Common use of Incremental Term Loan Commitments Clause in Contracts

Incremental Term Loan Commitments. (a) One or more Borrowers may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments from one or more Incremental Term Lenders, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion); provided that each Incremental Term Lender, if not already a Lender hereunder, to the extent such approval would be required pursuant to Section 9.04 if an assignment of the applicable Incremental Term Commitments were being made to such Incremental Term Lender, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the identity of the Borrower or Borrowers to which the Incremental Term Loan Commitments shall be provided, (ii) the amount of the Incremental Term Loan Commitments being requested, (iii) if the Incremental Term Loan Commitments are requested in an Alternative Currency, the applicable currency, (iv) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than five (5) Business Days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Administrative Agent) and (v) whether such Incremental Term Loan Commitments are commitments to make additional Tranche A Loans of the same Class or commitments to make term loans of a different Class with terms different from the Tranche A Loans (such loans, “Specified Incremental Term Loans” and, such commitments, “Specified Incremental Term Loan Commitments”).

Incremental Term Loan Commitments. (a) One or more Borrowers After the Closing Date has occurred, the Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Amount available at the time such Incremental Term Loans are funded (except as set forth in clause (C) of the third paragraph under Section 6.01) from one or more Incremental Term Lenders, Lenders (which may include any existing Lender (each of which Lender, but shall be entitled required to agree or decline to participate in its sole discretion); provided that each Incremental Term Lender, if not already be persons which would qualify as assignees of a Lender hereunder, in accordance with Section 9.04) willing to the extent such approval would be required pursuant to Section 9.04 if an assignment of the applicable Incremental Term Commitments were being made to provide such Incremental Term Lender, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld)Loans in their sole discretion. Such notice shall set forth (i) the identity of the Borrower or Borrowers to which the Incremental Term Loan Commitments shall be provided, (ii) the amount of the Incremental Term Loan Commitments being requestedrequested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000, or equal to the applicable remaining Incremental Amount or, in each case, such lesser amount approved by the Administrative Agent), (iii) if the Incremental Term Loan Commitments are requested in an Alternative Currency, the applicable currency, (ivii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than five (5) Business Days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Administrative Agent) and (viii) whether such Incremental Term Loan Commitments are commitments to make additional Tranche A Loans of the same Class or be (x) commitments to make term loans of with terms identical to (and which shall together with any then outstanding Initial Term Loans, as applicable, form a different single Class of) the Initial Term Loans or (y) commitments to make term loans with pricing, maturity, amortization, participation in mandatory prepayments and/or other terms different from the Tranche A Initial Term Loans (such loans, “Specified Other Incremental Term Loans” and, such commitments, “Specified Incremental Term Loan Commitments”).

Incremental Term Loan Commitments. (a) One or more Borrowers The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments from one or more in an amount not to exceed the Incremental Amount; provided that (A) the Borrower shall first seek Incremental Term Loan Commitments from the existing Lenders, which may include (B) any existing Lender (each of which shall be entitled approached to agree provide any Incremental Term Loan Commitment may elect or decline to participate decline, in its sole discretion); provided , to provide such Incremental Term Loan Commitment, (C) if the existing Lenders decline to provide the full amount of such Incremental Term Loan Commitments, the Borrower may then seek Incremental Term Loan Commitments on the same terms from other persons and (D) any person that each the Borrower proposes to become an Incremental Term Lender, if such person is not already a Lender hereunder, to the extent such approval would be required pursuant to Section 9.04 if then an assignment of the applicable Incremental Term Commitments were being made to such Incremental Term existing Lender, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld); provided, further, that the foregoing requirements shall not apply to any Term B-2 Loans (including the Incremental Term B-2 Loans). Such notice shall set forth (i) the identity of the Borrower or Borrowers to which the Incremental Term Loan Commitments shall be provided, (ii) the amount of the Incremental Term Loan Commitments being requestedrequested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000, or equal to the remaining Incremental Amount or, in each case, such lesser amount approved by the Administrative Agent) and (iii) if the Incremental Term Loan Commitments are requested in an Alternative Currency, the applicable currency, (ivii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than five (5) Business Days nor more than 60 days after effective. Notwithstanding anything in this Agreement to the date of such noticecontrary, unless otherwise agreed to by the Administrative Agent) and (v) whether such any Incremental Term Loan Commitments are commitments to make and Incremental Term Loans established and incurred after the Fourth Incremental Assumption and Amendment Agreement Effective Date shall be in the form of additional Tranche A Term B-2 Loans of the same Class or commitments to make term loans of a different Class with terms different from identical to the Tranche A Loans (such loans, “Specified Incremental existing Term B-2 Loans” and, such commitments, “Specified Incremental Term Loan Commitments”).. 77

Incremental Term Loan Commitments. (a) One or more Borrowers may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments from one or more Incremental Term Lenders, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion); provided that each Incremental Term Lender, if not already a Lender hereunder, to the extent such approval would be required pursuant to Section 9.04 if an assignment of the applicable Incremental Term Commitments were being made to such Incremental Term Lender, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the identity of the Borrower or Borrowers to which the Incremental Term Loan Commitments shall be providedextended, (ii) the amount of the Incremental Term Loan Commitments being requested, (iii) if the Incremental Term Loan Commitments are requested in an Alternative Currency, the applicable currency, (iv) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than five (5) 10 Business Days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Administrative Agent) and (v) whether such Incremental Term Loan Commitments are commitments to make additional Tranche A Loans of the same Class or commitments to make term loans of a different Class with terms different from the Tranche A Loans (such loans, “Specified Incremental Term Loans” and, such commitments, “Specified Incremental Term Loan Commitments”).

Incremental Term Loan Commitments. (a) One or more Borrowers may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an aggregate amount not to exceed the Incremental Facility Amount in effect at such time from one or more Incremental Term Lenders, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion); provided that each Incremental Term Lender, if not already a Lender hereunder, to the extent such approval would be required pursuant to Section 9.04 if an assignment of the applicable Incremental Term Commitments were being made to such Incremental Term Lender, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the identity of the Borrower or Borrowers to which the Incremental Term Loan Commitments shall be providedextended, (ii) the amount of the Incremental Term Loan Commitments being requested, (iii) if the Incremental Term Loan Commitments are requested in an Alternative Currency, the applicable currency, (iv) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than five (5) 10 Business Days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Administrative Agent) and (v) whether such Incremental Term Loan Commitments are commitments to make additional Tranche A Loans, commitments to make additional Tranche B Loans of the same Class or commitments to make term loans of a different Class with terms different from the Tranche A Loans and Tranche B Loans (such loans, “Specified Incremental Term Loans” and, such commitments, “Specified Incremental Term Loan Commitments”).

Incremental Term Loan Commitments. (a) One So long as no Default or Event of Default is then in existence, each Borrower shall have the right, in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.15, and with the consent of the Required Lenders, to request at one time after the Initial Borrowing Date, that one or more Borrowers mayLenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders) provide Incremental Term Loan Commitments to such Borrower and, subject to the terms and conditions contained in this Agreement and in the Incremental Term Loan Commitment Agreement, make Incremental Term Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental Term Loan Commitment as a result of any such request by written notice such Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Term Loan Commitment and executed and delivered to the Administrative Agent from time to time, request an Incremental Term Loan Commitments from one or more Incremental Term LendersCommitment Agreement as provided in clause (b) of this Section 2.15, which may include any existing such Lender (each of which shall be entitled to agree or decline to participate in its sole discretion); provided that each Incremental Term Lender, if not already a Lender hereunder, to the extent such approval would be required pursuant to Section 9.04 if an assignment of the applicable Incremental Term Commitments were being made to such Incremental Term Lender, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth obligated to fund any Incremental Term Loans, (iii) the identity each Tranche of the Borrower or Borrowers to which the Incremental Term Loan Commitments shall be provided, (ii) the amount of the Incremental Term Loan Commitments being requested, (iii) if the Incremental Term Loan Commitments are requested made available to a single Borrower and shall be denominated in an Alternative Currency, the applicable currency, (iv) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than five (5) Business Days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Administrative Agent) and (v) whether such Incremental Term Loan Commitments are commitments to make additional Tranche A Loans of the same Class or commitments to make term loans of a different Class with terms different from the Tranche A Loans (such loans, “Specified Incremental Term Loans” and, such commitments, “Specified Incremental Term Loan Commitments”).U.S. Dollars,

Incremental Term Loan Commitments. (a) One or more Borrowers may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments from one or more Incremental Term Lenders, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion); provided that each Incremental Term Lender, if not already a Lender hereunder, to the extent such approval would be required pursuant to Section 9.04 if an assignment of the applicable Incremental Term Commitments were being made to such Incremental Term Lender, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the identity of the Borrower or Borrowers to which the Incremental Term Loan Commitments shall be providedextended, (ii) the amount of the Incremental Term Loan Commitments being requested, (iii) if the Incremental Term Loan Commitments are requested in an Alternative Currency, the applicable currency, (iv) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than five (5) 10 Business Days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Administrative Agent) and (v) whether such Incremental Term Loan Commitments are commitments to make additional Tranche A Loans, commitments to make additional Tranche B Loans of the same Class or commitments to make term loans of a different Class with terms different from the Tranche A Loans and Tranche B Loans (such loans, “Specified Incremental Term Loans” and, such commitments, “Specified Incremental Term Loan Commitments”).

Incremental Term Loan Commitments. (a) One or more Borrowers After the Closing Date has occurred, the Borrower Representative may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Amount available at the time such Incremental Term Loans are funded (except as set forth in clause (C) of the third paragraph under Section 6.01) from one or more Incremental Term Lenders, Lenders (which may include any existing Lender (each of which Lender, but shall be entitled required to agree or decline to participate in its sole discretion); provided that each Incremental Term Lender, if not already be persons which would qualify as assignees of a Lender hereunder, in accordance with Section 9.04) willing to the extent such approval would be required pursuant to Section 9.04 if an assignment of the applicable Incremental Term Commitments were being made to provide such Incremental Term Lender, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld)Loans in their sole discretion. Such notice shall set forth (i) the identity of the Borrower or Borrowers to which the Incremental Term Loan Commitments shall be provided, (ii) the amount of the Incremental Term Loan Commitments being requestedrequested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000, or equal to the remaining Incremental Amount or, in each case, such lesser amount approved by the Administrative Agent), (iii) if the Incremental Term Loan Commitments are requested in an Alternative Currency, the applicable currency, (ivii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than five (5) Business Days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Administrative Agent) and (viii) whether such Incremental Term Loan Commitments are commitments to make additional Tranche A Loans of the same Class or be (x) commitments to make term loans of with terms identical to (and which shall together with any then outstanding Term B-1-2 Loans, as applicable, form a different single Class of) the Term B-1-2 Loans or (y) commitments to make term loans with pricing, maturity, amortization, participation in mandatory prepayments and/or other terms different from the Tranche A Term B-1-2 Loans (such loans, “Specified Other Incremental Term Loans” and, such commitments, “Specified Incremental Term Loan Commitments”).

Incremental Term Loan Commitments. (a) One or more Borrowers The U.S. Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Amount from one or more Incremental Term Lenders, Lenders (which may include any existing Lender (each of which shall be entitled Lender) willing to agree or decline to participate in its sole discretion)provide such Incremental Term Loan Commitments; provided that each Incremental Term Lender, if not already a Lender hereunder, to the extent such approval would be required pursuant to Section 9.04 if an assignment of the applicable Incremental Term Commitments were being made to such Incremental Term Lender, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the identity of the Borrower or Borrowers to which the Incremental Term Loan Commitments shall be provided, (ii) the amount of the Incremental Term Loan Commitments being requestedrequested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Amount), (iii) if the Incremental Term Loan Commitments are requested in an Alternative Currency, the applicable currency, (ivii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than five (5) 10 Business Days nor more than 60 days after the date of such notice), unless otherwise agreed to by the Administrative Agent) and (viii) whether such Incremental Term Loan Commitments are commitments to make additional Tranche A Loans, commitments to make additional Tranche B Loans of the same Class or commitments to make term loans of a different Class Term Loans with terms different from the Tranche A Loans and Tranche B Loans (such loans, “Specified Incremental Other Term Loans” and, such commitments, “Specified Incremental Term Loan Commitments”).

Incremental Term Loan Commitments. (a) One or more Borrowers After the Closing Date has occurred, the Borrower Representative may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Amount available at the time such Incremental Term Loans are funded (except as set forth in clause (C) of the third paragraph under Section 6.01) from one or more Incremental Term Lenders, Lenders (which may include any existing Lender (each of which Lender, but shall be entitled required to agree or decline to participate in its sole discretion); provided that each Incremental Term Lender, if not already be persons which would qualify as assignees of a Lender hereunder, in accordance with Section 9.04) willing to the extent such approval would be required pursuant to Section 9.04 if an assignment of the applicable Incremental Term Commitments were being made to provide such Incremental Term Lender, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld)Loans in their sole discretion. Such notice shall set forth (i) the identity of the Borrower or Borrowers to which the Incremental Term Loan Commitments shall be provided, (ii) the amount of the Incremental Term Loan Commitments being requestedrequested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000, or equal to the remaining Incremental Amount or, in each case, such lesser amount approved by the Administrative Agent), (iii) if the Incremental Term Loan Commitments are requested in an Alternative Currency, the applicable currency, (ivii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than five (5) Business Days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Administrative Agent) and (viii) whether such Incremental Term Loan Commitments are commitments to make additional Tranche A Loans of the same Class or be (x) commitments to make term loans of with terms identical to (and which shall together with any then outstanding Initial Term B-1 Loans, as applicable, form a different single Class of) the Initial Term B-1 Loans or (y) commitments to make term loans with pricing, maturity, amortization, participation in mandatory prepayments and/or other terms different from the Tranche A Initial Term B-1 Loans (such loans, “Specified Other Incremental Term Loans” and, such commitments, “Specified Incremental Term Loan Commitments”).