental Term Lender”) or one or more Persons which are not then Revolving Lenders to make Incremental Revolving Increases (each an “Incremental Revolving Lender”), in each case with the approval of the Administrative Agent (not to be unreasonably withheld), which notice shall specify the name of each Incremental Term Lender or Incremental Revolving Lender, as applicable, the aggregate amount of the Incremental Term Loans or Incremental Revolving Increase, as applicable (and, if an Incremental Revolving Increase, whether such increase shall be applicable to the Multicurrency Revolving Commitments or the US Revolving Commitments), and the portion thereof being made by each such Incremental Lender, the date on which such Incremental Term Loans or Incremental Revolving Increase, as applicable, shall be made (an “Incremental Closing Date”) (which shall be a Business Day at least three Business Days after delivery of such notice (or such shorter period as the Administrative Agent may agree in its sole discretion) and 30 days prior to the last Termination Date or the last Final Maturity Date of the Term Loans as then in effect), the Applicable Rate for such Incremental Term Loans and any fees payable in connection with such Incremental Term Loans or Incremental Revolving Increase, as applicable; provided that no Lender shall have any obligation hereunder to become an Incremental Lender and any election to do so shall be in the sole discretion of each Lender; provided, further, that:
i. (i) the minimum aggregate amount of the Incremental Term Loans or Incremental Revolving Increase made on any Incremental Closing Date and the minimum amount thereof being made by any Incremental Lender shall be $10,000,000 and a multiple of $5,000,000 in excess thereof;
(ii. ) immediately after giving effect to any Incremental Term Loan or Incremental Revolving Increase, the aggregate principal amount of all Incremental Term Loans and Incremental Revolving Increases incurred pursuant to this Section 2.06, together with 2.06 shall not exceed an amount equal to (A) $100,000,000 less (B) the aggregate amount of any Indebtedness incurred and outstanding pursuant to Section 7.01(t)) plus (C) (x) all voluntary prepayments of Term Loans (including Incremental Term Loans) plus (y) all voluntary prepayments of Revolving Loans (including Revolving Loans made under an Incremental Revolving Increase) to the extent accompanied by a permanent reduction in the Revolving Commitments thereof (in each case, to the extent made in accordance with Section 2.08 and not financed with the proceeds from the incurrence of long-term Indebtedness) plus (D) an unlimited amount, so long as after giving effect to the borrowings under such Incremental Facility on the effective date thereof, on a pro forma basis, the Senior Secured Leverage Ratio is equal to or less than 3.00:1.00 (assuming that (I) any Incremental Revolving Increase is fully drawn, (II) it being understood that cash proceeds of any such Incremental Facility shall not exceed $750,000,000be netted for the purpose of testing such Senior Secured Leverage Ratio and (III) any committed but yet unfunded prior Incremental Facility shall be counted as funded);
(iii. ) no Default shall have occurred and be continuing on the relevant Incremental Closing Date or shall result from any Incremental Term Loan or Incremental Revolving Increase; provided that in connection with a requested borrowing under any Incremental Facility for the purposes of funding, in whole or in part, the purchase price and related transaction costs of a permitted Investment that is a Limited Conditionality Transaction, the condition of this clause (iii) shall be (A) no Default exists or would exist at the time a binding agreement for such transaction is entered into by the applicable Person and (B) the absence of a Specified Event of Default on the relevant Incremental Closing Date;
(iv. ) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects (or in all respects to the extent otherwise qualified by a materiality threshold) on and as of the relevant Incremental Closing Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); provided that in connection with a requested borrowing under any Incremental Facility for the purpose of funding in whole or in part the purchase price and related transaction costs of a permitted Investment that is a Limited Conditionality Transaction, (A) such representations and warranties shall be true and correct in all material respects (or in all respects to the extent otherwise qualified by a materiality threshold) on and as of the date a binding agreement for such transaction is entered into by the applicable Person and (B) the representations and warranties required to be correct and accurate on the relevant Incremental Closing Date will be limited to the Specified Representations and such other representations and warranties as may be required by the applicable Lenders providing such Incremental Facility and set forth in the binding agreement entered into in connection with such Incremental Facility;
v. (v) no Incremental Term Loan shall have a weighted average life to maturity which is shorter than the then remaining weighted average life to maturity of the Term Loans made on the Closing Date and each Incremental Term Loan shall have a final maturity no earlier than the last Final Maturity Date of the Term A1 Loans, the Term A2 Loans or any Incremental Term Loans structured as “term A loans” then in effecteffect (it being understood that the maturity date of any then outstanding Term Loans structured as “term B loans” may be later than an Incremental Term Facility structured as a “term A loan”;
(vi. ) the Incremental Term Loans or Incremental Revolving Increase, as applicable, will be secured and guaranteed with the other Loans on a pari passu basis and will be entitled to prepayments and voting rights on the same basis as the Term Loans and Revolving Commitments, as applicable, made on the Closing Date unless, with respect to any Incremental Term Facility, a lesser treatment is agreed to by the Incremental Term LendersLenders (it being understood that if any Incremental Term Facility is structured as a “term B” facility, the lenders thereunder may agree to not benefit from the financial maintenance covenants set forth in Section 7.09 and related provisions and to have no voting rights with respect thereto);
(vii. ) as of any Incremental Closing Date, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis pro forma basis and (x) giving effect to any Incremental Term Loans or Revolving Loans to be made on such date and the use of proceeds thereof, including the substantially concurrent repayment of any Indebtedness to be repaid with the proceeds thereof and (y) assuming in the case of any Incremental Revolving Increases that Revolving Loans are made on such date in respect thereof) shall not exceed 3.00:1.003.50:1.00 (assuming that (A) any Incremental Revolving Increase is fully drawn, (B) it being understood that cash proceeds of any such Incremental Facility shall not be netted for the purpose of testing such Senior Secured Leverage Ratio and (C) any committed but yet unfunded prior Incremental Facility shall be counted as funded);
(viii. ) in the event that any excess cash flow prepayment requirement is added for the benefit of any Incremental Term Loans, such excess cash flow prepayment requirement shall similarly be made applicable to the existing Term Loans on a pro rata basis between the Term Loans and such Incremental Term Loans; and
(ix. ) the Administrative Agent may take any and all action as may be reasonably necessary to ensure that any Incremental Revolving Increase pursuant to this Section 2.06, when originally made, is included in each Borrowing of Multicurrency Revolving Loans or US Revolving Loans, as the case may be, on a pro rata basis, and the Company agrees that Section 2.06 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing. Notwithstanding the foregoing, at the Company’s election and if agreed to by the Lenders providing such Incremental Term Facility, the Senior Secured Leverage Ratio and any other conditions for such Incremental Term Facility to be used to finance a Limited Conditionality Transaction (subject to clauses (iii) and (iv) above) may be tested at the time a permitted Investment (and any other related transactions) is committed to and will not be required to be tested upon consummation of such permitted Investment or any other related transactions, on a pro forma basis assuming any such Indebtedness had been incurred and the permitted Investment or any other related transactions had been consummated on the date such permitted Investment or any other related transactions is committed. Notwithstanding anything in the Loan Documents to the contrary, (I) the Loan Documents shall be amended to give effect to any Incremental Facility by documentation executed by the Lenders making the commitments with respect thereto, the Administrative Agent and the applicable Borrowers and without the consent of any other existing Lender and (II) the Loan Documents may also be amended with the consent of only the Administrative Agent and the applicable Borrowers to permit extensions of credit under the Incremental Facilities and the accrued interest and fees in respect thereof to share in the benefits of the Loan Documents and to include the Lenders holding such facilities in the definition of Required Lenders and to provide for class voting in a customary manner to the extent an Incremental Facility is structured as a “term B” facility. Each Incremental Term Loan or Incremental Revolving Increase shall be made as of the relevant Incremental Closing Date upon receipt by the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Incremental Closing Date, of (A) a certificate of a duly authorized officer of the Company stating that the conditions with respect to such Incremental Term Loans or Incremental Revolving Increase, as applicable, under this paragraph (d) have been satisfied and (B) an agreement, in form and substance reasonably satisfactory to the Company and the Administrative Agent, duly executed by each applicable Incremental Lender and the Company and acknowledged by the Administrative Agent (each such agreement, an “Incremental Agreement”). Upon the Administrative Agent’s receipt of a fully executed agreement from each Incremental Lender referred to in clause (B) above, together with the certificate referred to in clause (A) above, each Incremental Term Lender or Incremental Revolving Lender, as applicable, shall make its portion of the Incremental Term Loans or its proportionate share of the outstanding Revolving Loans, as applicable, to be made by it hereunder on the applicable Incremental Closing Date by wire transfer of immediately available funds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Incremental Term Lenders or Incremental Revolving Lenders, as applicable. The Company shall prepay any Revolving Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised US Revolving Percentages and/or Multicurrency Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this Section. The Administrative Agent will make such Incremental Term Loans or Incremental Revolving Increase, as applicable, available to the Company or repayments of the previously existing Revolving Loans, as determined by the Company, by promptly crediting the amounts so received, in like funds, to an account of the Company maintained with the Administrative Agent in New York City and designated by the Company.
Appears in 1 contract
Samples: Credit Agreement (Corelogic, Inc.)
Incremental Term Loans and Incremental Revolving Increases. The Company may, from time to time by notice to the Administrative Agent, propose that additional term loans be made hereunder (each an “Incremental Term Loan” and any set of Incremental Term Loans, an “Incremental Facility”) or request an increase in the Revolving Facility (each an “Incremental Revolving Increase”) either by the agreement of one or more existing Term Lenders to make Incremental Term Loans or one or more existing Revolving Lenders to commit to Incremental Revolving Increases, as applicable, or by the agreement of one or more Persons which are not then Term Lenders to make Incremental Term Loans (each an “Incremental Term Lender”) or one or more Persons which are not then Revolving Lenders to make Incremental Revolving Increases (each an “Incremental Revolving Lender”), in each case with the approval of the Administrative Agent (not to be unreasonably withheld), which notice shall specify the name of each Incremental Term Lender or Incremental Revolving Lender, as applicable, the aggregate amount of the Incremental Term Loans or Incremental Revolving Increase, as applicable (and, if an Incremental Revolving Increase, whether such increase shall be applicable to the Multicurrency Revolving Commitments or the US Revolving Commitments), and the portion thereof being made by each such Incremental Lender, the date on which such Incremental Term Loans or Incremental Revolving Increase, as applicable, shall be made (an “Incremental Closing Date”) (which shall be a Business Day at least three Business Days after delivery of such notice and 30 days prior to the last Termination Date or the last Final Maturity Date final maturity date of the Term Loans as then in effect), the Applicable Rate for such Incremental Term Loans and any fees payable in connection with such Incremental Term Loans or Incremental Revolving Increase, as applicable; provided that no Lender shall have any obligation hereunder to become an Incremental Lender and any election to do so shall be in the sole discretion of each Lender; provided, further, that:
i. (i) the minimum aggregate amount of the Incremental Term Loans or Incremental Revolving Increase made on any Incremental Closing Date and the minimum amount thereof being made by any Incremental Lender shall be $10,000,000 and the amount thereof shall be a multiple of $5,000,000 in excess thereof5,000,000;
(ii. ) immediately after giving effect to any Incremental Term Loan or Incremental Revolving Increase, the aggregate principal amount of all Incremental Term Loans and Incremental Revolving Increases incurred pursuant to this Section 2.06, together with the aggregate amount of any Indebtedness incurred and outstanding pursuant to Section 7.01(t7.01(v), shall not exceed $750,000,000500,000,000;
(iii. ) no Default shall have occurred and be continuing on the relevant Incremental Closing Date or shall result from any Incremental Term Loan or Incremental Revolving Increase;
(iv. ) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects (or in all respects to the extent otherwise qualified by a materiality threshold) on and as of the relevant Incremental Closing Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
v. (v) no Incremental Term Loan shall have a weighted average life to maturity which is shorter than the then remaining weighted average life to maturity of the Term Loans made on the Closing Date and each Incremental Term Loan shall have a final maturity no earlier than the last Final Maturity Date final maturity date of the Term Loans as then in effect;
(vi. ) the Incremental Term Loans or Incremental Revolving Increase, as applicable, will be secured and guaranteed with the other Loans on a pari passu basis and will be entitled to prepayments and voting rights on the same basis as the Term Loans and Revolving Commitments, as applicable, made on the Closing Date unless, with respect to any Incremental Term Facility, a lesser treatment is agreed to by the Incremental Term Lenders;
(vii. ) as of any Incremental Closing Date, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis and (x) giving effect to any Incremental Term Loans or Revolving Loans to be made on such date and the use of proceeds thereof and (y) assuming in the case of any Incremental Revolving Increases that Revolving Loans are made on such date in respect thereof) shall not exceed 3.00:1.00;
(viii. ) in the event that any excess cash flow prepayment requirement is added for the benefit of any Incremental Term Loans, such excess cash flow prepayment requirement shall similarly be made applicable to the existing Term Loans on a pro rata basis between the Term Loans and such Incremental Term Loans; and
(ix. ) the Administrative Agent may take any and all action as may be reasonably necessary to ensure that any Incremental Revolving Increase pursuant to this Section 2.06, when originally made, is included in each Borrowing of Multicurrency Revolving Loans or US Revolving Loans, as the case may be, on a pro rata basis, and the Company agrees that Section 2.06 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing. Each Incremental Term Loan or Incremental Revolving Increase shall be made as of the relevant Incremental Closing Date upon receipt by the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Incremental Closing Date, of (A) a certificate of a duly authorized officer of the Company stating that the conditions with respect to such Incremental Term Loans or Incremental Revolving Increase, as applicable, under this paragraph (d) have been satisfied and (B) an agreement, in form and substance reasonably satisfactory to the Company and the Administrative Agent, duly executed by each applicable Incremental Lender and the Company and acknowledged by the Administrative Agent (each such agreement, an “Incremental Agreement”). Upon the Administrative Agent’s receipt of a fully executed agreement from each Incremental Lender referred to in clause (B) above, together with the certificate referred to in clause (A) above, each Incremental Term Lender or Incremental Revolving Lender, as applicable, shall make its portion of the Incremental Term Loans or its proportionate share of the outstanding Revolving Loans, as applicable, to be made by it hereunder on the applicable Incremental Closing Date by wire transfer of immediately available funds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Incremental Term Lenders or Incremental Revolving Lenders, as applicable. The Company shall prepay any Revolving Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised US Revolving Percentages and/or Multicurrency Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this Section. The Administrative Agent will make such Incremental Term Loans or Incremental Revolving Increase, as applicable, available to the Company or repayments of the previously existing Revolving Loans, as determined by the Company, by promptly crediting the amounts so received, in like funds, to an account of the Company maintained with the Administrative Agent in New York City and designated by the Company.
Appears in 1 contract
Samples: Credit Agreement (Corelogic, Inc.)
Incremental Term Loans and Incremental Revolving Increases. The Company may, from time to time by notice to the Administrative Agent, propose that additional term loans be made hereunder (each an “Incremental Term Loan” and any set of Incremental Term Loans, an “Incremental Facility”) or request an increase in the Revolving Facility (each an “Incremental Revolving Increase”) either by the agreement of one or more existing Term Lenders to make Incremental Term Loans or one or more existing Revolving Lenders to commit to Incremental Revolving Increases, as applicable, or by the agreement of one or more Persons which are not then Term Lenders to make Incremental Term Loans (each an “Incremental Term Lender”) or one or more Persons which are not then Revolving Lenders to make Incremental Revolving Increases (each an “Incremental Revolving Lender”), in each case with the approval of the Administrative Agent (not to be unreasonably withheld), which notice shall specify the name of each Incremental Term Lender or Incremental Revolving Lender, as applicable, the aggregate amount of the Incremental Term Loans or Incremental Revolving Increase, as applicable (and, if an Incremental Revolving Increase, whether such increase shall be applicable to the Multicurrency Revolving Commitments or the US Revolving Commitments), and the portion thereof being made by each such Incremental Lender, the date on which such Incremental Term Loans or Incremental Revolving Increase, as applicable, shall be made (an “Incremental Closing Date”) (which shall be a Business Day at least three Business Days after delivery of such notice and 30 days prior to the last Termination Date or the last Final Maturity Date final maturity date of the Term Loans as then in effect), the Applicable Rate for such Incremental Term Loans and any fees payable in connection with such Incremental Term Loans or Incremental Revolving Increase, as applicable; provided that no Lender shall have any obligation hereunder to become an Incremental Lender and any election to do so shall be in the sole discretion of each Lender; provided, further, provided further that:
i. (i) the minimum aggregate amount of the Incremental Term Loans or Incremental Revolving Increase made on any Incremental Closing Date and the minimum amount thereof being made by any Incremental Lender shall be $10,000,000 and the amount thereof shall be a multiple of $5,000,000 in excess thereof5,000,000;
(ii. ) immediately after giving effect to any Incremental Term Loan or Incremental Revolving Increase, the aggregate principal amount total Loans, Letters of all Incremental Term Loans Credit and Incremental unused Revolving Increases incurred pursuant to this Section 2.06, together with the aggregate amount of any Indebtedness incurred and outstanding pursuant to Section 7.01(t), Commitments hereunder shall not exceed $750,000,0001,400,000,000;
(iii. ) no Default shall have occurred and be continuing on the relevant Incremental Closing Date or shall result from any Incremental Term Loan or Incremental Revolving Increase;
(iv. ) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects (or in all respects to the extent otherwise qualified by a materiality threshold) on and as of the relevant Incremental Closing Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
v. (v) no Incremental Term Loan shall have a weighted average life to maturity which is shorter than the then remaining weighted average life to maturity of the Term Loans made on the Closing Date and each Incremental Term Loan shall have a final maturity no earlier than the last Final Maturity Date final maturity date of the Term Loans as then in effect;
(vi. ) the Incremental Term Loans or Incremental Revolving Increase, as applicable, will be secured and guaranteed with the other Loans on a pari passu basis and will be entitled to prepayments and voting rights on the same basis as the Term Loans and Revolving Commitments, as applicable, made on the Closing Date unless, with respect to any Incremental Term Facility, unless a lesser treatment is agreed to by the Incremental Term Lenders or Incremental Revolving Lenders, as applicable;
(vii. ) as of any Incremental Closing Date, the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis and (x) pro forma basis giving effect to any Incremental Term Loans or Revolving Loans to be made on such date and the use of proceeds thereof and (y) assuming in the case of any Incremental Revolving Increases that Revolving Loans are made on such date in respect thereof) shall not exceed 3.00:1.00be at least 0.25x less than the Senior Secured Leverage Ratio required pursuant to Section 7.09(c) at that time;
(viii. ) in the event that any excess cash flow prepayment requirement is added for the benefit of any Incremental Term Loans, such excess cash flow prepayment requirement shall similarly be made applicable to the existing Term Loans on a pro rata basis between the Term Loans and such Incremental Term Loans; and
(ix. ) the Administrative Agent may take any and all action as may be reasonably necessary to ensure that any Incremental Revolving Increase pursuant to this Section 2.06, when originally made, is included in each Borrowing of Multicurrency Revolving Loans or US Revolving Loans, as the case may be, on a pro rata basis, and the Company agrees that Section 2.06 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing. Each Incremental Term Loan or Incremental Revolving Increase shall be made as of the relevant Incremental Closing Date upon receipt by the Administrative Agent, on or prior to 10:00 9:00 a.m., New York City time, on such Incremental Closing Date, of (A) a certificate of a duly authorized officer of the Company stating that the conditions with respect to such Incremental Term Loans or Incremental Revolving Increase, as applicable, under this paragraph (d) have been satisfied and (B) an agreement, in form and substance reasonably satisfactory to the Company and the Administrative Agent, duly executed by each applicable Incremental Lender and the Company and acknowledged by the Administrative Agent (each such agreement, an “Incremental Agreement”). Upon the Administrative Agent’s receipt of a fully executed agreement from each Incremental Lender referred to in clause (B) above, together with the certificate referred to in clause (A) above, each Incremental Term Lender or Incremental Revolving Lender, as applicable, shall make its portion of the Incremental Term Loans or its proportionate share of the outstanding Revolving Loans, as applicable, to be made by it hereunder on the applicable Incremental Closing Date by wire transfer of immediately available funds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Incremental Term Lenders or Incremental Revolving Lenders, as applicable. The Company shall prepay any Revolving Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised US Revolving Percentages and/or Multicurrency Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this Section. The Administrative Agent will make such Incremental Term Loans or Incremental Revolving Increase, as applicable, available to the Company or repayments of the previously existing Revolving Loans, as determined by the Company, by promptly crediting the amounts so received, in like funds, to an account of the Company maintained with the Administrative Agent in New York City and designated by the Company.
Appears in 1 contract
Samples: Credit Agreement (Corelogic, Inc.)
