All of the reasonable and documented out-of-pocket costs and expenses (including the reasonable fees, expenses and disbursements of Latham & Watkins LLP and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) incurred by the Agents in connection with the negotiation, preparation, execution and delivery of this Third Amendment and the extension and syndication of the Term A-3 Facility Commitments and the Incremental Term A-3 Loan Commitments shall have been paid.
Each Incremental Term A-3 Lender hereby agrees, severally and not jointly, to provide its respective Incremental Term A-3 Loan Commitment as set forth on Schedule A annexed hereto on the terms set forth in this Third Amendment, and its Incremental Term A-3 Loan Commitment shall be binding as of the Effective Date (as defined below).
Subject to the terms and conditions set forth herein, each Term A Lender with a Term A-3 Loan Commitment severally agrees to make a single loan to the Company on the Restatement Effective Date in U.S. dollars in an amount not to exceed such Term A Lenders Term A-3 Loan Commitment.
To the extent requested, each Lender shall have received its Term A-1 Loan Note, Term A-2 Loan Note, Term A-3 Loan Note, Revolving Note, Multi-Draw Term Note, and Swingline Note, in each case, dated the Effective Date, duly completed as herein provided and duly executed and delivered by an Authorized Officer of the Borrower.
For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a "Revolving Loan", "Term A-1 Loan", "Term A-2 Loan", "Term A-3 Loan" or a "Swing Line Loan") or by Type (e.g., a "Eurodollar Rate Loan" or a "Base Rate Loan") or by Class and Type (e.g., a "Eurodollar Revolving Loan", "Eurodollar Term A-1 Loan", "Eurodollar Term A-2 Loan", "Eurodollar Term A-3 Loan", "Base Rate Revolving Loan", "Base Rate Term A-1 Loan", "Base Rate Term A-2 Loan" or "Base Rate Term A-3 Loan").