Incremental Term Loan Commitment Sample Clauses
Incremental Term Loan Commitment. The effectiveness of this Agreement and the obligation of the Funding Incremental Term Loan Lender to fund the Tack-On Series A Incremental Term Loans hereunder are subject to the satisfaction of the following conditions (the date on which such conditions are satisfied, the “Joinder Agreement No. 2 Effective Date”):
(a) no Default or Event of Default under Section 8.01(f) or Section 8.01(g) of the Credit Agreement shall exist immediately before or immediately after giving effect to the proposed Borrowing contemplated hereby, the extensions of credit to be made on the Increased Amount Date and the application of the proceeds thereof;
(b) the Borrower shall be in pro forma compliance with (i) the covenant set forth in Section 7.11 of the Credit Agreement as of the Acquisition Agreement Date, (ii) a Consolidated Leverage Ratio not to exceed 6.50:1.00 as of the Acquisition Agreement Date and (iii) a Senior Secured Leverage Ratio not to exceed 3.00:1.00 as of the Acquisition Agreement Date;
(c) the representations and warranties of the Borrower and each other Loan Party contained in Sections 5.01(a), 5.01(b), 5.02(a), 5.02(b)(i), 5.14, 5.19, 5.20, 5.21, 5.22 (other than the first or second sentence thereof) and 5.23 of the Credit Agreement shall be true and correct in all material respects as of the Joinder Agreement No. 2 Effective Date to the same extent as though made as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects;
(d) all costs, fees, expenses (including, without limitation, reasonable and invoiced out-of-pocket legal fees and expenses and recording taxes and fees) and other compensation contemplated by that certain Engagement Letter, dated May 10, 2017, among the Borrower and the Arrangers and that certain Fee Letter, dated May 10, 2017, between the Borrower and Credit Suisse Securities (USA) LLC, in each case, payable to the Arrangers, the Administrative Agent and the Funding Incremental Term Loan Lender on the Increased Amount Date and invoiced prior to such date shall, upon the initial borrowing of the Tack-On Series A Incremental Term Loans, have been, or will be substantia...
Incremental Term Loan Commitment. (a) The New Term Loan Commitment of the Initial Incremental Term Loan Lenders to make the Incremental Term Loan (such commitment, the “Incremental Term Loan Commitment”) is $450,000,000. Each Initial Incremental Term Loan Lender severally agrees to make an Incremental Term Loan to the Borrower on the Acquisition Closing Date in an aggregate amount up to but not exceeding the amount set opposite such Initial Incremental Term Loan Lender’s name on Schedule I attached hereto, subject to the terms hereof.
(b) On the date hereof, subject to the terms and conditions hereof, the Borrower may draw the Incremental Term Loan in the aggregate amount of $450,000,000 in one drawing (the " = "1" "" "" date of such drawing, the “Acquisition Closing Date”); provided the Incremental Term Loan Commitment shall be permanently reduced to zero after the making of the Incremental Term Loan. Any amount of the Incremental Term Loan borrowed and subsequently repaid or prepaid may not be reborrowed.
Incremental Term Loan Commitment. Borrower may make only one borrowing under the Amendment No. 3 Incremental Term Loan Commitments, which shall be on the Amendment No. 3 Effective Date. Any amount borrowed under this Section 2.01(b) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11, all amounts owed hereunder with respect to the Amendment No. 3 Incremental Term Loans shall be paid in full no later than the Term Maturity Date. The Amendment No. 3 Incremental Term Loan Commitment shall terminate immediately and without further action on the Amendment No. 3 Effective Date after giving effect to the funding of the Amendment No. 3 Incremental Term Loan Commitment on such date.
Incremental Term Loan Commitment. Each Lender having an Incremental Term Loan Commitment, severally and not jointly, hereby agrees, subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to Borrower, in Dollars in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed."
Incremental Term Loan Commitment. The aggregate amount of the Initial Term Loan Commitments as of the Effective Date is $600,000,000.
Incremental Term Loan Commitment. Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement and in reliance on the representations and warranties set forth herein and in the other Loan Documents, to make Incremental Term Loans to the Borrower, as specified in the applicable Incremental Term Loan Assumption Agreement, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.
Incremental Term Loan Commitment. The Incremental Term Lender hereby agrees to provide Incremental Term Loan Commitments and Incremental Term Loans on the Second Incremental Amendment Effective Date on the terms and conditions set forth herein and in the amount set forth opposite its name on Annex I attached hereto. Incremental Term Loans provided pursuant to this Second Incremental Amendment shall be subject to all of the terms and conditions set forth in the Amended Credit Agreement, including, without limitation, Section 2.12. Incremental Term Loans provided pursuant to this Second Incremental Amendment shall be Term B Loans and shall be subject to all the terms and conditions set forth in the Amended Credit Agreement.
Incremental Term Loan Commitment. Amounts paid or prepaid in respect of the Amendment No. 3 Incremental Term Loans may not be reborrowed.
Incremental Term Loan Commitment. Revolving Commitments The Borrowers may, at any time, upon not less than 5 Business Days prior written notice from the Borrowers’ Agent to the Agent, reduce the Revolving Commitment Amounts, ratably, with any such reduction in a minimum aggregate amount for all the Banks of $1,000,000, or, if more, in an integral multiple of $500,000; provided, however, that the Borrowers may not at any time reduce the Aggregate Revolving Commitment Amounts below the Total Revolving Outstandings. The Borrowers’ Agent may, at any time when there are no Letters of Credit outstanding, upon not less than 5 Business Days prior written notice from the Borrowers’ Agent to the Agent, terminate the Revolving Commitments in their entirety. The Agent shall promptly, on the date of receipt thereof, give the Banks notice of any such request. Upon termination of the Revolving Commitments pursuant to this Section, the Borrowers shall pay to the Agent for the account of the Banks the full amount of all outstanding Advances, all accrued and unpaid interest thereon, all unpaid Revolving Commitment Fees accrued to the date of such termination, any indemnities payable with respect to Advances pursuant to Section Z and all other unpaid Obligations of the Borrowers to the Agent and the Banks hereunder.
Incremental Term Loan Commitment. The Borrower may make only one borrowing under the Amendment No. 1 Incremental Term Loan Commitment, which shall be on the Amendment No. 1