Incremental Term Loan Commitments. (a) At any time and from time to time beginning with the first Business Day after the Closing Date and prior to the Maturity Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the existing U.S. Term Loan Commitments or Swedish Term Loan Commitments (“Incremental Term Loan Commitments” and the loans thereunder, “Incremental Term Loans”) which shall be a part of the same Class as the then outstanding U.S. Term Loans or Swedish Term Loans, as the case may be; provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom, (B) the Borrower shall be in compliance on a Pro Forma Basis with the covenant contained in Section 6.09 recomputed as of the last day of the most recent fiscal quarter for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 5.01, and (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with all calculations relevant thereto, including reasonably detailed calculations demonstrating compliance with clause (B) above. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Term Loan Commitments shall not exceed the Dollar Equivalent of $200,000,000. Each exercise of the Borrower’s right to seek Incremental Term Loan Commitments shall be in an integral multiple of the Dollar Equivalent of $1,000,000 and be in an aggregate principal amount that is not less than the Dollar Equivalent of $25,000,000.
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Sources: Credit Agreement (Nasdaq, Inc.)
Incremental Term Loan Commitments. (a) At The Borrower shall have the right, in consultation and coordination with the Agents as to all of the matters set forth below in this Section 1.15, to request at any time and from time to time beginning with the first Business Day after the Closing First Amendment Effective Date and prior to the Maturity DateIncremental Term Loan Commitment Termination Date for the respective Tranche of Incremental Term Loans that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Incremental Term Loan Commitments under such Tranche of Incremental Term Loans as designated in the respective Incremental Term Loan Commitment Agreement and, subject to the terms and conditions set forth herein, contained in this Agreement and in the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the existing U.S. Term Loan Commitments or Swedish Term Loan Commitments (“respective Incremental Term Loan Commitments” and the loans thereunderCommitment Agreement, “to incur Incremental Term Loans”Loans pursuant thereto, so long as (i) no Default or Event of Default then exists or would result therefrom and all of the representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects at such time (unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (ii) Holdings and its Subsidiaries will be in compliance with Sections 9.09 through 9.11, inclusive, in each case, on a part PRO FORMA Basis and after giving effect to each incurrence of the same Class as the then outstanding U.S. Incremental Term Loans or Swedish Term Loanshereunder, as the case may be; provided that (iii) at the time of each such request incurrence of Incremental Term Loans, each of Holdings and upon the effectiveness of each Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom, (B) the Borrower shall be in compliance on a Pro Forma Basis with the covenant contained in Section 6.09 recomputed as of the last day of the most recent fiscal quarter for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 5.01, and (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth Administrative Agent separate certificates of their respective chief financial officers certifying which provisions of the Senior Subordinated Note Indenture and, to the extent same will remain in clauses (A) effect, the Seller Subordinated Note Indenture that the respective incurrence of Incremental Term Loans will be justified under and demonstrating in reasonable detail that the full amount of such Incremental Term Loans may be incurred in accordance with, and will not violate the provisions of, Section 4.09 of the Senior Subordinated Note Indenture and, to the extent same will remain in effect, Section 4.09 of the Seller Subordinated Note Indenture, and (Biv) aboveat the time of each incurrence of Incremental Term Loans, together with all calculations relevant theretoeach of Holdings and the Borrower also shall have delivered to the trustee under the Senior Subordinated Note Indenture and, including reasonably detailed calculations demonstrating compliance with to the extent same will remain in effect, the Seller Subordinated Note Indenture and to the Administrative Agent the officers' certificate referred to in clause (Bvi) above. Notwithstanding anything to the contrary herein, the aggregate principal amount of the second paragraph of the definition of "Senior Debt" contained in the Senior Subordinated Note Indenture and in clause (i) of the second paragraph of the definition of "Senior Debt" contained in the Seller Subordinated Note Indenture. Furthermore, it is understood and agreed that (i) no Lender shall be obligated to provide an Incremental Term Loan Commitments Commitment, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Term Loan Commitment and executed and delivered to the Borrower and the Administrative Agent an Incremental Term Loan Commitment Agreement as provided in clause (b) of this Section 1.15, such Lender shall not exceed be obligated to fund any Incremental Term Loans, (ii) any Lender (or, in the Dollar Equivalent circumstances contemplated by clause (xii) below, any other Person which will qualify as an Eligible Transferee) may so provide an Incremental Term Loan Commitment without the consent of $200,000,000. Each exercise either Agent or any Lender (and, so long as the provisions of this Section 1.15 are satisfied and except as otherwise provided in clause (vi) below, neither the Borrower’s right to seek consent of either Agent nor the consent of any Lender shall be required in connection with obtaining Incremental Term Loan Commitments), (iii) the amount of each Tranche of Incremental Term Loan Commitments shall be in a minimum aggregate amount for all Lenders which provide an integral multiple Incremental Term Loan Commitment under such Tranche of Incremental Term Loans (including, in the circumstances contemplated by clause (xii) below, Eligible Transferees who will become Lenders)) of at least $25,000,000, (iv) the aggregate amount of all Incremental Term Loan Commitments permitted to be provided pursuant to this Section 1.15 and the aggregate principal amount of all Incremental Term Loans permitted to be made pursuant to this Section 1.15 shall not, in either case, exceed the remainder of (x) $150,000,000 less (y) the aggregate principal amount of all Additional Subordinated Debt theretofore or then being issued or incurred, (v) the up-front commitment fees and, if applicable, any unutilized commitment fees and/or other fees, payable in respect of each Incremental Term Loan Commitment shall be separately agreed to by the Borrower and each Incremental Term Loan Lender (and with all such fees to be disclosed by the Borrower to the Administrative Agent, which information the Administrative Agent agrees to treat confidentially in accordance with the terms of this Agreement), (vi) the terms required to be set forth in items 2, 4, 5 and 6 of Annex I to the respective Incremental Term Loan Commitment Agreement shall be required to be reasonably satisfactory to the Administrative Agent, (vii) the proceeds of all Incremental Term Loans shall be used only for the purposes set forth in Section 7.05, (viii) any Incremental Term Loans being incurred under any single Incremental Term Loan Commitment Agreement only shall be incurred on the date of the Dollar Equivalent consummation of $1,000,000 a Permitted Acquisition or the date of the redemption, repayment or defeasance of the Seller Subordinated Notes, as the case may be (or such other date as is agreed to by the parties to the applicable Incremental Term Loan Commitment Agreement), (ix) each Incremental Term Loan Commitment Agreement shall specifically designate the Tranche of the Incremental Term Loan Commitments being provided thereunder (which Tranche shall be a new Tranche (i.e., not the same as any existing Tranche of Incremental Term Loans, Incremental Term Loan Commitments or other Term Loans) unless the requirements of Section 1.15(c) are satisfied); (x) all Incremental Term Loans (and all interest, fees and other amounts payable thereon or with respect thereto) shall be Obligations under this Agreement and the other Credit Documents and shall be secured by the Collateral, and guaranteed under the Guaranties, on a PARI PASSU basis with all other Loans; (xi) each Lender (or, in the circumstances contemplated by clause (xii) below, any other Person which will qualify as an Eligible Transferee) agreeing to provide an Incremental Term Loan Commitment pursuant to an Incremental Term Loan Commitment Agreement shall, subject to the satisfaction of the relevant conditions set forth in this Agreement, make Incremental Term Loans under the Tranche specified in such Incremental Term Loan Commitment Agreement as provided in Section 1.01(g) and such Loans shall thereafter be deemed to be Incremental Term Loans under such Tranche for all purposes of this Agreement and the other Credit Documents, and (xii) if, within 10 Business Days after the Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Incremental Term Loan Commitments pursuant to this Section 1.15 the Borrower has not received Incremental Term Loan Commitments in an aggregate principal amount equal to that amount of Incremental Term Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower as provided below), then the Borrower may solicit and accept Incremental Term Loan Commitments from Persons which are Eligible Transferees in an aggregate final allocated amount equal to such deficiency. If the commitment fee payable to any Eligible Transferee for its Incremental Term Loan Commitment (based on the commitment amount offered by such Eligible Transferee and expressed as a percentage of the commitment amount finally allocated to such Eligible Transferee) is not less greater than the Dollar Equivalent comparable commitment fee offered to a then existing Lender, each such existing Lender shall be: (1) offered the opportunity by the Borrower to deliver an additional commitment in respect of such deficiency when and as commitments are due from such Eligible Transferee and offered an opportunity to participate in such Incremental Term Loan Commitments on a basis reasonably determined by the Borrower and the arranger of such Commitments; and (2) paid the same commitment fee by the Borrower as the commitment fee (based on offered commitment amounts and expressed as a percentage of the final allocated commitment amount) payable to such Eligible Transferee, based on the combined amount of the Incremental Term Loan Commitment initially delivered by such existing Lender and the final allocated amount of any such additional commitment delivered by such existing Lender. For these purposes, "commitment fee" means compensation paid (whether in the same percentage amount or in tiered percentage amounts based on the commitment amount offered or funded) at the time of commitment, closing or funding of an Incremental Term Loan to all of the lenders participating in the funding of that Incremental Term Loan and does not include any incremental fees or compensation associated with arranging, syndicating or underwriting the aggregate Incremental Term Loan Commitments of such Tranche of Incremental Term Loans as requested by the Borrower pursuant to this Section 1.15.
(b) At the time of the provision of Incremental Term Loan Commitments pursuant to this Section 1.15, the Borrower, each Guarantor, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental Term Loan Commitment (each, an "Incremental Term Loan Lender") shall execute and deliver to the Borrower and the Administrative Agent an Incremental Term Loan Commitment Agreement, appropriately completed (with the effectiveness of the Incremental Term Loan Commitment(s) provided therein to occur on the date set forth in such Incremental Term Loan Commitment Agreement, the payment of any fees (including, without limitation, any fees payable pursuant to clause (II) of the immediately succeeding sentence) required in connection therewith, the satisfaction of the conditions set forth in this Section 1.15 and the satisfaction of any other conditions precedent that may be set forth in such Incremental Term Loan Commitment Agreement). In addition, (x) on or prior to the effective date of the respective Incremental Term Loan Commitment Agreement, (I) Holdings and its Subsidiaries shall have delivered such technical amendments, modifications and/or supplements to the Security Documents as are reasonably requested by the Administrative Agent to ensure that the additional Obligations to be incurred pursuant to the Incremental Term Loan Commitments are secured by, and entitled to the benefits of, the Security Documents, and each of the Lenders hereby agrees to, and authorizes the Collateral Agent to enter into, any such technical amendments, modifications and/or supplements, (II) unless waived by the Administrative Agent, the Administrative Agent shall have received from the Borrower (or, to the extent agreed to by the Borrower and the respective Incremental Term Loan Lender, from such respective Incremental Term Loan Lender) the payment of a non-refundable fee of $25,000,0003,500 for each Eligible Transferee which becomes a Lender pursuant to this Section 1.15, (III) the Administrative Agent shall have received from an Authorized Officer of Holdings and the Borrower a certificate stating that the conditions set forth in clause (i) of the first sentence of Section 1.15(a) have been satisfied, (IV) the Borrower shall have delivered to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Credit Parties reasonably satisfactory to the Administrative Agent and dated such date, covering such of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Restatement Effective Date pursuant to Section 5.03 as may be reasonably requested by the Administrative Agent, and such other matters as the Administrative Agent may reasonably request, (V) the Borrower and the Guarantors shall have delivered to the Administrative Agent such other officers' certificates, resolutions and evidence of good standing as the Administrative Agent shall reasonably request, and (VI) to the extent requested by such Incremental Term Loan Lenders, Incremental Term Notes will be issued, at the Borrower's expense, to such Incremental Term Loan Lenders, to be in conformity with the requirements of Section 1.05 (with appropriate modifications) to the extent needed to reflect the Incremental Term Loan Commitments and outstanding Incremental Term Loans made by such Incremental Term Loan Lenders, and (y) on or prior to each Incremental Term Loan Borrowing Date, in addition to the applicable conditions precedent set forth in Section 6, the Administrative Agent shall have received from an Authorized Officer of Holdings and the Borrower a certificate stating that the conditions set forth in clauses (ii), (iii) and (iv) of the first sentence of Section 1.15(a) have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail and copies of the certificates set forth in such clauses (ii) and (iii)). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Commitment Agreement and, at such time, Annex I shall be deemed modified to reflect the Incremental Term Loan Commitments of such Incremental Term Loan Lenders.
(c) Notwithstanding anything to the contrary contained above in this Section 1.15, the Incremental Term Loan Commitments provided by an Incremental Term Loan Lender or Incremental Term Loan Lenders, as the case may be, pursuant to each Incremental Term Loan Commitment Agreement shall constitute a new Tranche, which shall be separate and distinct from the existing Tranches pursuant to this Agreement (with a designation which may be made in letters (i.e., A, B, C, etc.), numbers (1, 2, 3, etc.) or a combination thereof (i.e., ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇, etc.), provided that the parties to a given Incremental Term Loan Commitment Agreement may specify therein that the respective Incremental Term Loans made pursuant thereto shall constitute part of, and be added to, an existing Tranche of Incremental Term Loans or one of the other existing Tranches of Term Loans (i.e., the B Term Loans or the C Term Loans), so long as the following requirements are satisfied:
(i) the Incremental Term Loans to be made pursuant to such Incremental Term Loan Commitment Agreement shall have the same Maturity Date as the Tranche of Term Loans to which the new Incremental Term Loans are being added, and shall have the same Applicable Base Rate Margin and Applicable Eurodollar Rate Margin applicable to such Tranche;
(ii) the new Incremental Term Loans shall have the same Scheduled Repayment dates as then remain with respect to the Tranche to which such new Incremental Term Loans are being added (with the amount of each Scheduled Repayment applicable to such new Incremental Term Loans to be the same (on a proportionate basis) as is theretofore applicable to the Tranche to which such new Incremental Term Loans are being added, thereby increasing the amount of each then remaining Scheduled Repayment of the respective Tranche proportionately; and
(iii) on the date of the making of such new Incremental Term Loans, and notwithstanding anything to the contrary set forth in Section 1.09, such new Incremental Term Loans shall be added to (and form part of) each Borrowing of outstanding Term Loans of the respective Tranche on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Lender will participate proportionately in each then outstanding Borrowing of Term Loans of the respective Tranche, and so that the existing Lenders with respect to such Tranche continue to have the same participation (by amount) in each Borrowing as they had before the making of the new Term Loans of such
Appears in 1 contract
Incremental Term Loan Commitments. (a) At The Borrower shall have the right, with the approval of the Administrative Agent, to request at any time and from time to time beginning with the first Business Day after the Closing Effective Date and prior to the Maturity DateIncremental Term Loan Commitment Termination Date that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Incremental Term Loan Commitments of a given Class of Incremental Term Loans as designated in the respective Incremental Term Loan Commitment Agreement and, subject to the terms and conditions set forth herein, contained in this Agreement and in the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the existing U.S. Term Loan Commitments or Swedish Term Loan Commitments (“respective Incremental Term Loan Commitments” Commitment Agreement, make Incremental Term Loans pursuant thereto, so long as (i) no Default then exists or would exist after giving effect thereto and all of the representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects at such time (unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (ii) the Borrower and its Subsidiaries will be in compliance with Sections 6.09 and 6.10 on a Post-Test Period Pro Forma Basis after giving effect to each incurrence of Incremental Term Loans and the loans thereunder, “Incremental Term Loans”) which shall be a part application of the same Class as the then outstanding U.S. Term Loans or Swedish Term Loansproceeds therefrom, as the case may be; provided that and (iii) at the time of each such request and upon the effectiveness incurrence of each Incremental Facility AmendmentTerm Loans, (A) no Default has occurred and is continuing or shall result therefrom, (B) the Borrower shall be in compliance on a Pro Forma Basis with the covenant contained in Section 6.09 recomputed as of the last day of the most recent fiscal quarter for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 5.01, and (C) the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying (with supporting calculations in reasonable detail) as to the effect matters set forth in preceding clauses (Ai) and (Bii) aboveand in Section 3.18, together with all calculations relevant theretoand, including reasonably detailed calculations in each case, demonstrating compliance with clause (B) above. Notwithstanding anything to in reasonable detail that the contrary herein, the aggregate principal full amount of such Incremental Term Loans may be incurred in accordance with each Existing Note Indenture and the New Senior Note Indenture on the basis contemplated in Section 3.18, and will not violate the provisions of any such Existing Note Indenture or the New Senior Note Indenture. Furthermore, it is understood and agreed that (i) no Lender shall be obligated to provide an Incremental Term Loan Commitments Commitment, and until such time, if any, as a particular Lender has agreed in its sole discretion to provide an Incremental Term Loan Commitment and executed and delivered to the Borrower and the Administrative Agent an Incremental Term Loan Commitment Agreement as provided in clause (b) of this Section 2.05, such Lender shall not exceed be obligated to fund any Incremental Term Loans, (ii) any Lender (or, in the Dollar Equivalent circumstances contemplated by clause (xi) below, any other Person which will qualify as an Eligible Transferee) may so provide an Incremental Term Loan Commitment without the consent of $200,000,000. Each exercise any other Lender (although the consent of the Borrower’s right to seek Administrative Agent shall be required as provided above), (iii) the amount of each Class of Incremental Term Loan Commitments shall be in a minimum aggregate amount for all Lenders which provide an integral multiple Incremental Term Loan Commitment under such Class of Incremental Term Loans (including, in the circumstances contemplated by clause (xi) below, Eligible Transferees who will become Lenders) of at least $50,000,000, (iv) the aggregate amount of all Incremental Term Loan Commitments permitted to be provided pursuant to this Section 2.05 and the aggregate principal amount of all Incremental Term Loans permitted to be made pursuant to this Section 2.05 shall not exceed $250,000,000, (v) the up-front fees and, if applicable, any unutilized commitment fees and/or other fees, payable in respect of each Incremental Term Loan Commitment shall be separately agreed to by the Borrower and each Incremental Term Loan Lender (and with all such fees to be disclosed by the Borrower to the Administrative Agent), (vi) the Applicable Rates, the Incremental Term Loan Maturity Date and the Incremental Term Loan Scheduled Repayments in respect of each Class of Incremental Term Loans shall be reasonably satisfactory to the Administrative Agent and shall be as set forth in the respective Incremental Term Loan Commitment Agreement (provided that each Class of Incremental Term Loans shall have (I) an Incremental Term Loan Maturity Date of no earlier than the B Term Loan Maturity Date and (II) a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then in effect for the B Term Loans), (vii) the proceeds of all Incremental Term Loans shall be used only for the purposes permitted by Section 5.07, (viii) each Incremental Term Loan Commitment Agreement shall specifically designate, with the approval of the Dollar Equivalent Administrative Agent, the Class of $1,000,000 the Incremental Term Loan Commitments being provided thereunder (which Class shall be a new Class (i.e., not the same as any existing Class of Incremental Term Loans, Incremental Term Loan Commitments or other Term Loans) unless the requirements of paragraph (c) of this Section are satisfied); (ix) all Incremental Term Loans (and all interest, fees and other amounts payable thereon) shall be Obligations and shall be secured by the Collateral, and guaranteed under the Guarantee Agreement, on a pari passu basis with all other Loans; (x) each Lender (or, in the circumstances contemplated by clause (xi) below, any other Person which will qualify as an Eligible Transferee) agreeing to provide an Incremental Term Loan Commitment pursuant to an Incremental Term Loan Commitment Agreement shall, subject to the satisfaction of the relevant conditions set forth in this Agreement, make Incremental Term Loans under the Class specified in such Incremental Term Loan Commitment Agreement as provided in Section 2.01(b) and such Loans shall thereafter be deemed to be Incremental Term Loans under such Class for all purposes of this Agreement and other Loan Documents, and (xi) if, within 5 Business Days after the Borrower has requested the then existing Lenders (other than those Lenders that are not then honoring their funding obligations hereunder) to provide Incremental Term Loan Commitments pursuant to this Section 2.05 the Borrower has not received Incremental Term Loan Commitments in an aggregate principal amount equal to that is not less amount of Incremental Term Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower as provided below), then the Borrower may, with the approval of the Administrative Agent, request Incremental Term Loan Commitments from Persons which are Eligible Transferees in an aggregate amount equal to such deficiency (and with the fees to be paid to such Eligible Transferees to be no greater than those fees to be paid to (or which were offered to) the Dollar Equivalent then existing Lenders providing (or which were requested to provide) Incremental Term Loan Commitments), and otherwise hereunder.
(b) At the time of the provision of Incremental Term Loan Commitments pursuant to this Section 2.05, the Borrower, each other Loan Party, the Administrative Agent and each Lender or Eligible Transferee which agrees to provide an Incremental Term Loan Commitment (each, an "Incremental Term Loan Lender") shall execute and deliver to the Borrower and the Administrative Agent an Incremental Term Loan Commitment Agreement, appropriately completed (with the effectiveness of the Incremental Term Loan Commitment(s) provided therein to occur on the date set forth in such Incremental Term Loan Commitment Agreement upon the payment of any fees (including, without limitation, any fees payable pursuant to clause (II) of the immediately succeeding sentence) required in connection therewith, the satisfaction of the conditions set forth in this Section 2.05 and the satisfaction of any other conditions precedent that may be set forth in such Incremental Term Loan Commitment Agreement). In addition, (x) on or prior to the effective date of the respective Incremental Term Loan Commitment Agreement, (I) the Borrower and its Subsidiaries shall have delivered such technical amendments, modifications and/or supplements to the Security Documents as are reasonably requested by the Administrative Agent to ensure that the additional Obligations to be incurred pursuant to the Incremental Term Loan Commitments are secured by, and entitled to the benefits of, the Security Documents, and each of the Lenders hereby agrees to, and authorizes the Collateral Agent to enter into, any such technical amendments, modifications and/or supplements, (II) unless waived by the Administrative Agent, the Administrative Agent shall have received from the respective Incremental Term Loan Lender (or the Borrower, if so agreed between the Borrower and Incremental Term Loan Lender) the payment of a non-refundable fee of $25,000,0003,500 for each Eligible Transferee which becomes a Lender pursuant to this Section 2.05, (III) the Administrative Agent shall have received from the president, any vice president or a Financial Officer of the Borrower a certificate stating that the conditions set forth in clauses (i) and (ii) of the first sentence of Section 2.05(a) have been satisfied, (IV) the Borrower shall have delivered to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Loan Parties reasonably satisfactory to the Administrative Agent and dated such effective date, covering such of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Effective Date pursuant to Section 4.01(b) as may be reasonably requested by the Administrative Agent, and such other matters as the Administrative Agent may reasonably request, (V) the Borrower and the other Loan Parties shall have delivered to the Administrative Agent such other officers' certificates, resolutions and evidence of good standing as the Administrative Agent shall reasonably request, and (VI) to the extent requested by such Incremental Term Loan Lenders, notes will be issued, at the Borrower's expense, to such Incremental Term Loan Lenders, to the extent needed to reflect the Incremental Term Loan Commitments and outstanding Incremental Term Loans made by such Incremental Term Loan Lenders, and (y) on or prior to each Incremental Term Loan Borrowing Date, the applicable conditions precedent set forth in Article IV shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Commitment Agreement and, at such time, Schedule I shall be deemed modified to reflect the Incremental Term Loan Commitments of such Incremental Term Loan Lenders.
(c) Notwithstanding anything to the contrary contained above in this Section 2.05, the Incremental Term Loan Commitments provided by an Incremental Term Loan Lender or Incremental Term Loan Lenders, as the case may be, pursuant to each Incremental Term Loan Commitment Agreement shall constitute a new Class of Term Loans, which shall be separate and distinct from the existing Classes of Term Loans under this Agreement (with a designation which may be made in letters (i.e., A, B, C, etc.), numbers (1, 2, 3, etc.) or a combination thereof (i.e., A-1, A-2, B-1, B-2, C-1, C-2, etc.), provided that, with the consent ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, the parties to a given Incremental Term Loan Commitment Agreement may specify therein that the respective Incremental Term Loans made pursuant thereto shall constitute part of, and be added to, an existing Class of Incremental Term Loans or to the outstanding Class of B Term Loans, in either case so long as the following requirements are satisfied:
(i) the Incremental Term Loans to be made pursuant to such Incremental Term Loan Commitment Agreement shall have the same Maturity Date as the Class of Term Loans to which the new Incremental Term Loans are being added, and shall have the same Applicable Rates applicable to such Class;
(ii) the new Incremental Term Loans shall have the same Term Loan Scheduled Repayment dates as then remain with respect to the Class to which such new Incremental Term Loans are being added (with the amount of each Term Loan Scheduled Repayment applicable to such new Incremental Term Loans to be the same (on a proportionate basis) as is theretofore applicable to the Class to which such new Incremental Term Loans are being added), thereby increasing the amount of each then remaining Term Loan Scheduled Repayment of the respective Class proportionately; and
(iii) on the date of the making of such new Incremental Term Loans, and notwithstanding anything to the contrary set forth in Section 2.08, such new Incremental Term Loans shall be added to (and form part of) each Borrowing of outstanding Term Loans of the respective Class on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Lender will participate proportionately in each then outstanding Borrowing of Term Loans of the respective Class, and so that the existing Lenders with respect to such Class continue to have the same participation (by amount) in each Borrowing as they had before the making of the new Term Loans of such Class. To the extent the provisions of preceding clause (iii) require that Lenders making new Incremental Term Loans add same to then outstanding Borrowings of Eurodollar Loans, it is acknowledged that the effect thereof may result in such new Incremental Term Loans having short Interest Periods (i.e., an Interest Period that began during an Interest Period then applicable to outstanding Borrowings of Eurodollar Loans to which such new Incremental Term Loans are being added, and which will end on the last day of such then applicable Interest Period). In connection therewith, the Borrower may agree, in the respective Incremental Term Loan Commitment Agreement, to compensate the Lenders making the new Incremental Term Loans of the respective Class for funding Eurodollar Loans during an existing Interest Period on such basis as may be agreed by the Borrower and the respective Lender or Lenders.
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