Common use of Incremental Commitments Clause in Contracts

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time after the Closing Date, and prior to the Revolving Facility Loan Maturity Date, request that the Incremental Amount be provided by one or more Incremental Revolving Facility Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Facility Commitments in their own discretion; provided, that each Incremental Revolving Facility Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) unless such Incremental Revolving Facility Lender is a Lender, an Affiliate of a Lender or an Approved Fund. Such notice shall set forth (i) the amount of the Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $5.0 million and a minimum amount of $25.0 million or equal to the remaining Incremental Amount), (ii) the date on which such Incremental Revolving Facility Commitments are requested to become effective (the “Increased Amount Date”) and (iii) whether such Incremental Revolving Loan Commitments are to be Revolving Facility Commitments or commitments to make revolving loans with pricing terms different from the Revolving Facility Loans (“Other Revolving Loans”).

Incremental Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent on two occasions during the period from time to time after the Closing Date, and Date to the date five Business Days prior to the Revolving Facility Loan Maturity Date, request that incremental Commitments in an amount not less than $25,000,000 per request and not more than $150,000,000 in the Incremental Amount be provided by aggregate from one or more Incremental Revolving Facility additional Lenders (which may include any existing Lender, each, a “New Term Loan Lender”) willing to provide such Incremental Revolving Facility incremental Commitments in their own discretion; provided, that each Incremental Revolving Facility New Term Loan Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) unless such Incremental Revolving Facility New Term Loan Lender is a Lender, Lender or an Affiliate of a Lender or an Approved FundLender. Such notice shall set forth (i) the amount of the Incremental Revolving Facility incremental Commitments being requested (which shall be in minimum increments of $5.0 million requested, and a minimum amount of $25.0 million or equal to the remaining Incremental Amount), (ii) the date on which such Incremental Revolving Facility incremental Commitments are requested to become effective (the “Increased Amount Date”). On any Increased Amount Date on which any such incremental Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrowers (a “New Term Loan”) in an amount equal to its incremental Commitment, and (iiiii) whether each New Term Loan Lender shall become a Lender hereunder with respect to such Incremental Revolving Loan incremental Commitment and the New Term Loans made pursuant thereto. The terms and provisions of the New Term Loans and the incremental Commitments are shall be identical to be Revolving Facility Commitments or commitments to make revolving loans with pricing terms different from the Revolving Facility Loans (“Other Revolving existing Loans”).

Incremental Commitments. (a) The Borrower Company may, by written notice to the Administrative Agent from time to time after the Closing Date, and prior to the Revolving Facility Loan Maturity Datebut not more than twice in any calendar year, request that Incremental Commitments in an amount not to exceed the Incremental Amount be provided by from one or more Incremental Revolving Facility Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Facility Commitments Advances in their own sole discretion; provided, that each Incremental Revolving Facility Lender (which is not an existing Lender) shall be subject to the approval requirements of the Administrative Agent (which approval shall not be unreasonably withheld) unless such Incremental Revolving Facility Lender is a Lender, an Affiliate of a Lender or an Approved FundSection 9.07. Such notice shall set forth (iA) the amount of the Incremental Revolving Facility Commitments being requested (which shall be in minimum increments multiples of $5.0 million and a minimum amount of $25.0 million or equal to the remaining Incremental AmountUS$10,000,000), (iiB) the date on which such Incremental Revolving Facility Commitments are requested to become effective (the “Increased Amount Date”) and (iiiC) whether such Incremental Revolving Loan Commitments are to be Revolving Facility Tranche A Commitments, Tranche B Commitments or commitments to make revolving loans advances with pricing currency, borrowers and/or amortization terms different from the Revolving Facility Loans existing Facilities (“Other Revolving LoansCredit Advances”). The designation of Commitments to any Other Revolving Credit Advances shall be made pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Company, the Agent and each applicable Incremental Lender. No Lender shall be obligated to increase its Commitments pursuant to this Section 2.19 unless it so agrees.

Incremental Commitments. (a. xiv) The Borrower may, by written notice to the Administrative Agent from time to time after the Closing Date, and prior to the Revolving Facility Loan Maturity Datetime, request that Incremental Term Loan Commitments, in an amount not to exceed the Incremental Amount be provided by from one or more Incremental Revolving Facility Term Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Facility Commitments Term Loans in their own discretion; provided, that each Incremental Revolving Facility Term Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) unless such Incremental Revolving Facility Term Lender is a Lender, an Affiliate of a Lender or an Approved Fund. Such notice shall set forth (i) the amount of the Incremental Revolving Facility Term Loan Commitments being requested (which shall be in minimum increments of $5.0 million and a minimum amount of $25.0 million or equal to the remaining Incremental Amount), (ii) the date on which such Incremental Revolving Facility Term Loan Commitments are requested to become effective (the “Increased Amount Date”) ), and (iii) whether such Incremental Revolving Term Loan Commitments are to be Revolving Facility Term C Loan Commitments or commitments to make revolving term loans with pricing and/or amortization terms different from the Revolving Facility Term C Loans (“Other Revolving Term Loans”).

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time after the earlier to occur of (x) the 60th day following the Closing Date and (y) the Syndication Date, and prior to the Revolving Facility Loan Maturity Date, request that the Incremental Amount be provided by one or more Incremental Revolving Facility Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Facility Commitments in their own discretion; provided, that each Incremental Revolving Facility Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) unless such Incremental Revolving Facility Lender is a Lender, an Affiliate of a Lender or an Approved Fund. Such notice shall set forth (i) the amount of the Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $5.0 million and a minimum amount of $25.0 million or equal to the remaining Incremental Amount), (ii) the date on which such Incremental Revolving Facility Commitments are requested to become effective (the “Increased Amount Date”) and (iii) whether such Incremental Revolving Loan Commitments are to be Current Asset Revolving Facility Commitments or commitments to make revolving loans with pricing and/or terms different from the Current Asset Revolving Facility Loans (“Other Revolving Loans”).

Incremental Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent from time to time after the Closing Datetime, and prior to the request Incremental Revolving Facility Loan Maturity Date, request that Commitments in an amount not to exceed the Incremental Amount be provided by from one or more Incremental Revolving Facility Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Facility Commitments Commitments, as the case may be, in their own discretion; provided, that (i) each Incremental Revolving Facility Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) unless such Incremental Revolving Facility Lender is a Lender, an Affiliate and (ii) each Incremental Revolving Facility Commitment shall be on the same terms as the existing Revolving Facility Commitments and in all respects shall become a part of a Lender or an Approved Fundthe Revolving Facility hereunder on such terms. Such notice shall set forth (i) the amount of the Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $5.0 5 million and a minimum amount of $25.0 25 million or equal to the remaining Incremental Amount), (ii) the aggregate amount of Incremental Revolving Facility Commitments, which shall not exceed the Incremental Amount, and (iii) the date on which such Incremental Revolving Facility Commitments are requested to become effective (the “Increased Amount Date”) and (iii) whether such Incremental Revolving Loan Commitments are to be Revolving Facility Commitments or commitments to make revolving loans with pricing terms different from the Revolving Facility Loans (“Other Revolving Loans”).

Incremental Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent from time to time after the Closing Datetime, and prior to the request Incremental Revolving Facility Loan Maturity Date, request that Commitments in an amount not to exceed the Incremental Amount be provided by from one or more Incremental Revolving Facility Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Facility Commitments Commitments, as the case may be, in their own discretion; provided, that (i) each Incremental Revolving Facility Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) unless such Incremental Revolving Facility Lender is a Lender, an Affiliate and (ii) each Incremental Revolving Facility Commitment shall be on the same terms as the existing Revolving Facility Commitments and in all respects shall become a part of a Lender or an Approved Fundthe Revolving Facility hereunder on such terms. Such notice shall set forth (i) the amount of the Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $5.0 million and a minimum amount of $25.0 million or equal to the remaining Incremental Amount), (ii) the aggregate amount of Incremental Revolving Facility Commitments, which shall not exceed the Incremental Amount, and (iii) the date on which such Incremental Revolving Facility Commitments are requested to become effective (the “Increased Amount Date”) and (iii) whether such Incremental Revolving Loan Commitments are to be Revolving Facility Commitments or commitments to make revolving loans with pricing terms different from the Revolving Facility Loans (“Other Revolving Loans”).

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time after the Closing Date, and prior to the Revolving Facility Loan Maturity Date, request that the Incremental Amount be provided by one or more Incremental Revolving Facility Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Facility Commitments in their own discretion; provided, that each Incremental Revolving Facility Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) unless such Incremental Revolving Facility Lender is a Lender, an Affiliate of a Lender or an Approved Fund. Such notice shall set forth (i) the amount of the Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $5.0 million and a minimum amount of $25.0 million or equal to the remaining Incremental Amount), (ii) the date on which such Incremental Revolving Facility Commitments are requested to become effective (the “Increased Amount Date”) and (iii) whether such Incremental Revolving Loan Commitments are to be Revolving Facility Commitments or commitments to make revolving loans with pricing terms different from the Revolving Facility Loans (“Other Revolving Loans”).

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time after the Closing Datetime, and prior to the request Incremental Revolving Facility Loan Maturity Date, request that Commitments in an amount not to exceed the Incremental Amount be provided by from one or more Incremental Revolving Facility Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Facility Commitments in their own discretion; provided, that each Incremental Revolving Facility Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) unless such Incremental Revolving Facility Lender is a Lender, an Affiliate of a Lender or an Approved Fund. Such notice shall set forth (i) the amount of the Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $5.0 million and a minimum amount of $25.0 million or equal to the remaining Incremental Amount), (ii) the aggregate amount of all Incremental Revolving Facility Commitments that will exist after giving effect to the request (and which shall not exceed $250 million), (iii) the date on which such Incremental Revolving Facility Commitments are requested to become effective (the “Increased Amount Date”) and (iiiiv) whether such Incremental Revolving Loan Facility Commitments are to be Revolving Facility Commitments or commitments to make revolving loans with pricing and/or amortization terms different from the Revolving Facility Loans (“Other Revolving Loans”).

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time after the Closing Datetime, and prior to the request Incremental Term Loan Commitments and/or Incremental Revolving Facility Loan Maturity DateCommitments, request that as applicable, in an amount not to exceed the Incremental Amount be provided by available at the time such Incremental Commitments are established (or, solely in connection with clause (ii) of the definition of the term “Incremental Amount,” at the time any commitment relating thereto is entered into or, at the option of the Borrower, at the time of incurrence of the Incremental Loans thereunder) from one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans and/or Incremental Revolving Facility Commitments Commitments, as the case may be, in their own discretion; provided, provided that each Incremental Revolving Facility Lender providing a commitment to make revolving loans shall be subject to the approval of the Administrative Agent and, to the extent the same would be required for an assignment under Section 9.04, the Issuing Banks (which approval approvals shall not be unreasonably withheld) unless such Incremental Revolving Facility Lender is a Lender, an Affiliate of a Lender or an Approved Fund. Such notice shall set forth (i) the amount of the Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $5.0 million and a minimum amount of $25.0 million or equal to the remaining Incremental Amount), (ii) the date on which such Incremental Revolving Facility Commitments are requested to become effective (the “Increased Amount Date”) and (iii) whether such Incremental Revolving Loan Commitments are to be Revolving Facility Commitments or commitments to make revolving loans with pricing terms different from the Revolving Facility Loans (“Other Revolving Loans”).108

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time after the Closing Date, and prior to the Revolving Facility Loan Maturity Datetime, request that Incremental Commitments in an amount not to exceed the Incremental Loan Amount be provided by from one or more Incremental Revolving Facility Lenders (Lenders, which may include any existing Lender) willing to provide such Incremental Revolving Facility Commitments in their own discretion; provided, provided that each Incremental Revolving Facility Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and, in the case of any increase in Tranche A Revolving Credit Commitments, the Issuing Bank and the Swingline Lender (which approval approvals shall not be unreasonably withheld) unless such Incremental Revolving Facility Lender is a Lender, an Affiliate of a Lender withheld or an Approved Funddelayed). Such notice shall set forth (i) the amount of the Incremental Revolving Facility Commitments being requested (which which, unless otherwise agreed to by the Administrative Agent, shall be in minimum increments integral multiples of $5.0 million 1,000,000 and a minimum amount of $25.0 million 5,000,000 or in an amount equal to the remaining Incremental Amount), (ii) the date on which such Incremental Revolving Facility Commitments are requested to become effective (which shall not be less than five Business Days after the “Increased Amount Date”date of such notice) and (iii) whether such Incremental Revolving Loan Commitments are to be Tranche A Revolving Facility Credit Commitments, Tranche B Revolving Credit Commitments or commitments Incremental Term Commitments. For the avoidance of doubt, no Lender shall have any obligation to make revolving loans with pricing terms different from the Revolving Facility Loans (“Other Revolving Loans”)assume an Incremental Commitment.

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time after time, request Incremental Term Loan Commitments and, with the Closing Dateconsent of the Administrative Agent (not to be unreasonably withheld or delayed), and prior to the Incremental Revolving Facility Loan Maturity DateCommitments, request that in an aggregate amount not to exceed the Incremental Amount be provided by from one or more Incremental Revolving Facility Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Facility Commitments Loans in their own discretion; provided, that each Incremental Revolving Facility Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) unless such Incremental Revolving Facility Lender is a Lender, an Affiliate of a Lender or an Approved Fund. Such notice shall set forth (i) the amount of the Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $5.0 million 5,000,000 and a minimum amount of $25.0 million 25,000,000 or equal to the then-remaining Incremental Amount), (ii) the date on which such Incremental Revolving Facility Commitments are requested to become effective (the “Increased Amount Date”) and ), (iii) in the case of any Incremental Term Commitment, whether such Incremental Revolving Term Loan Commitments are to be Term A-1 Loan Commitments, Term A-2 Loan Commitments or commitments to make term loans with pricing and/or other terms different from the Term A-1 Loans and the Term A-2 Loans (“Other Term Loans”) and (iv) in the case of any Incremental Revolving Facility Commitment, whether such Incremental Revolving Facility Commitments are to be additional Revolving Facility Commitments or commitments to make revolving loans with pricing and/or other terms different from the Revolving Facility Loans (“Other Revolving Loans”).

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time after the Closing Date, and prior to the Revolving Facility Loan Maturity Datetime, request that Incremental Term Loan Commitments, in an amount not to exceed the Incremental Amount be provided by from one or more Incremental Revolving Facility Term Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Facility Commitments Term Loans in their own discretion; provided, that each Incremental Revolving Facility Term Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) unless such Incremental Revolving Facility Term Lender is a Lender, an Affiliate of a Lender or an Approved Fund. Such notice shall set forth (i) the amount of the Incremental Revolving Facility Term Loan Commitments being requested (which shall be in minimum increments of $5.0 million and a minimum amount of $25.0 million or equal to the remaining Incremental Amount), (ii) the aggregate amount of all Incremental Term Loan Commitments shall not exceed $125,000,000, (iii) the date on which such Incremental Revolving Facility Term Loan Commitments are requested to become effective (the “Increased Amount Date”) ), and (iiiiv) whether such Incremental Revolving Term Loan Commitments are to be Revolving Facility Term C Loan Commitments or commitments to make revolving term loans with pricing and/or amortization terms different from the Revolving Facility Term C Loans (“Other Revolving Term Loans”).

Incremental Commitments. (axvi) The Borrower may, by written notice to the Administrative Agent from time to time after the Closing Datetime, and prior to the request Incremental Revolving Facility Loan Maturity Date, request that Commitments in an amount not to exceed the Incremental Amount be provided by from one or more Incremental Revolving Facility Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Facility Commitments Loans in their own discretion; provided, that each Incremental Revolving Facility Lender shall be subject to the approval of the Administrative Agent and each L/C Issuer (neither of which approval approvals shall not be unreasonably withheld) unless such Incremental Revolving Facility Lender is a Lender, an Affiliate of a Lender or an Approved Fund. Such notice shall set forth (i) the amount of the Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $5.0 million 1,000,000 and a minimum amount of $25.0 million 5,000,000 or equal to the remaining Incremental Amount), (ii) the date on which such Incremental Revolving Facility Commitments are requested to become effective (the “Increased Amount Date”) ), and (iii) whether such Incremental Revolving Loan Facility Commitments are to be Revolving Facility Commitments or commitments to make revolving loans up to an aggregate principal amount of $25,000,000 with pricing and/or other terms different from the Revolving Facility Loans (referred to herein as “Other Revolving Loans”).

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time after the Closing Date, and prior to the Revolving Facility Loan Maturity Datetime, request that Incremental Revolving Commitments in an amount not to exceed the Incremental Amount be provided by at the time such Incremental Revolving Commitments are established from one or more Incremental Revolving Facility Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Facility Commitments in their own discretion; provided, that each Incremental Revolving Facility Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) unless such Incremental Revolving Facility Lender is a Lender, an Affiliate of a Lender or an Approved Fund. Such notice shall set forth (i) the amount of the Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $5.0 million 1,000,000 and a minimum amount of $25.0 million 5,000,000 or equal to the remaining Incremental AmountAmount or such lesser amount approved by the Administrative Agent), (ii) the date on which such Incremental Revolving Facility Commitments are requested to become effective (the “Increased Amount Date”) ), and (iii) whether that such Incremental Revolving Loan Commitments are to shall be Revolving Facility Commitments or commitments to make revolving loans with pricing additional Revolving Loans (such additional Revolving Loans, the “Incremental Revolving Facility Loans”) on the same terms different from as the Revolving Loans made pursuant to the Commitments in effect on the Closing Date (the “Initial Revolving Facility Loans (“Other Revolving Loans”).