Common use of Borrower Request Clause in Contracts

Borrower Request. The Borrower may, by written notice to the Administrative Agent, request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments (each, a “Revolving Commitment Increase”) and/or (y) the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment” and, together with Revolving Commitment Increase, the “Incremental Commitments”) by an amount not less than $50,000,000 individually. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the increased or new Commitments 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 the Administrative Agent and (ii) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations (each provider of the Incremental Commitments referred to herein as an “Incremental Lender”); provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.

Borrower Request. The Borrower may, may by written notice to the Administrative Agent, Agent request (x) prior to the any Revolving Facility Maturity DateDate with respect to the Revolving Commitments then in effect, an increase to the existing applicable Revolving Commitments (each, a “Revolving Commitment Increase”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment” and, together with Revolving Commitment Increase, the “Incremental Commitments”) by an amount not less than $50,000,000 individually. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental increased or new Commitments be allocated (each, a “New Lender”) and the amounts of such allocations (each provider of the Incremental Commitments referred to herein as an “Incremental Lender”)allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment. The parties waive the requirement for such notice in connection with the increases effective on the Closing Date.

Borrower Request. The Borrower may, by written notice to the Administrative AgentAgent from time to time, request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments (each, a “Revolving Commitment Increase”) and/or (y) the establishment of one or more new Term Loan Commitments Facility (each, an “Incremental Term Loan Commitment” and, together with Revolving Commitment Increasethe commitments thereunder, the “Incremental Commitments”) by in an amount not less than $50,000,000 individuallyindividually and not #1038422810384414v3315 to exceed the applicable Incremental Amount from one or more Incremental Lenders (which may include any existing Lender) willing to provide such Incremental Commitments in their sole discretion; provided that each Incremental Lender (which is not an existing Lender) shall be subject to the approval requirements of Section 10.02. Each such notice shall specify specify: (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the increased or new proposed Incremental Commitments 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 the Administrative Agent and and (ii) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations (each provider of the Incremental Commitments referred to herein as an “Incremental Lender”); provided that any existing Lender approached to provide all or a portion of the increased or new proposed Incremental Commitments may elect or decline, in its sole discretion, to provide such increased or new Incremental Commitment.

Borrower Request. The Borrower may, may by written notice to the Administrative Agent, Agent request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitments (each, a an “Incremental Revolving Commitment IncreaseCommitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment” and”, and together with the Incremental Revolving Commitment IncreaseCommitments, the “Incremental Commitments”) by an amount not less than $50,000,000 individually. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the increased or new Incremental Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations (each provider of the Incremental Commitments referred to herein as an “Incremental Lender”)allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Incremental Commitments may elect or decline, in its sole discretion, to provide such increased or new Incremental Commitment.

Borrower Request. The Borrower may, may by written notice to the Administrative Agent, Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments (each, a “Revolving Commitment Increase”) and/or (y) the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment” and, together with Revolving Commitment Increaseand the term loans made pursuant thereto, the “Incremental CommitmentsTerm Loans”) by an amount such that, after giving effect to such Incremental Term Loans, the Aggregate Incremental Amount does not exceed the Incremental Cap and in an amount not less than $50,000,000 5,000,000 individually. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not less than ten (10) Business Days (or such shorter period as is acceptable to the Required Lenders) after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental increased or new Commitments be allocated and the amounts of such allocations (each provider of the Incremental Commitments referred to herein as an “Incremental Lender”)allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that each person who is not an existing Lender to which new Commitments are to be allocated must be a bank, financial institution or other institution (other than Holdings or any Subsidiary of Holdings) reasonably acceptable to the Required Lenders.

Borrower Request. The Borrower may, may by written notice to the Administrative Agent, Agent elect to request (x) no more than two times prior to the Revolving Facility Maturity Termination Date, an increase to the existing Aggregate Revolving Commitments Loan Commitment (each, and may request a “Revolving Commitment Increase”) and/or (y) corresponding pro rata increase in the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment” and, together with Revolving Commitment Increase, the “Incremental Commitments”L/C Sublimit) by an amount not in excess of $50,000,000 in the aggregate and not less than $50,000,000 5,000,000 individually. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the increased or new Commitments (and any increase in the L/C Sublimit, if applicable) shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee assignee or L/C Issuer (which assignee or L/C Issuer would be a permitted assignee under Section 9.9(b) hereof) to whom the Borrower proposes any portion of such Incremental increased or new Commitments (and increase in the L/C Sublimit, if applicable) be allocated and the amounts of such allocations (each provider of the Incremental Commitments referred to herein as an “Incremental Lender”)allocations; provided that any existing Lender or L/C Issuer approached to provide all or a portion of the increased or new Commitments (and increase in the L/C Sublimit, if applicable) may elect or decline, in its sole discretion, to provide such increased or new CommitmentCommitment (and increase in the L/C Sublimit, if applicable).

Borrower Request. The Borrower may, Co-Borrowers may by written notice to the Administrative Agent, Agent request (x) prior to the theany Revolving Facility Maturity DateDate with respect to the Revolving Commitments then in effect, an increase to the existing applicable Revolving Commitments (each, a “Revolving Commitment Increase”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment” and, together with Revolving Commitment Increase, the “Incremental Commitments”) by an amount not less than $50,000,000 individually. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes Co-Borrowers propose that the increased or new Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee to whom the Borrower proposes Co-Borrowers propose any portion of such Incremental increased or new Commitments be allocated (each, a “New Lender”) and the amounts of such allocations (each provider of the Incremental Commitments referred to herein as an “Incremental Lender”)allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.

Borrower Request. The Borrower may, after the Restatement Effective Date, by written notice to the Administrative Agent, Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments (each, a “Revolving Commitment Increase”) and/or (y) the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment” and, together with Revolving Commitment Increase, the “Incremental Commitments”) by an amount not in excess of $50.0 million in the aggregate and not less than $50,000,000 5.0 million individually. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental increased or new Commitments be allocated and the amounts of such allocations (each provider of the Incremental Commitments referred to herein as an “Incremental Lender”)allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment. All persons providing increases to the existing Revolving Commitments pursuant to this Section 2.19 shall be reasonably approved (such approval not to be unreasonably withheld) by the Administrative Agent, the Issuing Bank and the Swingline Lender.

Borrower Request. The Borrower may, may by written notice to the Administrative Agent, request and subject to consent of BofA (x) prior solely to the Revolving Facility Maturity Dateextent that it continues to be a Lender at UAL Term Loan Credit Agreement 2020 such time), an increase to the existing Revolving Commitments (each, a “Revolving Commitment Increase”) and/or (y) request at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment” and, together with Revolving Commitment Increase, the “Incremental Commitments”) by up to an aggregate amount not less than for all such new Commitments of $50,000,000 individually250,000,000. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days (or such shorter period reasonably acceptable to the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental increased or new Commitments be allocated (each, a “New Lender”) and the amounts of such allocations (each provider of the Incremental Commitments referred to herein as an “Incremental Lender”)allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment. The parties waive the requirement for such notice in connection with the increases effective on the Closing Date.