Common use of Incremental Tranche B Term Loans Clause in Contracts

Incremental Tranche B Term Loans. (a) On the terms and subject to the conditions set forth herein and in the Credit Agreement, each Incremental Tranche B Term Lender hereby agrees, severally and not jointly, to make an Incremental Tranche B Term Loan to the Borrower on the Incremental Tranche B Term Effective Date in an aggregate principal amount equal to its Incremental Tranche B Term Commitment. The proceeds of the Incremental Tranche B Term Loans shall be used by the Borrower for the purposes set forth in the recitals to this Amendment. (b) The Incremental Tranche B Term Loans shall constitute a new Class of Term Loans under the Credit Agreement. The initial Interest Period for the Incremental Tranche B Term Loans shall be as set forth in the Borrowing Request with respect to the Incremental Tranche B Term Loans. Unless the context shall otherwise require, from and after the Incremental Tranche B Term Effective Date, each Incremental Tranche B Term Lender shall constitute a “Term Lender” and “Lender”, each Incremental Tranche B Term Commitment shall constitute a “Commitment” and the loans made thereunder shall constitute “Incremental Term Loans”, “Incremental Tranche B Term Loans” and “Loans”, in each case for all purposes of the Credit Agreement and the other Loan Documents. (c) The Borrower may make only one borrowing under the Incremental Tranche B Term Commitments on the Incremental Tranche B Term Effective Date. Any amount borrowed under this Section 2 and subsequently repaid or prepaid may not be reborrowed. Each Incremental Tranche B Term Lender’s Incremental Tranche B Term Commitment shall terminate immediately and without further action on the Incremental Tranche B Term Effective Date after giving effect to the initial funding of such Incremental Tranche B Term Lender’s Incremental Tranche B Term Loans on the Incremental Tranche B Term Effective Date. The Incremental Tranche B Term Loans shall be denominated in Dollars. (d) This Amendment shall satisfy the requirements of Section 2.21(a) of the Credit Agreement regarding the delivery of a written notice with respect to the Incremental Tranche B Term Commitments contemplated by this Amendment.

Incremental Tranche B Term Loans. (a) On Subject to and upon the terms and subject to the conditions set forth herein and in the Credit Agreementherein, each Incremental Tranche B Term Lender hereby agreesparty hereto severally agrees to make, severally and not jointlyon the Incremental Tranche B Facility Effective Date (as defined below), to make an Incremental Tranche B Term Loan in U.S. dollars to the Borrower on in an amount equal to the commitment amount set forth next to such Incremental Tranche B Term Effective Date Lender’s name in an aggregate principal amount equal to its Schedule 1 hereto under the caption “Incremental Tranche B Term CommitmentLoan Commitments”. The proceeds Incremental Tranche B Term Loans shall rank pari passu in right of payment and of security with the Term Loans made prior to the date hereof and shall have the same terms thereof, except as expressly set forth herein or in the Credit Agreement. Except as expressly set forth herein or in the Credit Agreement, the Incremental Tranche B Term Loans shall be used by the Borrower for the purposes set forth in the recitals to this Amendment. (b) The Incremental Tranche B Term Loans shall constitute a new Class of Term Loans under the Credit Agreement. The initial Interest Period for the Incremental Tranche B Term Loans shall be as set forth in the Borrowing Request with respect to the Incremental Tranche B “Loans”, “Term Loans. Unless the context shall otherwise require, from and after the Incremental Tranche B Term Effective Date, each Incremental Tranche B Term Lender shall constitute a “Term Lender” and “Lender”, each Incremental Tranche B Term Commitment shall constitute a “Commitment” and the loans made thereunder shall constitute “Incremental Term Loans”, “and the Incremental Tranche B Term LoansLenders shall be “Lenders” and “LoansTerm Lenders”, in each case for all purposes of the Credit Agreement and the other Loan Documents. (c) . The Borrower may make only one borrowing under the Incremental Tranche B Term Commitments on Loans may be repaid or prepaid in accordance with the Incremental Tranche B Term Effective Date. Any amount borrowed under provisions of the Credit Agreement and this Section 2 and subsequently Amendment, but once repaid or prepaid may not be reborrowed. Each Incremental Tranche B Term Lender’s Incremental Tranche B Term Commitment shall terminate immediately and without further action on the Incremental Tranche B Term Effective Date after giving effect to the initial funding of such Incremental Tranche B Term Lender’s Incremental Tranche B Term Loans on the Incremental Tranche B Term Effective Date. The Incremental Tranche B Term Loans shall be denominated in Dollars. (d) This Amendment shall satisfy the requirements of Section 2.21(a) of the Credit Agreement regarding the delivery of a written notice with respect to the Incremental Tranche B Term Commitments contemplated by this Amendment.

Incremental Tranche B Term Loans. (a) On the terms and subject At any time prior to the conditions set forth herein and in Incremental Facility Termination Date, the Credit AgreementBorrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request additional Tranche B Term Loans (all such additional Tranche B Term Loans, collectively, the "Incremental Tranche B Term Lender hereby agreesLoans"); provided, severally however, that both at the time of any such request and not jointly, after giving effect to make an any such Incremental Tranche B Term Loan to Loans (i) no Default has occurred and is continuing or would result therefrom, (ii) the Borrower and its Restricted Subsidiaries are in compliance, on the Incremental Tranche B Term Effective Date in an aggregate principal amount equal a pro forma basis after giving effect to its Incremental Tranche B Term Commitment. The proceeds of the Incremental Tranche B Term Loans shall and the application of the proceeds therefrom (and any related incurrence or repayment of Indebtedness in connection with a Permitted Acquisition, with any new Indebtedness being deemed to be used by amortized over the applicable testing period in accordance with its terms, and assuming that any Revolving Loans borrowed in connection with such Permitted Acquisition are repaid with excess cash balances when available), with the covenants contained in Sections 6.13, 6.14 and 6.15 recomputed as at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if such transactions had occurred on the purposes set forth in first day of each relevant period for testing such compliance, (iii) the recitals Senior Debt Leverage Ratio of the Borrower, calculated on a pro forma basis after giving effect to this Amendment. (b) The such Incremental Tranche B Term Loans shall constitute a new Class of Term Loans under the Credit Agreement. The initial Interest Period for the Incremental Tranche B Term Loans shall be as set forth in the Borrowing Request with respect to the Incremental Tranche B Term Loans. Unless the context shall otherwise require, from and after the Incremental Tranche B Term Effective Date, each Incremental Tranche B Term Lender shall constitute a “Term Lender” and “Lender”, each Incremental Tranche B Term Commitment shall constitute a “Commitment” and the loans made thereunder shall constitute “Incremental Term Loans”, “Incremental Tranche B Term Loans” and “Loans”, in each case for all purposes application of the Credit Agreement proceeds therefrom (and any related incurrence or repayment of Indebtedness in connection with a Permitted Acquisition, with any new Indebtedness being deemed to be amortized over the other Loan Documents. (c) The Borrower may make only one borrowing under the Incremental Tranche B Term Commitments applicable testing period in accordance with its terms, and assuming that any Revolving Loans borrowed in connection with such Permitted Acquisition are repaid with excess cash balances when available), as if such transactions had occurred on the Incremental Tranche B Term Effective Date. Any amount borrowed under this Section 2 and subsequently repaid or prepaid may first day of such period, as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, shall not be reborrowed. Each Incremental Tranche B Term Lender’s Incremental Tranche B Term Commitment shall terminate immediately in excess of (x) 3.50 to 1.00, for any fiscal quarter ended prior to September 30, 2002, and without further action on the Incremental Tranche B Term Effective Date after giving effect to the initial funding of such Incremental Tranche B Term Lender’s Incremental Tranche B Term Loans on the Incremental Tranche B Term Effective Date. The Incremental Tranche B Term Loans shall be denominated in Dollars. (d) This Amendment shall satisfy the requirements of Section 2.21(a) of the Credit Agreement regarding the delivery of a written notice with respect to the Incremental Tranche B Term Commitments contemplated by this Amendment.y)

Incremental Tranche B Term Loans. (a) On Subject to the terms and subject to the conditions set forth herein and in the Credit AgreementAgreement (as amended hereby), each Incremental Tranche B Term Lender hereby agrees, severally and not jointly, to make an Incremental Tranche B Term Loan Loans to the Borrower Company on the Second Amendment Effective Date in the amount set forth opposite such Incremental Tranche B Term Lender’s name on Schedule I hereto. (a) The Incremental Tranche B Term Loans shall constitute additional Tranche B Term Loans under the Credit Agreement (as amended hereby) and shall be part of the same Class of Loans as, and not a separate Class of Loans from, the Tranche B Term Loans (which for greater certainty, as of the Closing Date shall consist solely of the Refinancing Tranche B Term Loans and the Incremental Tranche B Term Effective Date in Loans). Unless the context shall otherwise require, each Incremental Tranche B Term Lender shall constitute an aggregate principal amount equal to Incremental Term Lender, a Tranche B Term Lender, a Term Lender and a Lender under the Credit Agreement (as amended hereby), and its Incremental Tranche B Term Commitment. Loans shall constitute Incremental Term Loans, Tranche B Term Loans and Term Loans, in each case for all purposes of the Credit Agreement (as amended hereby) and the other Loan Documents. (b) Unless previously terminated, the Incremental Tranche B Term Commitments shall terminate upon the making of the Incremental Tranche B Term Loans on the Second Amendment Effective Date. (c) The proceeds Net Cash Proceeds of the Incremental Tranche B Term Loans shall be used by the Borrower Company (i) to prepay Revolving Credit Loans outstanding on the Closing Date (but not, for the purposes set forth avoidance of doubt, to reduce Revolving Credit Commitments in respect thereof) in an aggregate principal amount equal to the recitals to this Amendment. lesser of (bA) The Incremental Tranche B Term Loans shall constitute a new Class the Net Cash Proceeds of Term Loans under the Credit Agreement. The initial Interest Period for the Incremental Tranche B Term Loan Facility and (B) the aggregate principal amount of all Revolving Credit Loans shall be as set forth in the Borrowing Request with respect then outstanding and (ii) to the Incremental Tranche B Term Loans. Unless the context shall otherwise requireextent any excess Net Cash Proceeds are available after such prepayment, from and after the Incremental Tranche B Term Effective Date, each Incremental Tranche B Term Lender shall constitute a “Term Lender” and “Lender”, each Incremental Tranche B Term Commitment shall constitute a “Commitment” and the loans made thereunder shall constitute “Incremental Term Loans”, “Incremental Tranche B Term Loans” and “Loans”, in each case for all general corporate purposes of the Credit Agreement Borrower, including the payment of fees and the other Loan Documentsexpenses. (c) The Borrower may make only one borrowing under the Incremental Tranche B Term Commitments on the Incremental Tranche B Term Effective Date. Any amount borrowed under this Section 2 and subsequently repaid or prepaid may not be reborrowed. Each Incremental Tranche B Term Lender’s Incremental Tranche B Term Commitment shall terminate immediately and without further action on the Incremental Tranche B Term Effective Date after giving effect to the initial funding of such Incremental Tranche B Term Lender’s Incremental Tranche B Term Loans on the Incremental Tranche B Term Effective Date. The Incremental Tranche B Term Loans shall be denominated in Dollars. (d) This Amendment shall satisfy the requirements of Section 2.21(a) of the Credit Agreement regarding the delivery of a written notice with respect to the Incremental Tranche B Term Commitments contemplated by this Amendment.