Incremental Term Clause Samples

Incremental Term. Lender severally agrees to make a single term loan denominated in Dollars to the Borrower on the Amendment No. 6 Effective Date in an amount not to exceed such Lender’s Amendment No. 6

Incremental Term. Loan Amendments may be executed and shall be effective in accordance with the terms of Section 2.19 when signed by the parties required under Section 2.19.2.19; (c) only the consent of the Required Lenders shall be necessary to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest or fees on any Loan or Facility Letter of Credit or to reduce any fee payable hereunder or permit an Advance to be made; (d) only the consent of the Required Revolving Credit Lenders shall be necessary to waive any condition set forth in Section 4.2 as to any Revolving Credit Loan or Facility Letter of Credit; (e) only the consent of Term A Lenders shall be necessary to waive any condition set forth in Section 4.2 as to any Term A Loan; and (f) any amendment, waiver or other modification of this Agreement or any other Loan Document that by its terms affects the rights or duties under this Agreement of the Lenders of one or more Classes (but not the Lenders of any other Class), may be effected by an agreement or agreements in writing entered into by the Borrowers and the requisite number or percentage in interest of each affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time.

Incremental Term. A-5 and A-6 Facilities. Pursuant to subsection 2.6 of the Credit Agreement, the Incremental Term A-5 Facility and the Incremental Term A-6 Facility are each hereby established under the Credit Agreement on the terms set forth below.

Incremental Term. A Commitments shall automatically terminate on the Amendment No. 6 Effective Date (after the making of the Amendment No. 6 Incremental Term A Loans on such date).

Incremental Term. A Lenders shall have received a Beneficial Ownership Certification in relation to the Company if requested at least ten Business Days prior to the Amendment No. 6 Effective Date; and (k) The Company shall make a borrowing request in accordance with Section 5.05 of the Amended Credit Agreement with respect to the Amendment No. 6

Incremental Term. A Loans (and the use of proceeds thereof) on the Amendment No. 6 Effective Date, the representations and warranties made by the Parent and the Company in the Amended Credit Agreement are true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) on and as of the Amendment No. 6 Effective Date (except to the extent such representations and warranties relate to an earlier date, in which event they shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) on and as of such earlier date). SECTION 7.

Incremental Term. A Loans (or the use of proceeds thereof); (e) the Administrative Agent shall have received a certificate, dated as of the Amendment No. 6 Effective Date and signed by a responsible officer of the Company, certifying that the conditions set forth in Sections 5(c) and 5(d) are satisfied; (f) the Administrative Agent shall have received, on behalf of itself, the Existing 2022 Term A Lenders and Amendment No. 6 Incremental Term A Lenders, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, New York, Delaware and California counsel for the Parent, the Company and the Subsidiary Guarantors, (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Canadian counsel for the Subsidiary Guarantors, and (iii) CMS ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Olswang LLP, counsel for the Subsidiary Guarantors in England and Wales, in each case (A) dated the Amendment No. 6 Effective Date, (B) addressed to the Administrative Agent, the Existing 2022 Term A Lenders and the Amendment No. 6 Incremental Term A Lenders and (C) covering such matters relating to this Amendment and the transactions contemplated hereunder and as the Administrative Agent shall reasonably request. The Company hereby requests such counsel to deliver such opinion; (g) the Administrative Agent shall have received (or substantially concurrently with the funding of the Amendment No. 6 Incremental Term A Loans on the Amendment No. 6 Effective Date, will receive) all fees and other amounts due and payable on or prior to the Amendment No. 6 Effective Date, including, to the extent invoiced at least 3 Business Days prior to the Amendment No. 6 Effective Date, reimbursement or payment of all out of pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Obligors hereunder, under the Amended Credit Agreement, under any other Basic Document or under any engagement letter or other fee letter entered into in connection with the Proposed Amendment and/or the Amendment No. 6 Incremental Term A Loans established hereunder.

Incremental Term. Loans may provide for the ability to participate on a pro rata, greater than pro rata or less than pro rata basis in any voluntary prepayments of Terms Loans or any mandatory prepayments of Term Loans with the proceeds of Other Term Loans and on a pro rata or less than pro rata basis with any other prepayment of Term Loans (except for any Customary Bridge Financings, customary prepayment terms in connection with customary escrow arrangements, Incremental Term Loans that are not “term loan B” loans, permitted amortization schedule and any earlier maturing debt, which shall permit mandatory prepayments on a pro rata, greater than pro rata or less than pro rata basis). Incremental Revolving Lenders may agree to a less than pro rata share of any prepayment. The Revolving Commitment Increases shall be treated substantially the same as the Revolving Commitments being increased, and shall be considered to be part of the Class of Revolving Facility being increased (it being understood that, if required to consummate the provision of Revolving Commitment Increases, the pricing, interest rate margins, rate floors and commitment fees on the Class of Revolving Commitments being increased may be increased and additional upfront or similar fees may be payable to the lenders providing the Revolving Commitment Increase (without any requirement to pay such fees to any existing Revolving Lenders)). Each notice from the Borrower Representative to the Administrative Agent and the Incremental Arranger pursuant to Section 2.25(a) shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Commitments.

Incremental Term. A Lender either (A) a counterpart of this Amendment signed on behalf of each such party or (B) evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment and (2) to the extent an Amendment No. 6 Incremental Term A Lender so requests, a Note signed by the Company; (b) the Administrative Agent shall have received (i) (I) for each of the Parent, the Company and each Subsidiary Guarantor either (1) a certification from a responsible officer of such Person that, as of the Amendment No. 6 Effective Date, there has been no change to the certificate or articles of incorporation (or equivalent documents), including all amendments thereto, of such Person, delivered to the Administrative Agent on the A&R Closing Date or, if so delivered on such date, the latest of the Amendment No. 1 Effective Date, Amendment No. 3 Effective Date and the Amendment No. 5 Effective Date or (2) a copy of the certificate or articles of incorporation (or equivalent documents), including all amendments thereto, of such Person, which certificate or articles of incorporation (or equivalent documents) shall be (x) if such Person is organized in the United States (or any state thereof, but excluding Puerto Rico) certified as of a recent date by the Secretary of State of the state of its organization, with a further certification from a responsible officer of such Person that, as of the Amendment No. 6 Effective Date, such certificate or articles of incorporation (or equivalent document) have not been amended since the date of certification thereof by the Secretary of State of the state of its organization and (y) in the case of any other Person, certified by a responsible officer of the applicable Person as a true and complete copy of the certificate or articles of incorporation (or equivalent document) as of the Amendment No. 6 Effective Date of such Subsidiary Guarantor, and (II) in the case of the Parent, the Company and each Subsidiary Guarantor organized in the United States (or any state thereof) a certificate as to the good standing (or equivalent) of such Person as of a recent date to, from such Secretary of State; (ii) a certificate of an authorized officer of