Common use of Incremental Term Loans Clause in Contracts

Incremental Term Loans. (i) After the Closing Date, the Borrower may from time to time request that additional term loans be made to it in accordance with this Section 2.1(g) (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g)) therein (A) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (B) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten (10) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin to be applicable to the Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties.

Appears in 2 contracts

Samples: Credit Agreement (Shenandoah Telecommunications Co/Va/), Credit Agreement (Shenandoah Telecommunications Co/Va/)

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Incremental Term Loans. (iA) After the Closing Date, the Borrower may from time to time prior to the latest Maturity Date, request that additional term loans be made to it in accordance with this Section 2.1(g) Subsection 1.19 (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(gSubsection 1.19(B)) therein (Av) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 25,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 2,500,000 in excess thereof), (Bw) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten (10) days 10 Business Days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (Cx) the Interest Rate Option(sinterest rate option(s) and the Applicable Margin applicable margin(s) to be applicable to the all Incremental Term Loans in such TrancheTranche and any applicable unused commitment fees, (Dy) the amortization for all Incremental Term Loans in such Tranche Tranche, and (Ez) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders Lender(s) funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(vSubsection 1.19(D), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties.

Appears in 2 contracts

Samples: Credit Agreement (ATN International, Inc.), Consent and Confirmation Agreement (Atlantic Tele Network Inc /De)

Incremental Term Loans. (ia) After the Closing Date, the The Borrower and any one or more Lenders (including New Lenders) may from time to time request agree that additional such Lenders shall make new term loans be made to it in accordance with this Section 2.1(g) (each, an “Incremental Term LoanLoans”) by executing and delivering a Notice of to the Administrative Agent an Incremental Term Loan Borrowing to the Administrative Agent, Activation Notice specifying (subject to the restrictions set forth in this Section 2.1(g)) therein (Ai) the aggregate amount of the Tranche of such Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof)Loans, (Bii) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (Loan Closing Date, which shall be not less than ten a Business Day, and (10iii) days from the date of delivery of the Notice of Incremental Term Loan Borrowing Maturity Date and the Applicable Margin for such Incremental Term Loans, which shall comply with Section 2.14(c) below. Notwithstanding the foregoing, without the consent of the Required Lenders, the aggregate original principal amount of all Incremental Term Loans after the Closing Date shall not exceed $30,000,000. Each Term A Lender and Term B Lender shall have the right to participate in its pro rata share of any Incremental Term Loans (or based on the aggregate amount of such shorter period of time as Lenders’ Term Loans A and Term Loans B), but no Lender shall have any obligation to which the Administrative Agent may agree participate in any Incremental Term Loans unless it agrees to do so in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin to be applicable to the Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties.

Appears in 2 contracts

Samples: Credit Agreement (Cambium Learning Group, Inc.), Credit Agreement (Cambium Learning Group, Inc.)

Incremental Term Loans. (i) After Subject to the Closing Dateterms and conditions set forth herein, the Borrower may shall have the right, at any time and from time to time from the Closing Date until the Incremental Term Loan Commitment Termination Date, to request that additional term loans be made (“Incremental Term Loans”) in up to it in accordance with this Section 2.1(gthree (3) Borrowings (eachindividually, an “Incremental Term Loan”) by delivering a Notice of Loan Borrowing” and collectively, the “Incremental Term Loan Borrowing to the Administrative AgentBorrowings”), specifying (subject to the restrictions set forth in this Section 2.1(g)) therein (A) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be each in a minimum principal amount equal to the lesser of (x) $20,000,000 50,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof)thereof (provided, (B) however, that if the requested advance date aggregate amount of the proposed prior Incremental Term Loans comprising such Tranche (which shall be not less than ten (10) days from Loan Borrowings exceeds $100,000,000, then the date of delivery of the Notice of final Incremental Term Loan Borrowing may be made in an amount equal to the remaining amount of the unused Incremental Term Loan Commitment Amount). The following additional terms and conditions shall apply to any Incremental Term Loan Borrowing: (i) any such borrowing shall be obtained from existing Lenders or from other banks or other financial institutions, in each case in accordance with the terms set forth below and in Section 5.2(a) hereof, (ii) any such shorter period of time as to which borrowing shall amortize in accordance with the amortization schedule set forth in Section 3.1(h)(ii) hereof and the interest rate thereon shall be determined in accordance with Section 5.2(b) hereof, and (iii) Schedule II shall be amended by the Administrative Agent may agree in its sole discretion)), (Cwithout the consent or approval of the Required Lenders) to include the Interest Rate Option(s) applicable Incremental Term Loan Commitments and the Applicable Margin to be applicable to the Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan PartiesLenders.

Appears in 2 contracts

Samples: Senior Secured Credit Agreement (Titan Corp), Senior Secured Credit Agreement (Titan Corp)

Incremental Term Loans. (ia) After the Closing DateThe Borrower may, the Borrower may from time to time after the Second Restatement Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request that additional one or more tranches of term loans be made to it in accordance with this Section 2.1(g) hereunder (eachcollectively, an the “Incremental Term LoanLoans); provided that (i) by delivering a Notice both at the time of any such request and at the time that any such Incremental Term Loan Borrowing Loans are made, no Default or Event of Default shall have occurred and be continuing or result therefrom, (ii) the aggregate amount of such Incremental Term Loans, taken together with all Incremental Term Loans previously incurred pursuant to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g)) therein 2.20 and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $500,000,000, (Aiii) the amount final stated maturity date of the Tranche such tranche of Incremental Term Loans requested (which Tranche shall not be earlier than the Maturity Date in a minimum principal amount equal to effect at the lesser time of (x) $20,000,000 and (y) the then current incurrence of such Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof)Term Loans, (Biv) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten (10) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin to be applicable to the Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche tranche of Incremental Term Loans requested. Subject to shall rank pari passu in right of payment with the last sentence in Section 2.1(g)(v)Revolving Loans, each Notice of (v) such Incremental Term Loan Borrowing delivered by the Borrower Loans shall be irrevocable not be, and shall not be binding upon all Loan Parties.permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and

Appears in 1 contract

Samples: Revolving Credit Agreement (CF Industries Holdings, Inc.)

Incremental Term Loans. (i) After the Closing Date, the Borrower may from time to time prior to the Maturity Date with respect to the Incremental Term Loan Facility, request that additional term loans be made to it in accordance with this Section 2.1(g) (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g)) therein (A) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (B) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten (10) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin Margin(s) to be applicable to the all Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties.

Appears in 1 contract

Samples: Credit Agreement (Shenandoah Telecommunications Co/Va/)

Incremental Term Loans. (ia) After The Company may, at any time prior to the Closing Maturity Date, subject to the Borrower may from time terms and conditions set forth herein, by notice to time the Administrative Agent (which shall promptly deliver a copy to each Lender), request that additional term loans be made to it in accordance with this Section 2.1(g) (each, an "Incremental Term Loan") by delivering a Notice from one or more lenders, which may include any existing Lender (each, an "Incremental Term Lender"); provided that the aggregate principal amount of the Incremental Term Loans made pursuant to this Section shall in no event exceed $100,000,000 (the "Incremental Term Loan Borrowing to Amount"). The making of any Incremental Term Loans shall be within the Administrative Agentsole discretion of each Lender hereunder and shall require the express consent of each Lender making such Loans, specifying (and each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the restrictions approval of the Administrative Agent and the Company (which approvals shall not be unreasonably withheld) and shall become a Lender under this Agreement pursuant to an Incremental Facility Amendment as set forth in this Section 2.1(g)paragraph (c) therein (A) the amount of the Tranche of below. The Incremental Term Loans requested made on any date (which Tranche i) shall rank pari passu in right of payment under this Agreement and the Subsidiary Guarantee Agreement with the initial Loans, (ii) shall be in a multiple of $5,000,000 and a minimum principal amount of $50,000,000 (or in an amount equal to the lesser of (x) $20,000,000 and (y) the then current remaining Incremental Term Loan Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (Biii) shall have a final maturity no earlier than the requested advance date Maturity Date, (iv) shall have a weighted average life no shorter than that of the proposed Incremental Term initial Loans comprising such Tranche (which shall be not less than ten (10) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin to be applicable to the Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (Ev) other than terms relating to maturity, amortization and pricing, shall have the amount of any upfront or closing fees same terms (including rights with respect to be paid by voluntary and mandatory prepayments) as the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Partiesinitial Loans.

Appears in 1 contract

Samples: Credit Agreement (Waters Corp /De/)

Incremental Term Loans. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (iwhich shall promptly notify the Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) After the Closing Date(any such Eligible Assignees, “Potential Incremental Term Lenders”)), the Borrower Borrowers may from time to time time, request that additional term loans be made to it in accordance with this Section 2.1(g) (each, an “Incremental Term Loan”) by delivering a Notice Commitments in Dollars in an aggregate amount (for all such requests including all portions of such increase requests that are allocated as Incremental Term Loan Borrowing Loans pursuant to item (iii) of the Administrative Agent, specifying (subject to the restrictions set forth proviso in this Section 2.1(g2.17(a)) therein not greater than (x) $350,000,000 less (y) the aggregate amount of increases in the Revolving Credit Facility made pursuant to Section 2.17; provided that (A) the amount of the Tranche of any such request for Incremental Term Loans requested (which Tranche Commitments shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), 25,000,000 and (B) the requested advance date Borrowers may make a maximum of five such direct requests (inclusive of any requests made pursuant to Section 2.17). At the proposed time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify (x) the time period within which each Lender or Potential Incremental Term Loans comprising such Tranche Lender is requested to respond (which shall in no event be not less than ten (10) days fifteen Business Days from the date of delivery of such notice to the Notice of Lenders and Potential Incremental Term Lenders), (y) the pricing and the amortization terms with respect to such Incremental Term Commitments and (z) the applicable Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin to be applicable to the Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan PartiesDate.

Appears in 1 contract

Samples: Credit Agreement (Diodes Inc /Del/)

Incremental Term Loans. (i) After the Closing Date, the Borrower may from time to time prior to the Maturity Date with respect to the Incremental Term Loan Facility, request that additional term loans be made to it in accordance with this Section 2.1(g) (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g)) therein (A) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 10,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (B) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten (10) thirty days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin Margin(s) to be applicable to the all Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties.

Appears in 1 contract

Samples: Credit Agreement (Hawaiian Telcom Holdco, Inc.)

Incremental Term Loans. (ia) After the Closing DateThe Borrowers may, the Borrower may at any time or from time to time (including on one or more occasions) after the Closing Date but prior to the Termination Date, by notice to the Agent (for delivery to the Lenders), request that additional credit extensions in the form of one or more increases of the Term Loans existing on the date of such request or one or more additional tranches of term loans be made to it issued under this Agreement (as amended by any Incremental Facility Amendment in accordance with this Section 2.1(g2.12) (eacheach such increase or additional tranche, an the “Incremental Term LoanLoans) by delivering a Notice ); provided, that, after giving effect to the incurrence of any Incremental Term Loans, the aggregate principal amount of outstanding Term Loans shall not exceed 120% of the aggregate Term Loan Borrowing to Commitments of the Administrative AgentLenders in effect on the Closing Date; provided, specifying further, that, (subject to the restrictions set forth in this Section 2.1(g)) therein (Ai) the amount of the Tranche of opportunity to provide such Incremental Term Loans requested (which Tranche shall be offered to each existing Lender in a minimum principal amount equal accordance with its Pro Rata Share of the outstanding Term Loans (but no Lender shall be obligated to the lesser of (x) $20,000,000 and (y) the then current provide any Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereofTerm Loans unless it so agrees), (Bii) after giving effect to the funding of any such Incremental Term Loans, no Default or Event of Default shall exist or be continuing and (iii) the requested advance date of the proposed terms and conditions applicable to such Incremental Term Loans comprising (including the Applicable Rate and the Maturity Date), if requested to be different to the terms and conditions applicable to Term Loans outstanding at the time of such Tranche (which request, shall be not less than ten (10) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as satisfactory to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin to be applicable each Person that is a Lender immediately prior to the incurrence of any Incremental Term Loans (in addition to each Person that elects to provide such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(vLoans), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties.

Appears in 1 contract

Samples: First Lien Term Loan Facility Credit Agreement (Jakks Pacific Inc)

Incremental Term Loans. (ia) After Provided there exists no Default or Event of Default, upon notice to the Closing DateAdministrative Agent (which shall promptly notify the Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Incremental Term Lenders”)), the Borrower Borrowers may from time to time time, request that additional term loans be made to it in accordance with this Section 2.1(g) (each, an “Incremental Term Loan”) by delivering a Notice Commitments in Dollars in an aggregate amount (for all such requests including all portions of such increase requests that are allocated as Incremental Term Loan Borrowing Loans pursuant to item (iii) of the Administrative Agent, specifying (subject to the restrictions set forth proviso in this Section 2.1(g2.17(a)) therein not greater than (x) $200,000,000 less (y) the aggregate amount of increases in the Revolving Credit Facility made pursuant to Section 2.17; but excluding the aggregate amount of the increase of the Revolving Credit Facility affected on the Third Amendment Effective Date, provided that (A) the amount of the Tranche of any such request for Incremental Term Loans requested (which Tranche Commitments shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof)25,000,000, and (B) the requested advance date Borrowers may make a maximum of five such direct requests (inclusive of any requests made pursuant to Section 2.17). At the proposed time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify (x) the time period within which each Lender or Potential Incremental Term Loans comprising such Tranche Lender is requested to respond (which shall in no event be not less than ten (10) days fifteen Business Days from the date of delivery of such notice to the Notice of Lenders and Potential Incremental Term Lenders), (y) the pricing and the amortization terms with respect to such Incremental Term Commitments and (z) the applicable Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin to be applicable to the Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan PartiesDate.

Appears in 1 contract

Samples: Credit Agreement (Diodes Inc /Del/)

Incremental Term Loans. If the Borrower incurs Incremental Revolving Commitments under this Section, the Borrower shall, after such time, repay and incur Revolving Loans ratably as between the Incremental Revolving Commitments and the Revolving Commitments outstanding immediately prior to such incurrence. Notwithstanding anything to the contrary in Section 10.2, the Administrative Agent is expressly permitted to amend the Loan Documents to the extent necessary to give effect to any increase pursuant to this Section and mechanical changes necessary or advisable in connection therewith (including amendments to implement the requirements in this Section 2.23(d), amendments to ensure pro rata allocations of EurodollarSOFR Loans and Base Rate Loans between Loans incurred pursuant to this Section and Loans outstanding immediately prior to any such incurrence and amendments to implement ratable participation in Letters of Credit). (e) For purposes of this Section, the following terms shall have the meanings specified below: (i) After the Closing Date“Initial Yield” shall mean, with respect to Incremental Term Loans, the Borrower may from time to time request that additional term loans be made to it in accordance with this Section 2.1(g) amount (each, an “Incremental Term Loan”) as determined by delivering a Notice of Incremental Term Loan Borrowing to the Administrative Agent, specifying (subject ) equal to the restrictions set forth in this Section 2.1(g)) therein sum of (A) the amount of margin above the Tranche of Adjusted LIBO RateTerm SOFR on such Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to including as margin the lesser effect of (x) $20,000,000 and (y) any “LIBO rate floor” applicable on the then current Incremental Amount, and, subject to date of the first sentence of Section 2.1(g)(iiicalculation), in integral multiples of $1,000,000 in excess thereof), plus (B) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten (10) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin to be applicable to the Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (Ex) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Up-Front Fees on such Incremental Term Loans requested. Subject to (including any fee or discount received by the last sentence Lenders in Section 2.1(g)(vconnection with the initial extension thereof), each Notice divided by (y) the lesser of (I) the Weighted Average Life to Maturity of such Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable Loans and shall be binding upon all Loan Parties(II) four.

Appears in 1 contract

Samples: Credit Agreement (Apollo Medical Holdings, Inc.)

Incremental Term Loans. Section 2.14 of the Credit Agreement is hereby modified and amended by deleting clause (ia) After of such section in its entirety and inserting in lieu thereof, the Closing following: (a) Following the Agreement Date, the Borrower AGCO may from time to time request through the Maturity Date, propose that additional term loans in U.S. Dollars or the Equivalent Amount in the requested Offshore Currency be made to it or any of the other Borrowers in accordance with this Section 2.1(g) (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to the Administrative AgentAgent substantially in the form of Exhibit N hereto (a “Notice of Incremental Term Loan Borrowing”), specifying (subject to the restrictions set forth in this Section 2.1(g)clause (b) below) therein the (Ai) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall shall, unless otherwise approved by the Lenders making such Incremental Term Loans, be in a minimum principal amount equal to the lesser of (x) $20,000,000 100,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 50,000,000 in excess thereofthereof (or in each case the Equivalent Amount in the requested Offshore Currency)), (Bii) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten (10) days at least 15 Business Days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)Borrowing), (Ciii) the Interest Rate Option(s) and the Applicable Margin interest rate to be applicable to the all Incremental Term Loans in such Tranche, (Div) the amortization for all Incremental Term Loans in such Tranche [Reserved], and (Ev) the amount of any upfront or closing fees to be paid by the Borrower Borrowers to the Lenders funding the Tranche of Incremental Term Loans requestedrequested (it being acknowledged that there shall be no upfront or closing fees payable by the Borrowers in connection with the borrowing of Tranche 1 Incremental Term Loans). Subject to the last sentence in Section 2.1(g)(v)clause (d) below, each Notice of Incremental Term Loan Borrowing delivered by the Borrower AGCO shall be irrevocable and shall be binding upon all Loan Parties. At the time of delivery of the Notice of -4- ATL 20667599v7 Incremental Term Loan Borrowing, AGCO shall also deliver to the Administrative Agent a certificate of a Responsible Employee of AGCO certifying (A) that AGCO and its Subsidiaries are in compliance with the financial covenants set forth in Section 6.10 hereof before and after giving effect to such Incremental Term Loan Borrowing, and (B) that no Default or Event of Default then exists or would be caused thereby. 1.4. Further Amendment to Section 2.14(b) (Incremental Term Loans). Section 2.14 of the Credit Agreement is hereby further modified and amended by deleting the first sentence of clause (b) of such section in its entirety and inserting in lieu thereof, the following: “The aggregate principal amount of all Tranches of Incremental Term Loans made pursuant to this Section shall not exceed $400,000,000 (excluding for purposes of such calculation, the Tranche 1 Incremental Term Loans).” 1.5

Appears in 1 contract

Samples: Credit Agreement

Incremental Term Loans. (i) After Following the Closing Funding Date, the Borrower may from time to time request that additional term loans be made to it in accordance with this Section 2.1(g2.1(e) (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g2.1(e)(ii)) therein (Au) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 5,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (Bv) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten thirty (1030) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (Cw) the Interest Rate Option(s) and the Applicable Margin Margin(s) to be applicable to the all Incremental Term Loans in such Tranche, (Dx) the amortization for all Incremental Term Loans in such Tranche and Tranche, (Ey) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested, and (z) the proposed use of the proceeds of such Tranche of Incremental Term Alaska Communications Systems Holdings, Inc. Credit Agreement Loans. Subject to the last sentence in Section 2.1(g)(v2.1(e)(iv), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties. At the time of delivery of each Notice of Incremental Term Loan Borrowing, the Borrower shall also deliver to the Administrative Agent a certificate of a Compliance Officer of the Borrower certifying (1) that after giving effect to the Borrowing of such Tranche of Incremental Term Loans, the Loan Parties shall be in pro forma compliance with the covenants set forth in Article VIII as of the most recent period for which financial statements have been delivered (and showing the calculations thereof), and (2) that no Default or Event of Default then exists or would be caused thereby. There shall be no more than five (5) Tranches of Incremental Term Loans. The aggregate principal amount of all Incremental Term Loan Commitments of all Tranches of Incremental Term Loans made pursuant to this Section 2.1(e) shall not exceed $50,000,000.

Appears in 1 contract

Samples: Credit Agreement (Alaska Communications Systems Group Inc)

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Incremental Term Loans. (ia) After Provided there exists no Default or Event of Default, upon notice to the Closing DateAdministrative Agent (which shall promptly notify the Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Incremental Term Lenders”)), the Borrower Borrowers may from time to time time, request that additional term loans be made to it in accordance with this Section 2.1(g) (each, an “Incremental Term Loan”) by delivering a Notice Commitments in Dollars in an aggregate amount (for all such requests including all portions of such increase requests that are allocated as Incremental Term Loan Borrowing Loans pursuant to item (iii) of the Administrative Agent, specifying (subject to the restrictions set forth proviso in this Section 2.1(g2.17(a)) therein not greater than (x) $200,000,000 less (y) the aggregate amount of increases in the Revolving Credit Facility made pursuant to Section 2.17; provided that (A) the amount of the Tranche of any such request for Incremental Term Loans requested (which Tranche Commitments shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof)25,000,000, and (B) the requested advance date Borrowers may make a maximum of five such direct requests (inclusive of any requests made pursuant to Section 2.17). At the proposed time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify (x) the time period within which each Lender or Potential Incremental Term Loans comprising such Tranche Lender is requested to respond (which shall in no event be not less than ten (10) days fifteen Business Days from the date of delivery of such notice to the Notice of Lenders and Potential Incremental Term Lenders), (y) the pricing and the amortization terms with respect to such Incremental Term Commitments and (z) the applicable Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin to be applicable to the Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan PartiesDate.

Appears in 1 contract

Samples: Credit Agreement (Diodes Inc /Del/)

Incremental Term Loans. (ia) After Provided there exists no Default or Event of Default, upon notice to the Closing DateAdministrative Agent (which shall promptly notify the Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Incremental Term Lenders”)), the Borrower Borrowers may from time to time time, request that additional term loans be made to it in accordance with this Section 2.1(g) (each, an “Incremental Term Loan”) by delivering a Notice Commitments in Dollars in an aggregate amount (for all such requests including all portions of such increase requests that are allocated as Incremental Term Loan Borrowing Loans pursuant to item (iii) of the Administrative Agent, specifying (subject to the restrictions set forth proviso in this Section 2.1(g2.17(a)) therein not greater than (x) $350,000,000 less (y) the aggregate amount of increases in the Revolving Credit Facility made pursuant to Section 2.17; provided that (A) the amount of the Tranche of any such request for Incremental Term Loans requested (which Tranche Commitments shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), 25,000,000 and (B) the requested advance date Borrowers may make a maximum of five such direct requests (inclusive of any requests made pursuant to Section 2.17). At the proposed time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify (x) the time period within which each Lender or Potential Incremental Term Loans comprising such Tranche Lender is requested to respond (which shall in no event be not less than ten (10) days fifteen Business Days from the date of delivery of such notice to the Notice of Lenders and Potential Incremental Term Lenders), (y) the pricing and the amortization terms with respect to such Incremental Term Commitments and (z) the applicable Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin to be applicable to the Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan PartiesDate.

Appears in 1 contract

Samples: Credit Agreement (Diodes Inc /Del/)

Incremental Term Loans. (ia) After The Borrower may, within twenty (20) Business Days after the Closing DateDate (or such longer period acceptable to the Administrative Agent in its sole discretion), request the establishment of additional term loan commitments, and the term loans related thereto (the “Incremental Term Loans”) shall be documented as (and for all purposes under this Agreement and the other Loan Documents constitute) Term Loans (a “Term Loan Increase”) in an aggregate principal amount not in excess of $250,000,000 and not less than $100,000,000 individually (or such lesser amount as may be approved by the Administrative Agent). The Borrower may approach any Lender or any Person (other than a natural Person) to provide all or a portion of any Term Loan Increase; provided that any Lender offered or approached to provide all or a portion of such Term Loan Increase may elect or decline, in its sole discretion, to provide all or a portion thereof, and the Borrower may from time shall have no obligation to time request that additional term loans approach any existing Lender to provide all of any portion of a Term Loan Increase. Any Term Loan Increase shall be made effected pursuant to it in accordance with one or more amendments to this Section 2.1(g) Agreement (each, an “Incremental Term LoanAmendment”) executed and delivered by delivering a Notice of Incremental the Borrower, the Administrative Agent and the Persons providing such Term Loan Borrowing to Increase, and each of which shall be recorded in the Administrative Agent, specifying (Register and shall be subject to the restrictions requirements set forth in Section 5.4(e). No Lender shall have any obligation to provide all or any portion of any Term Loan Increase pursuant to this Section 2.1(g2.14(a)) therein (A) the amount . For all purposes of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (B) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten (10) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) this Agreement and the Applicable Margin to be applicable to other Loan Documents, the Incremental Term Loans in such Tranche, (D) the amortization for all Incremental shall constitute Term Loans in such Tranche and (E) be part of the amount same tranche of any upfront or closing fees to be paid by loans as the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to incurred on the last sentence in Section 2.1(g)(v), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan PartiesClosing Date.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Incremental Term Loans. (ia) After the Closing Date, the The Borrower may from time to time request that additional tranches of term loans be made loans, or to it increase the principal amount of the Loans in accordance with this Section 2.1(g) minimum increments of $20,000,000 (eachsuch additional tranche or increase in Loans, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to ); provided that the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g)) therein (A) the aggregate principal amount of the Tranche of Incremental Term Loans requested that may be incurred at any time shall not exceed the Incremental Cap at such time. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which Tranche agree to participate in such Incremental Term Loans. Except as set forth above, no consent of any Lender (other than the Lenders participating in such Incremental Term Loan) shall be in a minimum principal amount equal to required for the lesser incurrence of (x) $20,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (B) the requested advance date of the proposed any Incremental Term Loans comprising such Tranche (which pursuant to this Section 2.20. Incremental Term Loans created pursuant to this Section 2.20 shall be not less than ten (10) days from become effective on the date of delivery of agreed by the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which Borrower, the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin to be applicable to relevant Increasing Lenders or Augmenting Lenders, and the Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v), Administrative Agent shall notify each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan PartiesLender thereof.

Appears in 1 contract

Samples: Credit Agreement (Ugi Corp /Pa/)

Incremental Term Loans. (ia) After the Closing Date, the Borrower may At any time and from time to time request that additional term loans be made to it in accordance with this Section 2.1(g) (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing prior to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g)) therein (A) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 and (y) the then current Incremental Amount, andB Maturity Date, subject to the first sentence terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of Section 2.1(g)(iiithe Lenders), in integral multiples request to add one or more additional tranches of $1,000,000 in excess thereofterm loans (the “Incremental Term Loans”), provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom, (B) the requested advance date Borrower shall be in compliance on a Pro Forma Basis with the covenants contained in Sections 6.12 and 6.13 recomputed as of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten (10) days from the date of delivery last day of the Notice most-recently ended fiscal quarter of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), Borrower and (C) the Interest Rate Option(sBorrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with all calculations relevant thereto, including reasonably detailed calculations demonstrating compliance with clause (B) above (which calculations shall, if made as of the Applicable Margin last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Financial Officer required to be applicable delivered by Section 5.01(a) or (b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Cash Interest Expense for the relevant period). Notwithstanding anything to contrary herein, the aggregate principal amount of the Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche shall not exceed $250,000,000. Each tranche of Incremental Term Loans requested. Subject to shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $100,000,000, provided that such amount may be less than $100,000,000 if such amount represents all the last sentence in Section 2.1(g)(v), each Notice remaining availability under the aggregate principal amount of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan PartiesLoans set forth above.

Appears in 1 contract

Samples: Credit Agreement (Nasdaq Stock Market Inc)

Incremental Term Loans. (i) After Following the Closing Date, the Borrower may from time to time prior to the Maturity Date with respect to the Term Loan Facility, request that additional term loans be made to it in accordance with this Section 2.1(g2.1(e) (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g2.1(e)(ii)) therein (Au) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 5,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (Bv) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten thirty (1030) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (Cw) the Interest Rate Option(s) and the Applicable Margin Margin(s) to be applicable to the all Incremental Term Loans in such Tranche, (Dx) the amortization for all Incremental Term Loans in such Tranche Tranche, and (Ey) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested, and (z) the proposed use of the proceeds of such Tranche of Incremental Term Loans. Subject to the last sentence in Section 2.1(g)(v2.1(e)(iv), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties. At the time of delivery of each Notice of Incremental Term Loan Borrowing, the Borrower shall also deliver to the Administrative Agent a certificate of a Compliance Officer of the Borrower certifying (1) that after giving effect to the Borrowing of such Tranche of Incremental Term Loans, the Loan Parties shall be in pro forma compliance with the covenants set forth in Article VIII as of the most recent period for which financial statements have been delivered (and showing the calculations thereof), and (2) that no Default or Event of Default then exists or would be caused thereby. There shall be no more than five (5) Tranches of Incremental Term Loans.

Appears in 1 contract

Samples: Credit Agreement (Alaska Communications Systems Group Inc)

Incremental Term Loans. (ia) After With effect from and including the Closing 2022 Incremental Agreement Effective Date, the Persons identified on the signature pages hereof as the “2022 Incremental Term Lenders” (the “2022 Incremental Term Lenders”) shall become party to the Amended Credit Agreement as a “Lender” and a “2022 Incremental Term Lender”, shall have an Incremental Term Loan Commitment in the amount set forth opposite its name on Schedule 1 hereto (such Incremental Term Loan Commitment, a “2022 Incremental Term Loan Commitment”), and shall have all of the rights and obligations of a “Lender” and a 2022 Incremental Term Lender under the Amended Credit Agreement and the other Credit Documents. (b) On the 2022 Incremental Agreement Effective Date, the 2022 Incremental Term Lenders shall make the 2022 Incremental Term Loans to the Borrower may from time to time request that additional term loans be made to it in accordance with this Section 2.1(g) (each, an “Incremental Term Loan”2(b) by delivering a Notice of to the Borrower immediately available funds in an amount equal to its respective 2022 Incremental Term Loan Borrowing to the Administrative Agent, specifying Commitment. (subject to the restrictions set forth in this Section 2.1(g)c) therein (A) the amount Each of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 Borrower and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (B) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten (10) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin to be applicable hereby consents to the provision by the 2022 Incremental Term Loans in Lenders of such Tranche, (D) the amortization for all Lender’s 2022 Incremental Term Loans Loans, in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower each case to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in extent such consent is required under Section 2.1(g)(v2.14(d), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties.

Appears in 1 contract

Samples: Credit Agreement (Snap One Holdings Corp.)

Incremental Term Loans. (ia) After At any time and from time to time, subject to the Closing Dateterms and conditions set forth herein, the Borrower may from time may, by notice to time the Agent (whereupon the Agent shall promptly deliver a copy to each of the Lenders), request that to increase the amount of Initial Term B Loans or add one or more additional tranches of term loans be made to it in accordance with this Section 2.1(g) (eachany such Initial Term B Loans or additional tranche of term loans, an the “Incremental Term LoanLoans) by delivering a Notice ); provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment no Event of Default has occurred and is continuing or shall result therefrom. Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Term Loan Borrowing to Loans (other than Refinancing Term Loans) outstanding at any time (determined at the Administrative Agent, specifying (subject to time of incurrence) shall not exceed the restrictions set forth in this Section 2.1(g)) therein (A) the amount of the Tranche Maximum Incremental Facilities Amount. Each Facility of Incremental Term Loans requested (which Tranche an “Incremental Facility”) shall be in a minimum an aggregate principal amount equal to the lesser of (x) $20,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (B) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be that is not less than ten (10) days from $25,000,000 unless otherwise agreed by the date of delivery Agent, provided that such amount may be less than the applicable minimum amount if such amount represents the entirety of the Notice remaining Maximum Incremental Facilities Amount. Each Incremental Facility shall have the same guarantees as, and be secured on a pari passu basis by the same Collateral securing, all of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) other Obligations under this Agreement and the Applicable Margin to be applicable to the Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v), each Notice of Incremental Term other Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan PartiesDocuments.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Lands End Inc)

Incremental Term Loans. (i) After the Closing Date, the Borrower may from time to time prior to the Maturity Date with respect to the Incremental Term Loan Facility, request that additional term loans be made to it in accordance with this Section 2.1(g) (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g)) therein (A) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 and (y) the then current Incremental Flex-Debt Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (B) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten (10) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin Margin(s) to be applicable to the all Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties.

Appears in 1 contract

Samples: Credit Agreement (Shenandoah Telecommunications Co/Va/)

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