No Lender shall be required to make the Incremental Loan except pursuant to a Lender Assumption Agreement signed by such Lender.
Incremental Amendments. Upon the execution and delivery of all documentation and satisfaction of all conditions required by this [Section 2.4] in connection with an Incremental Commitment (the date thereof, the “Incremental Effective Date”), this Agreement shall be deemed amended without further action by any party to reflect each Incremental Lender and its Incremental Commitment.
Incremental Facility. Except as otherwise specifically set forth herein, all of the other terms and conditions applicable to such Incremental Facility shall be identical to the terms and conditions applicable to the Revolving Facility.
Incremental Lenders. Incremental Revolving Facility Increases may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide any Incremental Revolving Facility Increase), or any Additional Lender (collectively, the Incremental Lenders); provided that the Administrative Agent, each Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to any Additional Lenders provision of such Incremental Revolving Facility Increase if such consent by the Administrative Agent or such Swingline Lender would be required under Section 10.04 for an assignment of Commitments or Loans to such Additional Lender.
The Borrowers or any Guarantor or, solely in the case of a New Term Loan Facility denominated in an Alternative Currency, any Restricted Subsidiary that is organized in a jurisdiction that is acceptable to the Administrative Agent (any such Guarantor or Restricted Subsidiary for so long as loans or commitments remain outstanding under the applicable Incremental Facility, an “Additional Borrower”) may, by written notice to the Administrative Agent, request the establishment of one or more new tranches of term facilities denominated in Dollars, an Alternative Currency or any other currency agreed to by the applicable Borrower, the Administrative Agent and the providing such New Term Loan Facility (each, a “New Term Loan Facility”) and/or increase the principal amount of the Term Loans, any Incremental Term Loans or any Extended Term Loans by requesting new term loan commitments to be added to such Loans (together with any New Term Loan Facility, an “Incremental Term Facility” and, any Loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or request the establishment of one or more new tranches of Revolving Credit Commitments (each, a “New Revolving Credit Facility”) and/or request an increase in any Tranche of Revolving Credit Commitments (together with any New Revolving Credit Facility, an “Incremental Revolving Credit Facility” and, together with any Incremental Term Facility, “Incremental Facilities” and, the loans thereunder, “Incremental Revolving Credit Loans” and, together with any Incremental Term Loans, “Incremental Loans”); provided that no existing will have an obligation to make any Incremental Facility, nor will the Borrower have any obligation to approach any existing to provide any Incremental Facility, in an aggregate amount not in excess of the sum of # the greater of # $460,000,000 (or a principal amount equal to the Dollar Equivalent of $460,000,000) and # 100% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding, less any amount of Indebtedness incurred pursuant to clause (x)(i) of [Section 8.02(p) and (y)])] an unlimited amount if, after giving effect to the incurrence of such amount, # in case of Incremental Facilities that are secured on a pari passu basis with the Obligations, the First Lien Net Leverage Ratio is less than or equal to 3.50 to 1.00 on a Pro Forma Basis, # in case of Incremental Facilities that are secured on a junior basis to the Obligations, the Senior Secured Net Leverage Ratio is less than or equal to 5.00 to 1.00 on a Pro Forma Basis and # in case of Incremental Facilities that are unsecured, the Fixed Charge Coverage Ratio is greater than or equal to 2.00 to 1.00 on a Pro Forma Basis (in each case, assuming # the Indebtedness being incurred as of such date of determination would be included in the definition of Consolidated Indebtedness, whether or not such Indebtedness would otherwise be included and # any Incremental Revolving Credit Facilities are fully drawn) and, in each instance, for an amount not less than $5,000,000 (or a principal amount equal to the Dollar Equivalent of $5,000,000) individually (or such lesser amount which shall be approved by the Administrative Agent); provided that Incremental Facilities # shall be incurred pursuant to [clause (y) above] prior to utilization of any capacity pursuant to [clause (x) above], # amounts incurred in reliance on [clause (x) above] concurrently with amounts incurred in reliance on [clause (y) above] shall not be included as Indebtedness in the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Fixed Charge Coverage Ratio, as applicable, for purposes of calculating any amounts that may be incurred pursuant to [clause (y) above] on the same day and # if all or any portion of any Incremental Facility was originally incurred or issued in reliance on [clause (x) above] and thereafter such amount could have been incurred pursuant to [clause (y) above], such amount of such Incremental Facility shall be reclassified, as the applicable Borrower may elect from time to time, as having been incurred pursuant to [clause (y) above] and thereafter shall not count as utilization of [clause (x) above]; provided, further, that, notwithstanding the foregoing or anything to the contrary set forth herein, # Incremental Term Loans may be incurred without regard to any of the foregoing limits to the extent that the Net Cash Proceeds of such Incremental Term Loans are used on or about the date of incurrence to permanently prepay and refinance Term Loans of any Tranche selected by the applicable Borrower on a dollar-for-dollar basis, and any such Incremental Term Loans (the “Refinancing Incremental Term Loans”) shall be deemed to have been incurred pursuant to this proviso, and # New Revolving Credit Facilities may be incurred without regard to the foregoing limits to the extent that such New Revolving Credit Facilities are used on or about the date of incurrence to refinance and permanently reduce Revolving Credit Commitments of any Tranche selected by Borrower on a dollar-for-dollar basis, and any such Revolving Credit Commitments thereunder (the “Refinancing Incremental Revolving Credit Commitments”) shall be deemed to have been incurred pursuant to this proviso. Each such notice shall specify # the date (each, an “Increased Amount Date”) on which the applicable Borrower proposes that the applicable Incremental Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period otherwise agreed to by the Administrative Agent in its sole discretion), # the identity of each or Affiliate or other Person that is consented to by the Administrative Agent (which consent shall not be unreasonably withheld) and by the L/C Issuer to the extent such consent, if any, would be required under [Section 11.06] for an assignment of Loans or Revolving Credit Commitments (any such Affiliate or other Person, a “New Incremental ”) to whom the Borrowers propose any portion of such Incremental Facility be allocated and the amounts of such allocations and # whether such Incremental Facility is to be an Incremental Term Facility or Incremental Revolving Credit Facility. Such Incremental Facility shall become effective as of such Increased Amount Date; provided that # no Event of Default or Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility (except that, with respect to this clause (A), solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the providing such Incremental Facility, such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist), # both before and after giving effect to such Incremental Facility, each of the conditions set forth in [Section 5.02] shall be satisfied and all fees and expenses owing in respect of such increase to the Administrative Agent and the have been paid (except, solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by the providing such Incremental Facility, # with respect to [Section 5.02(a)], such Incremental Facility shall only be subject to customary “funds certain provisions” and # with respect to [Section 5.02(b)], such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist); # any Incremental Facility provided by any New Incremental shall be effected pursuant to one or more joinder agreement (an “Incremental Amendment”) in form and substance satisfactory to the Administrative Agent and executed and delivered by a Borrower (or Additional Borrower, if applicable) and the Administrative Agent, each of which shall be recorded in the Register; and # the Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.
At any time, but not more than one (1) time in the case of raising commitments for incremental term loans and not more than five (5) times during the term of this Agreement in the case of an increase to the Aggregate Revolving Loan Commitment (unless, in either case, the Administrative Agent agrees to an additional number in its sole discretion), and subject to the terms and conditions of this Section 2.23, may request # to raise commitments for incremental term loans in order to accommodate an incremental single-draw tranche of Term Loans (the Incremental Term Loans, and the term loan commitments relating thereto, the Incremental Term Loan Commitments) and/or # an increase in the Aggregate Revolving Loan Commitment in order to accommodate additional Revolving Loans (the Incremental Revolving Loans, and the Revolving Loan Commitments relating thereto, the Incremental Revolving Loan Commitments) (any such increase being referred to herein as a Commitment Increase) without the consent of any Lender not providing such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments, as the case may be; provided that, the aggregate amount of all Incremental Term Loan Commitments and Incremental Revolving Loan Commitments effected during the term of this Agreement shall not exceed $275,000,000.
SECTION # Conditions to Effectiveness. The effectiveness of this Agreement and the obligations of the Incremental Revolving Facility Lender to provide the Incremental Revolving Facility Commitments and the Additional Letter of Credit Commitments are subject to the satisfaction or waiver of the following conditions precedent (the date on which all such conditions are satisfied or waived, the “Incremental Effective Date”):
Effectiveness. This Amendment shall become effective upon fulfillment of the following conditions: # the Company and Prudential shall have executed a copy of this Amendment on or prior to the Effective Date, # Prudential shall have received a copy of the resolutions of the board of the Company authorizing the execution, delivery and performance by the Company of this Amendment, certified by its secretary or assistant secretary, # the Company shall have paid the structuring fee described in [Section III(b)] of this Amendment to Prudential, and # Prudential shall have received such other documents and certificates as it may reasonably request relating to the Amendment and the transactions contemplated by the Amendment.
Effectiveness. This Amendment shall be effective as of the Fourth Amendment Effective Date upon receipt by the Administrative Agent of each of the following items:
The Purchaser shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. The Purchaser shall notify the Vendor in accordance with [Section 8.1] as promptly as practicable, and in any event, within 24 hours, after the Registration Statement is declared effective and shall simultaneously provide the Vendor with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby.
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