Term Commitment Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, (i) the Fronting Bank severally agrees, to the extent, in each case, that the Administrative Agent has received corresponding payments from other Lenders pursuant to clause (ii) below, to make available to the Borrower up to seven (7) advances of term loans in Dollars ("Delayed-Draw Term Loans") from time to time from the Closing Date until the Delayed-Draw Term Loan Commitment Termination Date and (ii) each Lender severally agrees, for the benefit of the Borrower, to purchase from the Fronting Bank such Lender's Delayed-Draw Term Loan Commitment Percentage of each such Delayed-Draw Term Loan advanced by the Fronting Bank; provided, however, that (i) the aggregate principal amount of all Delayed-Draw Term Loans shall not exceed SEVENTY-FIVE MILLION DOLLARS ($75,000,000) (as such aggregate maximum amount may be reduced from time to time as provided in Section 3.4, the "Delayed-Draw Term Loan Committed Amount") and (ii) with regard to each Lender individually, such Lender shall not be required to purchase outstanding Delayed-Draw Term Loans in an aggregate amount exceeding such Lender's Delayed-Draw Term Loan Commitment Percentage of the Delayed-Draw Term Loan Committed Amount. Delayed-Draw Term Loans may consist of Base Rate Loans or Eurodollar Loans, or a combination thereof, as the Borrower may request (subject to the terms of this Section 2.3); provided, however, that no more than ten (10) Eurodollar Loans which are Delayed-Draw Term Loans shall be outstanding hereunder at any time (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period). Amounts repaid or prepaid on the Delayed-Draw Term Loans may not be reborrowed.
Term A Loan The Borrower shall repay the outstanding principal amount of the Term A Loan in equal quarterly installments of $8,437,500 on the last Business Day of each March, June, September and December, beginning with March 31, 2017 (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05), with the outstanding principal balance of the Term A Loan due on the Term A Maturity Date, unless accelerated sooner pursuant to Section 9.02.
Term A Loans The Parent Borrower shall repay the Term A Loans in the applicable currency of such Term A Loans in quarterly principal installments as follows:
Term Loan A Subject to the terms and conditions set forth herein, the Lenders will make advances of their respective Term Loan A Commitment Percentages of a term loan (the “Term Loan A”) in an amount not to exceed the Term Loan A Commitment, which Term Loan A will be disbursed to the Borrower in Dollars in a single advance on the Closing Date. The Term Loan A may consist of Base Rate Loans, Adjusted LIBOR Rate Loans, or a combination thereof, as the Borrower may request. Amounts repaid on the Term Loan A may not be reborrowed.
Term Loan Facility Each Lender severally agrees, on the terms and conditions set forth herein, to make Loans to the Borrower during the period from the Closing Date to June 12, 2009, in an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on June 12, 2009, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “Term Loan”) shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after June 12, 2009, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicable.
Tranche B Loans Subject to the terms and conditions of this Agreement (including, without limitation, Section 2.13(a) and Article 6), each Tranche B Lender severally agrees to make one or more loans to the Borrower from time to time from and including the New Advance Date to but excluding the Tranche B Commitment Termination Date up to but not exceeding the amount of such Tranche B Lender's Tranche B Commitment as then in effect; provided, however, that the aggregate outstanding principal amount of the Tranche B Loans and the aggregate outstanding principal amount of the Tranche C Loans used to pay Permitted Third-Party Expenses shall not at any time exceed the Permitted Third-Party Expenses Borrowing Base. Notwithstanding anything to the contrary contained in this Agreement, the Borrower, the Administrative Agent and the Lenders agree that, as of the Closing Date, the aggregate outstanding principal amount of the Original Tranche B Loans is $1,040,430.75, which amount shall be deemed outstanding as Tranche B Loans hereunder. (Such loans referred to in this Section 2.1(b) now or hereafter made or deemed made by the Tranche B Lenders to the Borrower, including, without limitation, such loans which remain outstanding after the Tranche B Commitment Termination Date, are hereinafter collectively called the "Tranche B Loans".) The Borrower may not reborrow the Tranche B Loans which have been repaid. The parties hereto hereby agree that, as of the Closing Date, the aggregate outstanding principal amount of the Tranche B Loans is $1,040,430.75.
Term Loan B Subject to the terms and conditions of this Agreement, each Term Loan B Lender, severally and not jointly, will make a term loan to Borrowers in the amount equal to such Term Loan B Lender’s Term Loan B Commitment Percentage of $21,500,000 (the “Term Loan B”). The Term Loan B shall be advanced on the Closing Date and shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: on or before the date that is forty-five (45) days after the last day of each fiscal quarter (each a “True-Up Date”), commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term, Borrowers shall repay the Term Loan B in an amount equal to the greater of (x) $537,500 and (y) the Term Loan B Lenders Pro Rata Share of the lesser of (I) 50% of Excess Cash Flow for the most recently ended prior fiscal quarter for which financial statements were delivered to Agents and (II) 50% of the Maximum True Up Amount (provided that Borrowers shall pay the amount set forth in the foregoing clause (x) no later than the first Business Day following the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term (it being understood and agreed that if the amount calculated pursuant to the foregoing clause (y) for each such period exceeds the amount set forth in the foregoing clause (x), the difference thereof (if any) shall be paid by Borrowers no later than the applicable True-Up Date)), followed by a final payment of all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses upon expiration of the Term. The Term Loan B shall be evidenced by one or more Term Notes. Term Loan B shall consist of LIBOR Rate Index Loans only.
Term Commitments Subject to the terms and conditions hereof, each Term Lender severally agrees to make a term loan (a “Term Loan”) to the Borrower on the Closing Date in an amount not to exceed the amount of the Term Commitment of such Lender. The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.12.
Term B Loans The Borrower shall repay to the Term B Lenders the aggregate principal amount of all Term B Loans outstanding on the last Business Day of the quarter ending on the following dates in the respective amounts set forth opposite such dates (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05): Date Amount June 30, 2007 $ 6,875,000 September 30, 2007 $ 6,875,000 December 31, 2007 $ 6,875,000 March 31, 2008 $ 6,875,000 June 30, 2008 $ 6,875,000 September 30, 2008 $ 6,875,000 December 31, 2008 $ 6,875,000 March 31, 2009 $ 6,875,000 June 30, 2009 $ 6,875,000 September 30, 2009 $ 6,875,000 December 31, 2009 $ 6,875,000 March 31, 2010 $ 6,875,000 June 30, 2010 $ 6,875,000 September 30, 2010 $ 6,875,000 December 31, 2010 $ 6,875,000 March 31, 2011 $ 6,875,000 June 30, 2011 $ 6,875,000 September 30, 2011 $ 6,875,000 December 31, 2011 $ 6,875,000 March 31, 2012 $ 6,875,000 June 30, 2012 $ 6,875,000 September 30, 2012 $ 6,875,000 December 31, 2012 $ 6,875,000 March 31, 2013 $ 6,875,000 June 30, 2013 $ 6,875,000 September 30, 2013 $ 6,875,000 December 31, 2013 $ 6,875,000 provided, however, that the final principal repayment installment of the Term B Loans shall be repaid on the Maturity Date for the Term B Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term B Loans outstanding on such date.
Tranche B Term Loans Each Lender that has a Tranche B Term Loan Commitment severally agrees to lend to Borrower on the Closing Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Term Loan Commitments to be used for the purposes identified in subsection 2.5A. Borrower shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York City time) at least one Business Day prior to the Closing Date, requesting a borrowing of the Tranche B Term Loans. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), and (ii) that such Loans shall be Base Rate Loans. The aggregate amount of the Tranche B Term Loan Commitments is $45,000,000; PROVIDED that the Tranche B Term Loan Commitments of Lenders shall be adjusted to (1) give effect to any assignments of the Tranche B Term Loan Commitments pursuant to subsection 10.1B and (2) any increase in Tranche B Term Loans pursuant to subsection 2.1A(iv). Each Lender's Tranche B Term Loan Commitment shall expire immediately and without further action on March 31, 2002 if the Tranche B Term Loans have not been made on or before that date. Subject to subsection 2.1A(iv), Borrower may make only one borrowing under the Tranche B Term Loan Commitments. Amounts 35 borrowed under this subsection 2.1A(ii) and subsequently repaid or prepaid may not be reborrowed.
