New Term Loans. (i) Borrower may up to three times during the period from and including the Amendment No. 5 Effective Date to and including May 15, 2008, by written notice to Administrative Agent elect to request the establishment of additional Term Loan Commitments (the “New Term Loan Commitments”), by an amount not in excess of $200 million in the aggregate, pursuant to this Section 2.1(d), and not less than $25 million individually. Each such notice shall specify (a) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Term Loan Commitments shall be effective, which shall be a date not less than one Business Day after the date on which such notice is delivered to Administrative Agent and (b) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom Borrower proposes any portion of such New Term Loan Commitments be allocated and the amounts of such allocations; provided that, any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective as of such Increased Amount Date without further written consent or authorization from Lenders or the Administrative Agent; provided that, (a) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments; (b) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2 shall be satisfied; (c) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 5 and 6 after giving effect to such New Term Loan Commitments and New Term Loans; (d) the New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements (each, a “Joinder Agreement”) (which shall set forth, for such New Term Loan Commitments and the New Term Loans made pursuant thereto, the Applicable Margin and scheduled amortization thereof) executed and delivered by Borrower, Lead Arranger, Administrative Agent and each New Term Loan Lender; and (e) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans funded pursuant to any one Joinder Agreement shall be designated a separate series (each a “Series”) of New Term Loans for all purposes of this Agreement. Upon and after the effectiveness of New Term Loan Commitments, subject to the satisfaction of the foregoing terms and conditions and other applicable terms and conditions in this Agreement and the Joinder Agreement, (a) each New Term Loan Lender of such Series shall make a New Term Loan to Borrower in an amount equal to its pro rata portion of the New Term Loan Commitment being funded, and (b) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and the amount of New Term Loan Commitments of such Series. Each New Term Loan Commitment with respect to any Series shall terminate immediately and without further action upon funding of such New Term Loan. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to Term Loans. In any event (a) the applicable maturity date of each Series of New Term Loans shall be no earlier than the Final Maturity Date, and (b) the Weighted-Average Life to Maturity of all New Term Loans of any Series shall be no shorter than the Weighted-Average Life to Maturity of the Terms Loans made under Section 2.1(a). Notwithstanding anything to the contrary contained herein, Borrower, Guarantors and Administrative Agent may execute such amendments and/or amendments and restatements to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the provisions of this subsection 2.1(d)(i), and each Joinder Agreement may, without the consent of any other Lenders, effect any such amendments and/or amendments and restatements to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the provisions of this subsection 2.1(d)(i). (ii) Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (x) for New Term Loans that are Base Rate Loans, one Business Day prior to the requested funding of a New Term Loan, and (y) for New Term Loans that are Eurodollar Rate Loans, three Business Days prior to the requested funding of a New Term Loan, it being understood that any such Funding Notice may be delivered concurrently with notice by Borrower to Administrative Agent requesting New Term Loan Commitments as provided for in subsection 2.1(d)(i). Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender with a New Term Loan Commitment relating to the proposed borrowing. (iii) Each Lender with a New Term Loan Commitment shall make its New Term Loan, as provided above, available to Administrative Agent not later than 12:00 p.m. (New York City time) on the date specified for such funding by the Borrower on the applicable Funding Notice, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such New Term Loans available to Borrower on such date by causing an amount of same day funds in Dollars equal to the proceeds of all such New Term Loans received by Administrative Agent from Lenders to be credited to the account of Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Borrower.”
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New Term Loans. (i) Borrower So long as the Overadvance Amount has been reduced to zero and/or terminated, the Company may up to three times during the period from and including the Amendment No. 5 Effective Date to and including May 15, 2008, by written notice to Administrative Agent the Agents elect to request the establishment of additional Term Loan Commitments one or more new term loan commitments (the “New Term Loan Commitments”"NEW TERM LOAN COMMITMENTS"), by an amount not in excess of $200 million 150,000,000 in the aggregate, pursuant to this Section 2.1(d), aggregate and not less than $25 million individually50,000,000 individually (or such lesser amount which shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $150,000,000 and all such New Term Loan Commitments obtained prior to such date), and integral multiples of $25,000,000 in excess of that amount. Each such notice shall specify (aA) the date (each, an “Increased Amount Date”"INCREASED AMOUNT DATE") on which Borrower Company proposes that the New Term Loan Commitments shall be effective, which shall be a date not less than one 10 Business Day Days after the date on which such notice is delivered to Administrative Agent the Agents and (bB) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”"NEW TERM LOAN LENDER", as applicable) to whom Borrower Company proposes any portion of such New Term Loan Commitments be allocated and the amounts of such allocations; provided that, that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective effective, as of such Increased Amount Date without further written consent or authorization from Lenders or the Administrative AgentDate; provided that, that (a1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; (b2) both before and after giving effect to the making of any Series CREDIT AND GUARANTY AGREEMENT EXECUTION 95 of New Term Loans, each of the conditions set forth in Section 3.2 shall be satisfied; (c3) Borrower Company and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 5 and 6 Section 6.8 as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1(b) or (c), after giving effect to such New Term Loan Commitments and New Term LoansCommitments; (d4) the New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements (each, a “Joinder Agreement”) (which shall set forth, for such New Term Loan Commitments and the New Term Loans made pursuant thereto, the Applicable Margin and scheduled amortization thereof) executed and delivered by BorrowerCompany, Lead Arrangerand Administrative Agent, Administrative Agent and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.20(c); (5) Company shall make any payments required pursuant to Section 2.18(c) in connection with the New Term Loan LenderCommitments, as applicable; and (e6) Borrower Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans funded pursuant to any one Joinder Agreement made on an Increased Amount Date shall be designated designated, a separate series (each a “Series”"SERIES") of New Term Loans for all purposes of this Agreement. Upon and after the effectiveness of On any Increased Amount Date on which any New Term Loan CommitmentsCommitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions and other applicable terms and conditions in this Agreement and the Joinder Agreementconditions, (ai) each New Term Loan Lender of such any Series shall make a New Term Loan to Borrower such Borrowers as the Company shall designate (a "NEW TERM LOAN") in an amount equal to its pro rata portion of the New Term Loan Commitment being fundedof such Series, and (bii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of Borrower’s Company's notice of each Increased Amount Date and in respect thereof the amount Series of New Term Loan Commitments and the New Term Loan Lenders of such Series. Each New Term Loan Commitment with respect , in each case subject to any Series shall terminate immediately and without further action upon funding of such New Term Loanthe assignments contemplated by this Section. The terms and provisions of the New Term Loans and Loans, New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche B Term Loans. In any event (ai) the applicable weighted average life to maturity date of each Series of New Term Loans shall be no earlier than the Final Maturity Date, and (b) the Weighted-Average Life to Maturity of all New Term Loans of any Series shall be no shorter than the Weighted-Average Life weighted average life to Maturity maturity of the Revolving Loans, the Tranche A Term Loans and the Tranche B Terms Loans made under Section 2.1(a). Notwithstanding anything Loans, (ii) the applicable New Term Loan Maturity Date of each Series shall be no earlier than six (6) months after the Tranche B Term Loan Maturity Date, (iii) the rate of interest applicable to the contrary contained herein, Borrower, Guarantors and Administrative Agent may execute such amendments and/or amendments and restatements to this Agreement New Term Loans of each Series shall be determined by Company and the other Loan Documents applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that in the event that (x) the Aggregate Average Yield on any Series of New Term Loans for the period from the date thereof (as may be necessary or advisable to effectuate such Series, the provisions "SERIES ISSUANCE DATE") to the scheduled maturity date thereof (giving effect in such calculation to all Computation Factors) exceeds (y) the Aggregate Average Yield on the Tranche B Term Loans for the period from the Series Issuance Date for such Series of this subsection 2.1(d)(i)New Term Loans to the scheduled maturity date of the Tranche B Term Loans (giving effect in such calculation to all Computation Factors) by more than 0.25% per annum, and each then the Borrowers shall, at their option, increase the interest rate on the Tranche B Term Loans to such level, and/or CREDIT AND GUARANTY AGREEMENT EXECUTION pay to the holders of the Tranche B Term Loans a yield maintenance fee (a "YIELD MAINTENANCE FEE") in such amounts, as will result in the Aggregate Average Yield on the Tranche B Term Loans for the period from the relevant Series Issuance Date to the scheduled maturity date of the Tranche B Term Loans (giving effect in such calculation to the Computation Factors) equaling the Aggregate Average Yield on such Series of New Term Loans for the period from the Series Issuance Date therefor to the scheduled maturity date thereof (giving effect in such calculation to the Computation Factors) less 0.25% per annum. Each Joinder Agreement may, without the consent of any other Lenders, effect any such amendments and/or amendments and restatements to this Agreement and the other Loan Credit Documents as may be necessary or advisable appropriate, in the opinion of the Agents to effectuate effect the provisions provision of this subsection 2.1(d)(i)Section 2.25.
(ii) Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (x) for New Term Loans that are Base Rate Loans, one Business Day prior to the requested funding of a New Term Loan, and (y) for New Term Loans that are Eurodollar Rate Loans, three Business Days prior to the requested funding of a New Term Loan, it being understood that any such Funding Notice may be delivered concurrently with notice by Borrower to Administrative Agent requesting New Term Loan Commitments as provided for in subsection 2.1(d)(i). Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender with a New Term Loan Commitment relating to the proposed borrowing.
(iii) Each Lender with a New Term Loan Commitment shall make its New Term Loan, as provided above, available to Administrative Agent not later than 12:00 p.m. (New York City time) on the date specified for such funding by the Borrower on the applicable Funding Notice, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such New Term Loans available to Borrower on such date by causing an amount of same day funds in Dollars equal to the proceeds of all such New Term Loans received by Administrative Agent from Lenders to be credited to the account of Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Borrower.”
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Samples: Credit and Guaranty Agreement (International Steel Group Inc)
New Term Loans. (i) Borrower With the written consent of Administrative Agent, Borrowers’ Agent may up from time to three times during the period from and including the Amendment No. 5 Effective Date to and including May 15, 2008time, by written notice to Administrative Agent elect Agent, request at any time during the Loan Increase Period, on the terms and subject to request the establishment conditions contained in this Agreement, commitments to make term loans (x) to the Domestic Borrowers, on a joint and several basis, in Dollars and/or (y) to the Offshore Borrower in an Offshore Currency, which term loans shall be made as one or more additional tranches of additional Term Loan Commitments (the “New Term Loan Commitments”), by an amount not in excess of $200 million in the aggregate, pursuant to this Section 2.1(d), and not less than $25 million individually. Each such notice shall specify (a) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Term Loan Commitments shall be effective, which shall be a date not less than one Business Day after the date on which such notice is delivered to Administrative Agent and (b) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom Borrower proposes any portion of such New Term Loan Commitments be allocated and the amounts of such allocationsLoans hereunder; provided that, any Lender approached that (1) after giving effect to provide all or a portion the aggregate principal amount of the New Term Loan Commitments may elect or declinepursuant to this subsection 2.1A(vi) and the Dollar Equivalent amount thereof on the date of effectiveness, in its sole discretion, to provide a New Term Loan Commitment. Such New Term the Total Utilization of Incremental Loan Commitments shall become effective as of such Increased Amount Date without further written consent or authorization from Lenders or the Administrative Agent; provided thatnot exceed $400,000,000, (a2) no Event of Default or Potential Event of Default shall exist on such Increased Amount Date before have occurred and be continuing or after giving effect to shall occur as a result from the incurrence of such New Term Loan Commitments; Loans, (b3) both before and after giving effect to the making to the incurrence of any Series of such New Term LoansLoans pursuant to this subsection 2.1A(vi), each of the conditions set forth in Section 3.2 shall be satisfied; (c) Borrower and its Subsidiaries Borrowers shall be in pro forma compliance with each of the financial covenants set forth in Sections 5 and 6 after giving effect to such New Term Loan Commitments and New Term Loans; subsection 7.6, (d4) the New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements (each, a “Joinder Agreement”) (which shall set forth, for such New Term Loan Commitments and the New Term Loans made pursuant thereto, the Applicable Margin and scheduled amortization thereof) executed and delivered by Borrower, Lead Arranger, Administrative Agent and each New Term Loan Lender; and (e) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans funded pursuant to any one Joinder Agreement shall be designated a separate series (each a “Series”) of New Term Loans for all purposes of this Agreement. Upon and after the effectiveness of New Term Loan Commitments, subject to the satisfaction of the foregoing terms and conditions and other applicable terms and conditions in this Agreement and the Joinder Agreement, (a) each New Term Loan Lender of such Series shall make a New Term Loan to Borrower in an amount equal to its pro rata portion of the New Term Loan Commitment being funded, and (b) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and the amount of New Term Loan Commitments of such Series. Each New Term Loan Commitment with respect to any Series shall terminate immediately and without further action upon funding proceeds of such New Term Loan. The terms and provisions Loans are applied to Permitted Applications of Incremental Loan Proceeds, (5) the final stated maturity of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to Term Loans. In any event (a) the applicable maturity date of each Series of New Term Loans shall be no earlier than the Final Maturity Revolving Loan Commitment Termination Date, (6) such New Term Loans shall have no mandatory amortization prior to the Revolving Loan Commitment Termination Date, (7) each such request shall be for a minimum additional principal amount of at least $40,000,000 (or the Offshore Currency Equivalent thereof, as applicable), (8) prior to the date of effectiveness of such New Term Loan Commitments, each Lender shall have received written notice from the Administrative Agent of the aggregate principal amount of such New Term Loans, and (b9) Borrowers shall, and shall cause their respective Subsidiaries to, execute and deliver such documents and instruments and take such other actions as may be reasonably requested by Administrative Agent in connection with the Weighted-Average Life New Term Loan Commitments and the incurrence of the New Term Loans. Any request under this subsection 2.1A(vi) shall be submitted by Borrower’s Agent to Maturity Administrative Agent (and Administrative Agent shall forward copies to each Lender), specify the proposed effective date and amount of all such New Term Loan Commitment (which date and amount shall be reasonably acceptable to Administrative Agent) and be accompanied by an Officer’s Certificate of Company certifying items (1) through (4) of the previous sentence. Each existing Lender that desires to commit to the new tranche of New Term Loans shall as soon as practicable specify the amount of any Series New Term Loan Commitments which it is willing to assume. If the total amount that the existing Lenders are willing to commit exceeds the amount of New Term Loan Commitments requested by Borrower’s Agent, Administrative Agent shall allocate such amount among the existing Lenders who have agreed to provide New Term Loan Commitments. If the total amount that the existing Lenders are willing to commit to is less than the amount requested by Borrower’s Agent, Borrower’s Agent may designate new lenders who qualify as Eligible Assignees and which are reasonably acceptable to Administrative Agent as additional Lenders hereunder in accordance with this subsection 2.1A(vi), which new lenders may assume all or a portion of the excess New Term Loan Commitments and each existing Lender with a New Term Loan Commitment and each such new lender with a New Term Loan Commitment shall be no shorter than a New Term Lender hereunder. Each additional New Term Loan Lender designated by Borrower’s Agent and acceptable to Administrative Agent shall become an additional party hereto as a New Term Lender concurrently with the Weighted-Average Life effectiveness of such New Term Loan Commitments in the aggregate principal amount of its New Term Loan Commitment, upon its execution of New Lender Supplement in the form of Exhibit XIV (and, in each case, otherwise in form and substance reasonably satisfactory to Maturity Administrative Agent). No Lender shall have any obligation, express or implied, to commit to any New Term Loan Commitments. Upon the effectiveness of the Terms Loans made under Section 2.1(a). Notwithstanding anything New Term Loan Commitments on the terms and conditions set forth herein, Company shall, or cause the applicable Borrower to, execute and deliver any additional Notes as any Lender may reasonably request and such modifications to the contrary contained hereinLoan Documents and customary deliverables as the Administrative Agents may reasonably request. In connection with the New Term Loans provided for in this subsection 2.1A(vi), Borrower, Guarantors and Administrative Agent may execute such conforming amendments and/or amendments and restatements supplements shall be made to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the provisions of this subsection 2.1(d)(i), and each Joinder Agreement may, reflect such New Term Loans without the consent of any other LendersLender not a lender of such New Term Loans, effect any such including, without limitation, if applicable, conforming amendments and/or amendments supplements: (i) to provide for the New Term Loans as a new tranche or tranches of Loans hereunder and restatements to share ratably in the benefits of this Agreement and the other Loan Documents as may be necessary or advisable with the other Loans made to effectuate the provisions same Borrower under this Agreement, including in respect of this subsection 2.1(d)(i).
Collateral and in the application of prepayments, (ii) Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (x) provide for the interest rates applicable to such New Term Loans that are Base Rate Loans, one Business Day prior to the requested funding of a and amortization schedules for such New Term LoanLoans, and (yiii) for to include New Term Lenders in any determination of Lenders, Requisite Lenders, Requisite Class Lenders and Pro Rata Share as well as secured parties and/or beneficiaries under Collateral Documents. Notwithstanding anything in this Agreement expressed or implied to the contrary (including, without limitation in subsection 10.8), nothing herein shall be construed to require consent from Lenders that are not lenders of such New Term Loans that are Eurodollar Rate Loans, three Business Days prior to the requested funding incurrence of a such term loans in compliance with this subsection 2.1A(vi), and this subsection 2.1A(vi) shall supersede any provisions in subsection 10.8 to the contrary. Each tranche of New Term LoanLoans to be made under this subsection 2.1A(vi) shall be made to Domestic Borrowers or the Offshore Borrower (as applicable), it being understood that any such Funding Notice may be delivered concurrently with notice by Borrower to Administrative Agent requesting on a joint and several basis, on the same day as the New Term Loan Commitments as provided for in with respect to such tranche become effective under this subsection 2.1(d)(i2.1A(vi). Promptly upon receipt by Administrative Agent Upon effectiveness of any such Funding NoticeNew Term Loan Commitments, the Pro Rata Share of each Lender will be adjusted to give effect to the New Term Loan Commitments and Administrative Agent shall notify each Lender provide notice to Lenders with a New Term Loan Commitment relating to the proposed borrowing.
(iii) Each Lender with a New Term Loan Commitment shall make its New Term Loan, as provided above, available to Administrative Agent not later than 12:00 p.m. (New York City time) on the date specified for such funding by the Borrower on the applicable Funding Notice, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such New Term Loans available of such Lender’s Pro Rata Share after giving effect to Borrower on such date by causing an amount of same day funds in Dollars equal to the proceeds of all such additional tranche. Amounts borrowed as New Term Loans received by Administrative Agent from Lenders to and subsequently repaid or prepaid may not be credited to the account of Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Borrowerreborrowed.”
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New Term Loans. (i) Borrower may up to three times during the period from and including the Amendment No. 5 Effective Closing Date to and including May 15, 2008, by written notice to Administrative Agent elect to request the establishment of additional Term Loan Commitments (the “New Term Loan Commitments”), by an amount not in excess of $200 million in the aggregate, pursuant to this Section 2.1(d2.1(c), and not less than $25 million individually. Each such notice shall specify (a) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Term Loan Commitments shall be effective, which shall be a date not less than one Business Day after the date on which such notice is delivered to Administrative Agent and (b) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom Borrower proposes any portion of such New Term Loan Commitments be allocated and the amounts of such allocations; provided that, any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective as of such Increased Amount Date without further written consent or authorization from Lenders or the Administrative Agent; provided that, (a) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments; (b) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2 shall be satisfied; (c) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 5 and 6 after giving effect to such New Term Loan Commitments and New Term Loans; (d) the New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements (each, a “Joinder Agreement”) (which shall set forth, for such New Term Loan Commitments and the New Term Loans made pursuant thereto, the Applicable Margin and scheduled amortization thereof) executed and delivered by Borrower, Lead Arranger, Administrative Agent and each New Term Loan Lender; and (e) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans funded pursuant to any one Joinder Agreement shall be designated a separate series (each a “Series”) of New Term Loans for all purposes of this Agreement. Upon and after the effectiveness of New Term Loan Commitments, subject to the satisfaction of the foregoing terms and conditions and other applicable terms and conditions in this Agreement and the Joinder Agreement, (a) each New Term Loan Lender of such Series shall make a New Term Loan to Borrower in an amount equal to its pro rata portion of the New Term Loan Commitment being funded, and (b) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and the amount of New Term Loan Commitments of such Series. Each New Term Loan Commitment with respect to any Series shall terminate immediately and without further action upon funding of such New Term Loan. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to Term Loans. In any event (a) the applicable maturity date of each Series of New Term Loans shall be no earlier than the Final Maturity Date, and (b) the Weighted-Average Life to Maturity of all New Term Loans of any Series shall be no shorter than the Weighted-Average Life to Maturity of the Terms Loans made continued on the Closing Date as Term Loans under Section 2.1(a)this Agreement. Notwithstanding anything to the contrary contained herein, Borrower, Guarantors and Administrative Agent may execute such amendments and/or amendments and restatements to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the provisions of this subsection 2.1(d)(i2.1(c)(i), and each Joinder Agreement may, without the consent of any other Lenders, effect any such amendments and/or amendments and restatements to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the provisions of this subsection 2.1(d)(i2.1(c)(i).
(ii) Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (x) for New Term Loans that are Base Rate Loans, one Business Day prior to the requested funding of a New Term Loan, and (y) for New Term Loans that are Eurodollar Rate Loans, three Business Days prior to the requested funding of a New Term Loan, it being understood that any such Funding Notice may be delivered concurrently with notice by Borrower to Administrative Agent requesting New Term Loan Commitments as provided for in subsection 2.1(d)(i2.1(c)(i). Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender with a New Term Loan Commitment relating to the proposed borrowing.
(iii) Each Lender with a New Term Loan Commitment shall make its New Term Loan, as provided above, available to Administrative Agent not later than 12:00 p.m. (New York City time) on the date specified for such funding by the Borrower on the applicable Funding Notice, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such New Term Loans available to Borrower on such date by causing an amount of same day funds in Dollars equal to the proceeds of all such New Term Loans received by Administrative Agent from Lenders to be credited to the account of Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Borrower.”
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New Term Loans. (i) Borrower may up to three five times during following the period from and including the Amendment No. 5 Effective Date to and including May 15, 2008Closing Date, by written notice to Administrative Agent elect to request the establishment of additional Term Loan Commitments (the “New Term Loan Commitments”), by an amount not in excess of $200 million the Maximum New Term Loan Amount in the aggregate, pursuant to this Section 2.1(d2.1(c), and not less than $25 million 25,000,000 individually. Each such notice shall specify (a) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Term Loan Commitments shall be effective, which shall be a date not less than one Business Day after the date on which such notice is delivered to Administrative Agent and (b) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom Borrower proposes any portion of such New Term Loan Commitments be allocated and the amounts of such allocations; provided that, any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective as of such Increased Amount Date without further written consent or authorization from Lenders or the Administrative Agent; provided that, (a) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments; (b) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2 shall be satisfied; (c) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 5 and 6 after giving effect to such New Term Loan Commitments and New Term Loans; (d) the New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements (each, a “Joinder Agreement”) (which shall set forth, for such New Term Loan Commitments and the New Term Loans made pursuant thereto, the Applicable Margin and scheduled amortization thereof) executed and delivered by Borrower, Lead Arranger, Administrative Agent and each New Term Loan Lender; and (e) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans funded pursuant to any one Joinder Agreement shall be designated a separate series (each a “Series”) of New Term Loans for all purposes of this Agreement. Upon and after the effectiveness of New Term Loan Commitments, subject to the satisfaction of the foregoing terms and conditions and other applicable terms and conditions in this Agreement and the Joinder Agreement, (a) each New Term Loan Lender of such Series shall make a New Term Loan to Borrower in an amount equal to its pro rata portion of the New Term Loan Commitment being funded, and (b) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and the amount of New Term Loan Commitments of such Series. Each New Term Loan Commitment with respect to any Series shall terminate immediately and without further action upon funding of such New Term Loan. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to Term Loans. In any event (a) the applicable maturity date of each Series of New Term Loans shall be no earlier than the Final Maturity Date, and (b) the Weighted-Average Life to Maturity of all New Term Loans of any Series shall be no shorter than the Weighted-Average Life to Maturity of the Terms Loans made under Section 2.1(a). Notwithstanding anything to the contrary contained herein, Borrower, Guarantors and Administrative Agent may execute such amendments and/or amendments and restatements to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the provisions of this subsection 2.1(d)(i), and each Joinder Agreement may, without the consent of any other Lenders, effect any such amendments and/or amendments and restatements to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the provisions of this subsection 2.1(d)(i).
(ii) Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (x) for New Term Loans that are Base Rate Loans, one Business Day prior to the requested funding of a New Term Loan, and (y) for New Term Loans that are Eurodollar Rate Loans, three Business Days prior to the requested funding of a New Term Loan, it being understood that any such Funding Notice may be delivered concurrently with notice by Borrower to Administrative Agent requesting New Term Loan Commitments as provided for in subsection 2.1(d)(i). Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender with a New Term Loan Commitment relating to the proposed borrowing.
(iii) Each Lender with a New Term Loan Commitment shall make its New Term Loan, as provided above, available to Administrative Agent not later than 12:00 p.m. (New York City time) on the date specified for such funding by the Borrower on the applicable Funding Notice, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such New Term Loans available to Borrower on such date by causing an amount of same day funds in Dollars equal to the proceeds of all such New Term Loans received by Administrative Agent from Lenders to be credited to the account of Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Borrower.”;
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