Incremental Term Loans. The Borrower shall repay the aggregate outstanding principal amount of each Incremental Term Loan (if any) as determined pursuant to, and in accordance with, Section 5.13.
Incremental Term Loans. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time and from time to time prior to the earlier of (A) the Maturity Date and (B) the time the Term Loan is repaid in full, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (an “Incremental Term Loan”) by an aggregate amount of up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Loan on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Loan ...
Incremental Term Loans. Any Incremental Term Loans shall be borrowed pursuant to, and in accordance with Section 5.13.
Incremental Term Loans. The applicable Borrower shall repay the outstanding principal amount of each Incremental Term Loan in the installments on the dates and in the amounts set forth in the applicable Incremental Term Loan Agreement (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05), unless accelerated sooner pursuant to Section 9.02.
Incremental Term Loans. Subject to Section 2.17, the other terms and conditions set forth herein and the relevant Incremental Term Loan Agreement, each Incremental Term Lender severally agrees to make an Incremental Term Loan to the Borrower, at any time and from time to time during the period from the effective date of the applicable Incremental Term Loan Agreement to sixty (60) days following such date, which Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Incremental Term Loan Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreement; and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed the Incremental Term Commitment of such Incremental Term Lender (as set forth in the relevant Incremental Term Loan Agreement); provided, however, that the Borrower may not request more than two (2) draws with respect to each Series of Incremental Term Loans, one of which must be on the effective date of the applicable Incremental Term Loan Agreement. Once repaid or prepaid, Incremental Term Loans may not be reborrowed; provided that this Section 2.01(b) shall not limit the Borrower’s right to request additional Incremental Term Loans pursuant to Section 2.17 hereof.
Incremental Term Loans. (a) The US Borrower may at any time, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (each, an “Incremental Term Loan”); provided, that (i) at the time that any such Incremental Term Loan is made (and after giving effect thereto), (A) no Default or Event of Default shall have occurred and be continuing, (B) the Total Leverage Ratio on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of the Incremental Term Loans and the application of the proceeds therefrom, as of the last day of the most recently ended four fiscal quarters of the US Borrower, shall not exceed 4.25 to 1.00, (C) the US Borrower shall be in compliance, on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of such Incremental Term Loans and the application of the proceeds therefrom, with Section 7.09 and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrower, (D) the incurrence of any such Incremental Term Loans has been duly authorized by the US Borrower and (E) the US Borrower has delivered to the Administrative Agent a certificate to the effect set forth in clauses (A), (B), (C) and (D) above, together with all relevant calculations related thereto; and (ii) the US Borrower shall promptly after the US Borrower receives the proceeds from the incurrence of any Incremental Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv). The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o))...
Incremental Term Loans. Any Incremental Term Loans effected through the establishment of one or more new term loans made on an Incremental Facility Closing Date (other than a Term Loan Increase) shall be designated a separate Class of Incremental Term Loans for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.12, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. Notwithstanding the foregoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.
Incremental Term Loans. (a) The Borrower may at any time or from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “Incremental Term Loans”) in accordance with this Section 2.18 in an aggregate principal amount not to exceed (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Term Loans, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis after giving effect to such incurrence (treating any proposed increase in revolving commitments under the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any proceeds of such Incremental Term Loans and any other substantially simultaneous debt incurrences shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio), plus (ii) $100,000,000 (less the aggregate principal amount of all increases in the revolving commitments provided under the ABL Facility incurred after the Third Amendment and Restatement Effective Date pursuant to Section 2.20 thereof); provided that (i) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect to any Incremental Term Loans the primary purpose of which is to finance an acquisition permitted by this Agreement, the amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either at the time (1) of the effectiveness of such Incremental Term Loans or (2) a definitive agreement is entered into with respect to the transaction to be financed by such Incremental Term Loans giving pro forma effect to such acquisition and the incurrence of such Indebtedness as if each occurred on such date. For the avoidance of doubt, the Borrower may incur Incremental Term Loans under this Section 2.18 in reliance on Section 2.18(a)(i) to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included in such notice to the Administrative Agent for any Incremental Term Loans an explicit election to incur such Incremental Term Loans pursuant to Section 2.18(a)(i) ...
Incremental Term Loans. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request the establishment of one or more new term loan commitments (the “Incremental Term Loans”); provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist. Each Incremental Term Loan shall be in an aggregate principal amount that is not less than $50,000,000 (or such lower amount that either (A) represents all remaining availability under the limit set forth in the next sentence or (B) is acceptable to the Administrative Agent). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans shall not exceed the lesser of (x) $500,000,000 and (y) the maximum amount at the time of such proposed Incremental Term Loan that could be incurred such that before and after giving pro forma effect to such Incremental Term Loan and after giving effect to any acquisition permitted under this Agreement and consummated in connection with the application of such proceeds, the Senior Secured Leverage Ratio does not exceed 5.00:1.00 as of the last date for which Section 5.04 Financials have been delivered to the Administrative Agent. Each Incremental Term Loan (1) shall rank pari passu in right of payment and of security with the then-existing Term Loans, (2) shall not mature earlier than the Term Loan Maturity Date, (3) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the then-existing Term Loans (without giving effect to annual amortization on any Incremental Term Loan Facility not in excess of 1% of the principal amount thereof) and (4) shall be treated in the same manner as the Term Loans for purposes of Section 2.13(c). Each notice from the Borrower pursuant to this Section 2.22 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loan. Incremental Term Loans may be made by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided that the relevant Persons under Section 9.04(b) shall have consented (in each case, not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such Incremental...
Incremental Term Loans. (a) At any time, the Borrowers may by written notice to the Administrative Agent elect to request the establishment of one or more incremental term loan commitments (any such incremental term loan commitment, which may be part of an existing tranche, an “Incremental Term Loan Commitment”) to make an incremental term loan (any such incremental term loan, an “Incremental Term Loan”); provided that the total aggregate amount for all such Incremental Term Loan Commitments shall not exceed $350,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrowers propose that any Incremental Term Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrowers may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide an Incremental Term Loan Commitment (any such Person, an “Incremental Term Loan Lender”). Any Lender or any Incremental Term Loan Lender offered or approached to provide all or a portion of any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment. Any Incremental Term Loan Commitment shall become effective as of such Increased Amount Date; provided that:
