Incremental Term Facility. (a) Pursuant to Section 2.20 of the Credit Agreement, on the Amendment No. 5 Effective Date, immediately after the incurrence of the Term B-1 Loans, each of the Incremental Term B-1 Lenders will make Incremental Term B-1 Loans to the Borrowers as described in Section 2.01 of the Amended Credit Agreement. The Incremental Term B-1 Loans shall be part of the same Class as, and increase the amount of, the Term B-1 Loans. (b) Each Incremental Term B-1 Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Incremental Term B-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. (c) Upon (i) the execution of a counterpart of this Amendment by each Incremental Term B-1 Lender, the Administrative Agent and the Borrowers and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Incremental Term B-1 Lenders party to this Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective Incremental Term B-1 Commitment set forth on Schedule I hereto, effective as of the Amendment No. 5 Effective Date. (d) This Amendment shall constitute an Incremental Amendment with respect to the Incremental Term B-1 Loans for all purposes under the Credit Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Endeavor Group Holdings, Inc.), Credit Agreement (Endeavor Group Holdings, Inc.)
Incremental Term Facility. Subject to the satisfaction or waiver of the conditions set forth in Section 4 hereof, on the Seventh Amendment Effective Date:
(a) Pursuant Each Person who executes this Amendment and whose name is set forth on Schedule I hereto as a Term B-3 Lender (each, a “Term B-3 Lender”) irrevocably (i) in its capacity as a Term B-3 Lender, consents to Section 2.20 the terms of the Credit Agreementthis Amendment, on the Amendment No. 5 Effective Date, immediately after the incurrence of the Term B-1 Loans, each (ii) commits to provide a portion of the Incremental Term B-1 Lenders will make B-3 Facility (the loans thereunder, the “Term B-3 Loans”) in the aggregate principal amount set forth on Schedule I hereto opposite such Term B-3 Lender’s name (each, an “Incremental Term B-1 B-3 Commitment”) and (iii) agrees to make Term B-3 Loans in an amount equal to its Incremental Term B-3 Commitment to the Borrowers as described in Section 2.01 of Company on the Amended Credit AgreementSeventh Amendment Effective Date. The Incremental Term B-1 Loans shall be part B-3 Commitments of the same Class as, and increase the amount of, Term B-3 Lenders shall terminate upon funding of the Term B-1 B-3 Loans. The Term B-3 Loans will be a new and separate class of Term Loans for all purposes under the Amended Credit Agreement and the other Loan Documents.
(b) Each Incremental Term B-1 B-3 Lender (i) confirms acknowledges and agrees that it has received upon the Seventh Amendment Effective Date, such Term B-3 Lender shall be a copy “Lender” under, and for all purposes of the Amended Credit Agreement and the other Loan Documents, together with and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each Term B-3 Lender also acknowledges and agrees that it has (x) received a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred delivered pursuant to therein Section 6.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Amendment; Amendment and (iiy) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Incremental Term B-1 Lender Agent or any other Lender and based on such documents and information as it shall deem appropriate at the timehas deemed appropriate, continue to make made its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints analysis and authorizes the Administrative Agent decision to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lenderenter into this Amendment.
(c) Upon (i) the execution of a counterpart of this Amendment by each Incremental Term B-1 Lender, the Administrative Agent and the Borrowers and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Incremental Term B-1 Lenders party to this Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective Incremental Term B-1 Commitment set forth on Schedule I hereto, effective as of the Amendment No. 5 Effective Date.
(d) This Amendment shall constitute an Incremental Amendment with respect to the Incremental Term B-1 Loans for all purposes under the Credit Agreement.
Appears in 1 contract
Sources: Credit Agreement (WEX Inc.)
Incremental Term Facility. (a) Pursuant Subject to Section 2.20 the terms and conditions hereof, the Lenders agree that the Borrowers may, on any Business Day from time to time, deliver a written notice to the Agents requesting to add additional term loans (the "Incremental Term Loans"; and the credit facility for making any Incremental Term Loans is hereinafter referred to as the "Incremental Term Facility") on not more than 3 occasions and in minimum principal amounts of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or such other lower amount as may be agreed by the Agents); provided, that (i) the Administrative Agent shall have received a written request for such Incremental Term Loan not later than 1:00 p.m. (New York City time) on the date which is 10 Business Days prior to the date of the Credit Agreementproposed Incremental Term Loan, on (ii) all conditions set forth in Section 5.02 shall have been satisfied and the Amendment No. 5 Effective DateAdministrative Borrower shall have delivered to the Collateral Agent a certificate from an Authorized Officer certifying as to matters set forth in Section 5.02(a), immediately after (iii) the incurrence Administrative Borrower shall have delivered a certificate of the Term B-1 Loanschief financial officer of the Administrative Borrower, each demonstrating on a pro forma basis, as of the end of the most recently ended fiscal quarter for which internally prepared financial statements are available and for the 12 calendar months (on a quarter-by-quarter basis) following the proposed date of making the Incremental Term B-1 Lenders will make Incremental Term B-1 Loans (A) that the Leverage Ratio of the Parent and its Subsidiaries is equal to or less than 0.25 below the then applicable Leverage Ratio level set forth in Section 7.03(a) and (B) compliance with all then applicable covenants set forth in Section 7.03, (iv) the Borrowers shall have delivered or cause to be delivered any legal opinions, resolutions and other customary closing documents and certificates reasonably requested by any Agent in connection with such transaction and (v) any closing fee or other amounts payable to the Borrowers as described in Section 2.01 of Agents and the Amended Credit Agreement. The Lenders pursuant to the applicable Incremental Term B-1 Loans Facility Amendment shall be part of the same Class as, and increase the amount of, the Term B-1 Loanshave been paid.
(b) The aggregate original principal amount of all Incremental Term Loans shall not exceed $0 (after giving effect to the funding of the Term A-1 Loan on the Third Amendment Effective Date).
(c) Any existing Lender may, but shall not be obligated to, participate in any Incremental Term Facility on a pro rata basis. If the existing Lenders do not agree to make the amount of the Incremental Term Loan requested by the Borrowers, the Borrowers may seek one or more Persons acceptable to the Collateral Agent in its sole discretion to be added as Lenders for purposes of participating in such remaining portion.
(d) The pricing for any Incremental Term Loans shall be determined by the applicable Lenders and the Borrowers and set forth in the Incremental Facility Amendment; provided, that, the Effective Yield with respect to any Incremental Term Loan may be different than the Effective Yield of the Term Loan then outstanding to the extent provided in the applicable Incremental Facility Amendment; provided, further, that if at the time of the effectiveness of any Incremental Facility Amendment, the Effective Yield in respect of such Incremental Term Loan exceeds the Effective Yield on the then outstanding Loans, the Applicable Margin with respect to the then outstanding Loans shall be increased by the amount of such excess.
(e) No Incremental Term Loan shall mature earlier, or require earlier scheduled amortization, than the then outstanding Term Loan. The outstanding principal amount of the any Incremental Term Loan shall be repayable in accordance with the applicable Incremental Facility Amendment.
(f) Incremental Term Facilities shall rank pari passu in right of payment and pari passu with respect to security with the other Loans. Incremental Term Loans shall share ratably in any prepayments of the other outstanding Term Loans.
(g) The Weighted Average Life to Maturity of any Incremental Term Loan shall be no shorter than the remaining Weighted Average Life to Maturity of the then outstanding Term Loan.
(h) Each Incremental Term B-1 Facility shall be evidenced by an amendment (an "Incremental Facility Amendment") to this Agreement, executed by the Borrowers, the Agents and each Lender (iincluding any new Lender, if any) confirms that it has received providing a copy portion of the Amended Credit Agreement and Incremental Term Facility. Each Incremental Term Facility shall also require such amendments to the other Loan Documents, together with copies of the financial statements referred to therein and such other documents new Loan Documents, as the Collateral Agent deems necessary to effect the modifications permitted by this Section 2.13. The Borrowers agree to pay the reasonable expenses of the Agents relating to any Incremental Facility Amendment and information as it has deemed appropriate the transactions contemplated thereby in accordance with Section 12.04. Notwithstanding anything to make its own credit analysis and decision the contrary in Section 12.02, neither the Incremental Facility Amendment, nor any such amendments to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Incremental Term B-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereofor such other new Loan Documents, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are shall be required to be performed executed or approved by it as a Lender.
(c) Upon (i) any Person, other than the execution of a counterpart of this Amendment by each Incremental Term B-1 LenderLoan Parties, the Administrative Agent and the Borrowers and (ii) the delivery to the Administrative Agent of Lenders providing a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each portion of the Incremental Term B-1 Lenders party Facility and the Agents, in order to this Amendment shall become a Lender under be effective; provided that the Amended Credit Agreement execution and shall have the respective Incremental Term B-1 Commitment set forth on Schedule I hereto, effective as approval of the Amendment No. 5 Effective DateAdministrative Agent in respect of any such Incremental Facility Amendment, any such amendment to the other Loan Documents or any such other new Loan Document shall not be unreasonably withheld or delayed.
(di) This Amendment shall constitute an Incremental Amendment with respect Except to the extent otherwise permitted above, all Incremental Term B-1 Loans for all purposes under shall be on substantially the Credit Agreementsame terms and conditions applicable to the other outstanding Term Loan or as otherwise reasonably acceptable to the Collateral Agent.
Appears in 1 contract
Incremental Term Facility. (a) Pursuant The Borrower confirms and agrees that (i) it has requested Incremental Term Loans in the aggregate principal amount of $365,000,000 from the Incremental Term Lenders pursuant to and on the terms set forth in Section 2.20 2.22 of the Existing Credit Agreement, effective on the First Amendment No. 5 Effective Date and (ii) on the First Amendment Effective Date, immediately after the incurrence of Borrower will borrow the Term B-1 Loans, each full amount of the Incremental Term B-1 Lenders will make Loans from the Incremental Term B-1 Loans to the Borrowers as described in Section 2.01 of the Amended Credit Agreement. The Incremental Term B-1 Loans shall be part of the same Class as, and increase the amount of, the Term B-1 LoansLenders.
(b) Each Subject to the terms and conditions set forth herein, each Incremental Term B-1 Lender (i) confirms that it has received a copy of agrees, severally and not jointly, to make, on the Amended Credit Agreement and the other Loan DocumentsFirst Amendment Effective Date, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other an Incremental Term B-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions Loan in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated a principal amount equal to the Administrative Agent by the terms thereof, together with Incremental Term Commitment of such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Incremental Term Lender.
(c) Upon (i) Effective on and at all times after the execution of a counterpart of this First Amendment by each Effective Date, the Incremental Term B-1 LenderLoans will constitute an increase to the tranche of Initial Term Loans existing immediately prior to the First Amendment Effective Date (the “Existing Term Loans”), will constitute Initial Term Loans, and, together with all Existing Term Loans outstanding prior to the Administrative Agent First Amendment Effective Date, will be construed as a single fungible Class and tranche of Initial Term Loans and the Borrowers terms and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each provisions of the Incremental Term B-1 Lenders party Loans shall be identical to this Amendment shall become a Lender under the Amended Credit Agreement terms and shall have provisions of the respective Incremental Existing Term B-1 Commitment Loans, including with respect to prepayments and after giving effect to the amendment to the Applicable Rate set forth on Schedule I hereto, effective as of the Amendment No. 5 Effective Datein clause (e) below.
(d) This Amendment Section 1.01 of the Existing Credit Agreement shall constitute an Incremental Amendment with respect be hereby amended to add the Incremental Term B-1 Loans for all purposes under the Credit Agreement.following defined terms:
Appears in 1 contract
Incremental Term Facility. (a) Pursuant to Section 2.20 of the First Lien Credit Agreement, on the Amendment No. 5 4 Effective Date, immediately after the incurrence of the Term B-1 B-2 Loans, each of the Incremental Term B-1 B-2 Lenders will make Incremental Term B-1 B-2 Loans to the Borrowers Borrower as described in Section 2.01 2.02 of the Amended Credit Agreement. The Incremental Term B-1 B-2 Loans shall be part of the same Class as, and increase the amount of, the Term B-1 B-2 Loans.
(b) Each Incremental Term B-1 B-2 Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Incremental Term B-1 B-2 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender.
(c) Upon (i) the execution of a counterpart of this Amendment by each Incremental Term B-1 B-2 Lender, the Administrative Agent and the Borrowers Borrower and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Incremental Term B-1 B-2 Lenders party to this Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective Incremental Term B-1 B-2 Commitment set forth on Schedule I hereto, effective as of the Amendment No. 5 4 Effective Date.
(d) This Amendment shall constitute (i) an Incremental Facility Amendment and (ii) a notice to the Administrative Agent as required pursuant to Section 2.20 of the Amended Credit Agreement, in each case, with respect to the Incremental Term B-1 B-2 Loans for all purposes under the First Lien Credit Agreement.
(e) Pursuant to Section 2.20 of the Amended Credit Agreement and subject to the terms and conditions set forth herein, effective as of the Amendment No. 4 Effective Date, for all purposes of the Loan Documents, (i) the Incremental Term B-2 Commitments shall constitute “Term Commitments”, (ii) the Incremental Term B-2 Loans shall constitute “Incremental Term Loans” and “Term Loans” and (iii) each Incremental Term B-2 Lender shall constitute an
Appears in 1 contract
Incremental Term Facility. (a) Pursuant to Section 2.20 2.14 of the Credit Loan Agreement, on the Amendment No. 5 7 Effective Date, immediately after the incurrence of the Term B-1 A-1 Loans, each of the Incremental Term B-1 A-1 Lenders will make Incremental Term B-1 A-1 Loans to the Borrowers Borrower as described in Section 2.01 2.1 of the Amended Credit Loan Agreement. The Incremental Term B-1 A-1 Loans shall be part of the same Class as, and increase the amount of, the Term B-1 A-1 Loans.
(b) Each Incremental Term B-1 A-1 Lender (i) confirms that it has received a copy of the Amended Credit Loan Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, Arrangers or any other Incremental Term B-1 A-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Loan Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Loan Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Loan Agreement are required to be performed by it as a Lender.
(c) Upon (i) the execution of a counterpart of this Amendment by each Incremental Term B-1 A-1 Lender, the Administrative Agent and the Borrowers Borrower and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Incremental Term B-1 A-1 Lenders party to this Amendment shall become a Lender Lenders under the Amended Credit Loan Agreement and shall have the respective Incremental Term B-1 A-1 Commitment set forth on Schedule I hereto, effective as of the Amendment No. 5 7 Effective Date.
(d) This Amendment shall constitute an Incremental Amendment with respect to the Incremental Term B-1 A-1 Loans for all purposes under the Credit Loan Agreement.
Appears in 1 contract
Incremental Term Facility. (a) Pursuant Subject to Section 2.20 of the Credit Agreementterms and conditions hereof, the Lenders agree that the Borrowers may, on any Business Day from time to time, deliver a written notice to the Amendment No. 5 Effective Date, immediately after Agents requesting to add additional term loans (the incurrence of the Term B-1 Loans, each of the "Incremental Term B-1 Lenders will make Loans"; and the credit facility for making any Incremental Term B-1 Loans is hereinafter referred to as the Borrowers as described in Section 2.01 of the Amended Credit Agreement. The "Incremental Term B-1 Loans shall be part Facility") on not more than 3 occasions and in minimum principal amounts of the same Class as, $5,000,000 and increase the amount of, the Term B-1 Loans.
integral multiples of $1,000,000 in excess thereof (b) Each Incremental Term B-1 Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and or such other documents and information lower amount as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Incremental Term B-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent may be agreed by the terms thereofAgents); provided, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender.
(c) Upon (i) the execution of Administrative Agent shall have received a counterpart of this Amendment by each written request for such Incremental Term B-1 LenderLoan not later than 1:00 p.m. (New York City time) on the date which is 10 Business Days prior to the date of the proposed Incremental Term Loan, the Administrative Agent and the Borrowers and (ii) all conditions set forth in Section 5.02 shall have been satisfied and the delivery Administrative Borrower shall have delivered to the Collateral Agent a certificate from an Authorized Officer certifying as to matters set forth in Section 5.02(a), (iii) the Administrative Agent Borrower shall have delivered a certificate of the chief financial officer of the Administrative Borrower, demonstrating on a fully executed counterpart pro forma basis, as of the end of the most recently ended fiscal quarter for which internally prepared financial statements are available and for the 12 calendar months (including by way on a quarter-by-quarter basis) following the proposed date of telecopy or other electronic transmission) hereof, each of making the Incremental Term B-1 Loans (A) that the Leverage Ratio of the Parent and its Subsidiaries is equal to or less than 0.25 below the then applicable Leverage Ratio level set forth in Section 7.03(a) and (B) compliance with all then applicable covenants set forth in Section 7.03, (iv) the Borrowers shall have delivered or cause to be delivered any legal opinions, resolutions and other customary closing documents and certificates reasonably requested by any Agent in connection with such transaction and (v) any closing fee or other amounts payable to the Agents and the Lenders party pursuant to this the applicable Incremental Facility Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective Incremental Term B-1 Commitment set forth on Schedule I hereto, effective as of the Amendment No. 5 Effective Datebeen paid.
(d) This Amendment shall constitute an Incremental Amendment with respect to the Incremental Term B-1 Loans for all purposes under the Credit Agreement.
Appears in 1 contract
Incremental Term Facility. (a) Pursuant Subject to Section 2.20 the terms and conditions hereof, the Lenders agree that the Borrowers may, on any Business Day from time to time, deliver a written notice to the Agents requesting to add additional term loans (the “Incremental Term Loans”; and the credit facility for making any Incremental Term Loans is hereinafter referred to as the “Incremental Term Facility”) on not more than 3 occasions and in minimum principal amounts of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or such other lower amount as may be agreed by the Agents); provided, that (i) the Administrative Agent shall have received a written request for such Incremental Term Loan not later than 1:00 p.m. (New York City time) on the date which is 10 Business Days prior to the date of the Credit Agreementproposed Incremental Term Loan, on (ii) all conditions set forth in Section 5.02 shall have been satisfied and the Amendment No. 5 Effective DateAdministrative Borrower shall have delivered to the Collateral Agent a certificate from an Authorized Officer certifying as to matters set forth in Section 5.02(a), immediately after (iii) the incurrence Administrative Borrower shall have delivered a certificate of the Term B-1 Loanschief financial officer of the Administrative Borrower, each demonstrating on a pro forma basis, as of the end of the most recently ended fiscal quarter for which internally prepared financial statements are available and for the 12 calendar months (on a quarter-by-quarter basis) following the proposed date of making the Incremental Term B-1 Lenders will make Incremental Term B-1 Loans (A) that the Leverage Ratio of the Parent and its Subsidiaries is equal to or less than 0.25 below the then applicable Leverage Ratio level set forth in Section 7.03(a) and (B) compliance with all then applicable covenants set forth in Section 7.03, (iv) the Borrowers shall have delivered or cause to be delivered any legal opinions, resolutions and other customary closing documents and certificates reasonably requested by any Agent in connection with such transaction and (v) any closing fee or other amounts payable to the Borrowers as described in Section 2.01 of Agents and the Amended Credit Agreement. The Lenders pursuant to the applicable Incremental Term B-1 Loans Facility Amendment shall be part of the same Class as, and increase the amount of, the Term B-1 Loanshave been paid.
(b) The aggregate original principal amount of all Incremental Term Loans shall not exceed $25,000,000.
(c) Any existing Lender may, but shall not be obligated to, participate in any Incremental Term Facility on a pro rata basis. If the existing Lenders do not agree to make the amount of the Incremental Term Loan requested by the Borrowers, the Borrowers may seek one or more Persons acceptable to the Collateral Agent in its sole discretion to be added as Lenders for purposes of participating in such remaining portion.
(d) The pricing for any Incremental Term Loans shall be determined by the applicable Lenders and the Borrowers and set forth in the Incremental Facility Amendment; provided, that, the Effective Yield with respect to any Incremental Term Loan may be different than the Effective Yield of the Term Loan then outstanding to the extent provided in the applicable Incremental Facility Amendment; provided, further, that if at the time of the effectiveness of any Incremental Facility Amendment, the Effective Yield in respect of such Incremental Term Loan exceeds the Effective Yield on the then outstanding Loans, the Applicable Margin with respect to the then outstanding Loans shall be increased by the amount of such excess.
(e) No Incremental Term Loan shall mature earlier, or require earlier scheduled amortization, than the then outstanding Term Loan. The outstanding principal amount of the any Incremental Term Loan shall be repayable in accordance with the applicable Incremental Facility Amendment.
(f) Incremental Term Facilities shall rank pari passu in right of payment and pari passu with respect to security with the other Loans. Incremental Term Loans shall share ratably in any prepayments of the other outstanding Term Loans.
(g) The Weighted Average Life to Maturity of any Incremental Term Loan shall be no shorter than the remaining Weighted Average Life to Maturity of the then outstanding Term Loan.
(h) Each Incremental Term B-1 Facility shall be evidenced by an amendment (an “Incremental Facility Amendment”) to this Agreement, executed by the Borrowers, the Agents and each Lender (iincluding any new Lender, if any) confirms that it has received providing a copy portion of the Amended Credit Agreement and Incremental Term Facility. Each Incremental Term Facility shall also require such amendments to the other Loan Documents, together with copies of the financial statements referred to therein and such other documents new Loan Documents, as the Collateral Agent deems necessary to effect the modifications permitted by this Section 2.13. The Borrowers agree to pay the reasonable expenses of the Agents relating to any Incremental Facility Amendment and information as it has deemed appropriate the transactions contemplated thereby in accordance with Section 12.04. Notwithstanding anything to make its own credit analysis and decision the contrary in Section 12.02, neither the Incremental Facility Amendment, nor any such amendments to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Incremental Term B-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereofor such other new Loan Documents, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are shall be required to be performed executed or approved by it as a Lender.
(c) Upon (i) any Person, other than the execution of a counterpart of this Amendment by each Incremental Term B-1 LenderLoan Parties, the Administrative Agent and the Borrowers and (ii) the delivery to the Administrative Agent of Lenders providing a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each portion of the Incremental Term B-1 Lenders party Facility and the Agents, in order to this Amendment shall become a Lender under be effective; provided that the Amended Credit Agreement execution and shall have the respective Incremental Term B-1 Commitment set forth on Schedule I hereto, effective as approval of the Amendment No. 5 Effective DateAdministrative Agent in respect of any such Incremental Facility Amendment, any such amendment to the other Loan Documents or any such other new Loan Document shall not be unreasonably withheld or delayed.
(di) This Amendment shall constitute an Incremental Amendment with respect Except to the extent otherwise permitted above, all Incremental Term B-1 Loans for all purposes under shall be on substantially the Credit Agreementsame terms and conditions applicable to the other outstanding Term Loan or as otherwise reasonably acceptable to the Collateral Agent.
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Incremental Term Facility. (a) Pursuant Subject to Section 2.20 the terms and conditions hereof, the Lenders agree that the Borrowers may, on any Business Day from time to time, deliver a written notice to the Agents requesting to add additional term loans (the "Incremental Term Loans"; and the credit facility for making any Incremental Term Loans is hereinafter referred to as the "Incremental Term Facility") on not more than 3 occasions and in minimum principal amounts of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or such other lower amount as may be agreed by the Agents); provided, that (i) the Administrative Agent shall have received a written request for such Incremental Term Loan not later than 1:00 p.m. (New York City time) on the date which is 10 Business Days prior to the date of the Credit Agreementproposed Incremental Term Loan, on (ii) all conditions set forth in Section 5.02 shall have been satisfied and the Amendment No. 5 Effective DateAdministrative Borrower shall have delivered to the Collateral Agent a certificate from an Authorized Officer certifying as to matters set forth in Section 5.02(a), immediately after (iii) the incurrence Administrative Borrower shall have delivered a certificate of the Term B-1 Loanschief financial officer of the Administrative Borrower, each demonstrating on a pro forma basis, as of the end of the most recently ended fiscal quarter for which internally prepared financial statements are available and for the 12 calendar months (on a quarter-by-quarter basis) following the proposed date of making the Incremental Term B-1 Lenders will make Incremental Term B-1 Loans (A) that the Leverage Ratio of the Parent and its Subsidiaries is equal to or less than 0.25 below the then applicable Leverage Ratio level set forth in Section 7.03(a) and (B) compliance with all then applicable covenants set forth in Section 7.03, (iv) the Borrowers shall have delivered or cause to be delivered any legal opinions, resolutions and other customary closing documents and certificates reasonably requested by any Agent in connection with such transaction and (v) any closing fee or other amounts payable to the Borrowers as described in Section 2.01 of Agents and the Amended Credit Agreement. The Lenders pursuant to the applicable Incremental Term B-1 Loans Facility Amendment shall be part of the same Class as, and increase the amount of, the Term B-1 Loanshave been paid.
(b) Each The aggregate original principal amount of all Incremental Term B-1 Lender Loans shall not exceed $0 (i) confirms that it has received a copy after giving effect to the funding of the Amended Credit Agreement and Term A-1 Loan on the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Incremental Term B-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender.
(c) Upon (i) the execution of a counterpart of this Third Amendment by each Incremental Term B-1 Lender, the Administrative Agent and the Borrowers and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Incremental Term B-1 Lenders party to this Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective Incremental Term B-1 Commitment set forth on Schedule I hereto, effective as of the Amendment No. 5 Effective Date).
(d) This Amendment shall constitute an Incremental Amendment with respect to the Incremental Term B-1 Loans for all purposes under the Credit Agreement.
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