Common use of Delayed Draw Term Commitments Clause in Contracts

Delayed Draw Term Commitments. Subject to the terms and conditions set forth herein, during the Delayed Draw Commitment Period, each Delayed Draw Term Lender with a Delayed Draw Term Commitment severally, and not jointly, agrees to make Delayed Draw Term Loans to the Borrower on each Delayed Draw Funding Date in Dollars in a principal amount not to exceed its Delayed Draw Term Commitment; provided that there shall not be more than five Delayed Draw Funding Dates during the Delayed Draw Commitment Period. Each Delayed Draw Term Lender’s Delayed Draw Term Commitment shall (x) be permanently reduced on each Delayed Draw Funding Date by the principal amount funded by each such Delayed Draw Term Lender on such Delayed Draw Funding Date and (y) terminate immediately and without further action on the Delayed Draw Termination Date. Amounts paid or prepaid in respect of the Delayed Draw Term Loans may not be reborrowed. Notwithstanding anything to the contrary contained herein, and immediately after giving effect to the incurrence of such Delayed Draw Term Loans (or, at the election of the Administrative Agent (such election to be notified to the Borrower and each Delayed Draw Term Lender), upon the Delayed Draw Termination Date), the outstanding principal amount of such Delayed Draw Term Loans shall be automatically deemed to constitute Initial Term Loans thereafter for all purposes of this Agreement and the other applicable Loan Documents; it being understood and agreed that such outstanding Delayed Draw Term Loans shall be added to (and form part of) each then outstanding Borrowing of Initial Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender that holds outstanding Term Loans and such Delayed Draw Term Loans will participate proportionately in each then outstanding Borrowing of Initial Term Loans (after giving effect to the conversion pursuant to this sentence). To the extent this clause (b) requires that Delayed Draw Term Lenders making new Delayed Draw Term Loans add such Delayed Draw Term Loans to the then outstanding Borrowings of Eurodollar Rate Loans of the Initial Term Loans, it is acknowledged that the effect thereof may result in such new Delayed Draw Term Loans having short Interest Periods (i.e., an Interest Period that began during an Interest Period then applicable to outstanding Eurodollar Rate Loans of the respective Term Facility and which will end on the last day of such Interest Period). Notwithstanding anything herein to the contrary, if the Administrative Agent determines, in consultation with the Borrower, on or prior to any Delayed Draw Funding Date that the Delayed Draw Term Loans and the Initial Term Loans made on the Closing Date will be treated as separate issues of debt instruments for tax purposes, the Administrative Agent may (in its sole discretion) require that the Delayed Draw Term Loans be incurred as a separate tranche of Term Loans hereunder and, without the consent of any other Lender, together with the Borrower may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to address technical issues relating to the treatment of the Delayed Draw Term Loans as a separate tranche of Term Loans hereunder.

Delayed Draw Term Commitments. Subject The Borrower shall pay to the terms and conditions set forth herein, during Administrative Agent for the Delayed Draw Commitment Period, account of each Delayed Draw Term Lender in accordance with a Delayed Draw Term Commitment severally, and not jointly, agrees to make Delayed Draw Term Loans to the Borrower on each Delayed Draw Funding Date in Dollars in a principal amount not to exceed its Delayed Draw Term Commitment; provided that there shall not be more than five Delayed Draw Funding Dates during , a ticking fee equal to (A) if the Worldspan Closing Date occurs prior to the 60th day following the Second Amendment and Restatement Effective Date, or if the Delayed Draw Commitment Period. Each Delayed Draw Term Commitments are terminated by the Borrower in accordance with Section 2.06(a) during such period, for the period from the Second Amendment and Restatement Effective Date to such 60th day an amount equal to 0.0% per annum of the actual daily average of each such Lender’s Delayed Draw Term Commitment shall for the period from and including the Second Amendment and Restatement Effective Date to and including such 60th day, (xB) be permanently reduced on each if the Worldspan Closing Date occurs at any time from the 61st day following the Second Amendment and Restatement Effective Date until the 150th day following the Second Amendment and Restatement Effective Date, or if the Delayed Draw Funding Date Term Commitments are terminated by the principal Borrower in accordance with Section 2.06(a) during such period, an amount funded by equal to 0.50% per annum of the actual daily average of each such Lender’s Delayed Draw Term Commitment for the period from and including such 61st day to and including the Worldspan Closing Date or such date of termination, and (C) if the Worldspan Closing Date occurs thereafter, or if the Delayed Draw Term Commitments are terminated by the Borrower in accordance with Section 2.06(a) thereafter, an amount equal to 1.00% per annum of the actual daily average of each such Lender’s New Post-First Amendment and Restatement Synthetic L/C Commitment for the period from and including such 151st day to and including the Worldspan Closing Date or such date of termination. The ticking fee shall accrue at all times from the Second Amendment and Restatement Effective Date, and shall be due and payable on the Worldspan Closing Date; provided that if the Delayed Draw Term Commitments are terminated by the Borrower in accordance with Section 2.06(a) prior to the Worldspan Closing Date, such ticking fee shall be paid by the Borrower to the Administrative Agent for the account of each Delayed Draw Term Lender on such Delayed Draw Funding Date and (y) terminate immediately and without further action on the Delayed Draw Termination Date. Amounts paid or prepaid in respect of the Delayed Draw Term Loans may not be reborrowed. Notwithstanding anything to the contrary contained herein, and immediately after giving effect to the incurrence effective date of such Delayed Draw Term Loans (or, at the election of the Administrative Agent (such election to be notified to the Borrower and each Delayed Draw Term Lender), upon the Delayed Draw Termination Date), the outstanding principal amount of such Delayed Draw Term Loans shall be automatically deemed to constitute Initial Term Loans thereafter for all purposes of this Agreement and the other applicable Loan Documents; it being understood and agreed that such outstanding Delayed Draw Term Loans shall be added to (and form part of) each then outstanding Borrowing of Initial Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender that holds outstanding Term Loans and such Delayed Draw Term Loans will participate proportionately in each then outstanding Borrowing of Initial Term Loans (after giving effect to the conversion pursuant to this sentence). To the extent this clause (b) requires that Delayed Draw Term Lenders making new Delayed Draw Term Loans add such Delayed Draw Term Loans to the then outstanding Borrowings of Eurodollar Rate Loans of the Initial Term Loans, it is acknowledged that the effect thereof may result in such new Delayed Draw Term Loans having short Interest Periods (i.e., an Interest Period that began during an Interest Period then applicable to outstanding Eurodollar Rate Loans of the respective Term Facility and which will end on the last day of such Interest Period). Notwithstanding anything herein to the contrary, if the Administrative Agent determines, in consultation with the Borrower, on or prior to any Delayed Draw Funding Date that the Delayed Draw Term Loans and the Initial Term Loans made on the Closing Date will be treated as separate issues of debt instruments for tax purposes, the Administrative Agent may (in its sole discretion) require that the Delayed Draw Term Loans be incurred as a separate tranche of Term Loans hereunder and, without the consent of any other Lender, together with the Borrower may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to address technical issues relating to the treatment of the Delayed Draw Term Loans as a separate tranche of Term Loans hereundertermination.

Delayed Draw Term Commitments. Subject to On the terms and subject to the conditions set forth herein, during the Delayed Draw Commitment Periodcontained in this Agreement, each Delayed Draw Term Lender with severally agrees to make term loans (each a "Delayed Draw Term Loan") to the Borrower in one or more drawings to be made on or prior to the Delayed Draw Term Commitment severallyTermination Date, and in an amount not jointlyto exceed such Lender's Delayed Draw Term Commitment in effect at such time, agrees which Delayed Draw Term Loan shall be available in Dollars to the Borrower pursuant to such Lender's pro rata share of the Delayed Draw Term Commitments; provided, that no Delayed Draw Term Lender shall be required to make Delayed Draw Term Loans to the Borrower on each in an amount in excess of such Delayed Draw Funding Date in Dollars in a principal amount not to exceed its Term Lender's Delayed Draw Term Commitment; provided that there shall not be more than five Delayed Draw Funding Dates during the Delayed Draw Commitment Period. Each Delayed Draw Term Lender’s Delayed Draw Term Commitment shall (x) be permanently reduced on each Delayed Draw Funding Date by the principal amount funded by each such Delayed Draw Term Lender on such Delayed Draw Funding Date and (y) terminate immediately and without further action on the Delayed Draw Termination Date. Amounts paid or prepaid in respect of the Delayed Draw Term Loans repaid or prepaid may not be reborrowed. Notwithstanding anything to the contrary contained hereinin the foregoing, and immediately after giving effect to if the incurrence of such Delayed Draw Term Loans (orGas Acquisition shall have been consummated, at the election of the Administrative Agent (such election to be notified to the Borrower and each Delayed Draw Term Lender), upon the Delayed Draw Termination Date), the outstanding principal amount of such Delayed Draw Term Loans shall not be automatically deemed permitted to constitute Initial Term Loans thereafter for all purposes of this Agreement and be borrowed to finance the other applicable Loan Documents; it being understood and agreed that such outstanding Delayed Draw Term Loans shall be added to Specified Acquisition unless the Available Credit (and form part of) each then outstanding Borrowing of Initial Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender that holds outstanding Term Loans and such Delayed Draw Term Loans will participate proportionately in each then outstanding Borrowing of Initial Term Loans (determined after giving effect to any Revolving Credit Borrowing AMENDED AND RESTATED CREDIT AGREEMENT Macquarie Infrastructure Company Inc. made to finance the conversion pursuant to this sentence). To the extent this clause (bSpecified Acquisition) requires that Delayed Draw Term Lenders making new Delayed Draw Term Loans add such Delayed Draw Term Loans to the then outstanding Borrowings of Eurodollar Rate Loans of the Initial Term Loans, it is acknowledged that the effect thereof may result in such new Delayed Draw Term Loans having short Interest Periods (i.e., an Interest Period that began during an Interest Period then applicable to outstanding Eurodollar Rate Loans of the respective Term Facility and which will end on the last day of such Interest Period). Notwithstanding anything herein to the contrary, if the Administrative Agent determines, in consultation with the Borrower, on shall be $30,0000,000 or prior to any Delayed Draw Funding Date that the Delayed Draw Term Loans and the Initial Term Loans made on the Closing Date will be treated as separate issues of debt instruments for tax purposes, the Administrative Agent may (in its sole discretion) require that the Delayed Draw Term Loans be incurred as a separate tranche of Term Loans hereunder and, without the consent of any other Lender, together with the Borrower may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to address technical issues relating to the treatment of the Delayed Draw Term Loans as a separate tranche of Term Loans hereunderless.

Delayed Draw Term Commitments. Subject to the terms and conditions set forth herein, during the Delayed Draw Commitment Periodhereof, each Delayed Draw Term Lender with a Delayed Draw Term Commitment severally, and not jointly, severally agrees to make (i) Delayed Draw Term Loans to the Borrower on each Delayed Draw Funding Date in Dollars in a principal amount not to exceed its Delayed Draw Term Commitment; provided that there shall not be more than five Delayed Draw Funding Dates Borrowers during the Delayed Draw Commitment Period. Each Delayed Draw Term Lender’s Delayed Draw Term Commitment shall (x) be permanently reduced period commencing on each Delayed Draw Funding Date by the principal amount funded by each such Delayed Draw Term Lender on such Delayed Draw Funding Closing Date and (y) terminate immediately and without further action ending on the Delayed Draw Termination Date. Amounts earlier of (A) November 8, 2014 and (B) the date on which the 2014 Convertible Unsecured Notes are paid or prepaid in respect of the Delayed Draw Term Loans may not be reborrowed. Notwithstanding anything to the contrary contained herein, and immediately after giving effect to the incurrence of such Delayed Draw Term Loans (or, at the election of the Administrative Agent (such election to be notified to the Borrower and each Delayed Draw Term Lender), upon the Delayed Draw Termination Date)full, the outstanding principal amount proceeds of such which Delayed Draw Term Loans shall be automatically deemed used by the Borrowers solely to constitute Initial refinance the 2014 Convertible Unsecured Notes contemporaneously with (or within five (5) Business Days thereafter) the repayment, purchase or redemption thereof by the Loan Parties and to pay related fees and expenses (such Delayed Draw Term Loans thereafter for all purposes are referred to herein as “2014 Note Refinancing Delayed Draw Term Loans”) and (ii) Delayed Draw Term Loans to the Borrowers during the period commencing on March 31, 2015 and ending on April 30, 2015, the proceeds of this Agreement and the other applicable Loan Documents; it being understood and agreed that such outstanding which Delayed Draw Term Loans shall be added used by the Borrowers solely to (and form part of) each then outstanding Borrowing of Initial Term Loans reimburse, on a pro rata basis (based on dollar for dollar basis, the relative sizes Loan Parties for prior cash repayments, purchases or redemptions of the various outstanding Borrowings), so 2014 Convertible Unsecured Notes made by the Loan Parties after Closing Date pursuant to Section 7.6(i) that each Term Loan Lender that holds outstanding were not contemporaneously (or within five (5) Business Days) refinanced with the proceeds of the 2014 Note Refinancing Delayed Draw Term Loans and not otherwise previously refinanced with the proceeds of the Delayed Draw Term Loans, and to pay related fees and expenses (such Delayed Draw Term Loans will participate proportionately in each then outstanding Borrowing are referred to herein as “Reimbursement Delayed Draw Term Loans”). The aggregate principal amount of Initial all Delayed Draw Term Loans (made by each Delayed Draw Term Lender shall not exceed the Delayed Draw Term Commitment of such Lender. The aggregate principal amount of all Reimbursement Delayed Draw Term Loans made by all Delayed Draw Term Lenders shall not exceed $18,938,000. With respect to the Reimbursement Delayed Draw Term Loans, for purposes of Section 5.3(c) the Lenders shall have received evidence satisfactory to the Lenders of the Borrower’s compliance with the Consolidated Senior Leverage Ratio, calculated on a pro forma basis after giving effect to the conversion pursuant to this sentence). To the extent this clause (b) requires that Delayed Draw Term Lenders making new Delayed Draw Term Loans add such Delayed Draw Term Loans to the then outstanding Borrowings of Eurodollar Rate Loans of the Initial Term Loans, it is acknowledged that the effect thereof may result in such new Delayed Draw Term Loans having short Interest Periods (i.e., an Interest Period that began during an Interest Period then applicable to outstanding Eurodollar Rate Loans of the respective Term Facility and which will end on the last day of such Interest Period). Notwithstanding anything herein to the contrary, if the Administrative Agent determines, in consultation with the Borrower, on or prior to any Delayed Draw Funding Date that the Delayed Draw Term Loans and the Initial Term Loans made on the Closing Date will be treated as separate issues of debt instruments for tax purposes, the Administrative Agent may (in its sole discretion) require that the Delayed Draw Term Loans be incurred as a separate tranche of Term Loans hereunder and, without the consent of any other Lender, together with the Borrower may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to address technical issues relating to the treatment funding of the Delayed Draw Term Loans as a separate tranche of Loans, for the fiscal quarter ending March 31, 2015 less 0.25x. The Delayed Draw Term Loans hereundermay be drawn in up to five (5) separate draws of not less than $5,000,000 each; provided that the Reimbursement Delayed Draw Term Loans only may be drawn in one single draw. Delayed Draw Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13.”

Delayed Draw Term Commitments. Subject to the terms and conditions set forth herein, during the Delayed Draw Commitment Period, each Delayed Draw Term Lender with a Delayed Draw Term Commitment severally, and not jointly, agrees to make Delayed Draw Term Loans to the Borrower on each Delayed Draw Funding Date in Dollars in a principal amount not to exceed its Delayed Draw Term Commitment; provided that there shall not be more than five one Delayed Draw Funding Dates Date in any calendar month during the Delayed Draw Commitment Period. Each Delayed Draw Term Lender’s Delayed Draw Term Commitment shall (x) be permanently reduced on each Delayed Draw Funding Date by the principal amount funded by each such Delayed Draw Term Lender on such Delayed Draw Funding Date and (y) terminate immediately and without further action on the Delayed Draw Termination Date. Amounts paid or prepaid in respect of the Delayed Draw Term Loans may not be reborrowed. Notwithstanding anything to the contrary contained herein, and immediately after giving effect to the incurrence of such Delayed Draw Term Loans (or, at the election of the Administrative Agent (such election to be notified to the Borrower and each Delayed Draw Term Lender), upon the Delayed Draw Termination Date), the outstanding principal amount of such Delayed Draw Term Loans shall be automatically deemed to constitute Initial Term Loans thereafter for all purposes of this Agreement and the other applicable Loan Documents; it being understood and agreed that such outstanding Delayed Draw Term Loans shall be added to (and form part of) each then outstanding Borrowing of Initial Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender that holds outstanding Term Loans and such Delayed Draw Term Loans will participate proportionately in each then outstanding Borrowing of Initial Term Loans (after giving effect to the conversion pursuant to this sentence). To the extent this clause (b) requires that Delayed Draw Term Lenders making new Delayed Draw Term Loans add such Delayed Draw Term Loans to the then outstanding Borrowings of Eurodollar Rate Loans of the Initial Term Loans, it is acknowledged that the effect thereof may result in such new Delayed Draw Term Loans having short Interest Periods (i.e., an Interest Period that began during an Interest Period then applicable to outstanding Eurodollar Rate Loans of the respective Term Facility and which will end on the last day of such Interest Period). Notwithstanding anything herein to the contrary, if the Administrative Agent determines, in consultation with the Borrower, on or prior to any Delayed Draw Funding Date that the Delayed Draw Term Loans and the Initial Term Loans made on the Closing Date will be treated as separate issues of debt instruments for tax purposes, the Administrative Agent may (in its sole discretion) require that the Delayed Draw Term Loans be incurred as a separate tranche of Term Loans hereunder and, without the consent of any other Lender, together with the Borrower may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to address technical issues relating to the treatment of the Delayed Draw Term Loans as a separate tranche of Term Loans hereunder.