Company Request. After the Closing Date the Company may by written notice to the Administrative Agent request # commitments (each, an “Incremental Term Increase”) to increase the aggregate principal amount of any existing Term Facility or to establish one or more new Term Facilities (each, an “Incremental Term Facility”) and/or # commitments (each, an “Incremental Revolving Increase”) to increase the Revolving Credit Commitments under any existing Revolving Credit Facility or to establish one or more new revolving facilities (each, an “Incremental Revolving Credit Facility” and, together with any Incremental Term Increase, Incremental Term Facility and Incremental Revolving Increase, the “Incremental Facilities”) not to exceed the Incremental Cap available at the time any such Incremental Facility is funded or established, as applicable, from one or more lenders willing to provide such Incremental Facility in their sole discretion; provided that each new lender under an Incremental Revolving Credit Facility or Incremental Revolving Increase shall be subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld, conditioned or delayed) to the extent the same would be required for an assignment under [Section 10.06]. Each such notice shall specify # the date (each, an “Incremental Effective Date”) on which the Company proposes that the Incremental Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period approved by the Administrative Agent) and # the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Facility may elect or decline, in its sole discretion, to provide such Incremental Facility. Each Incremental Facility shall be in an aggregate amount of or any whole multiple of in excess thereof (provided that such amount may be less than if such amount represents all remaining availability under the aggregate limit in respect of Incremental Facilities set forth in above).
SECTION # Incremental Facilities. (d) The Borrower may on one or more occasions after the Closing Date the Company maySecond Refinancing Facility Agreement Effective Date, by written notice to the Administrative AgentAgent, request # commitments (each, an “Incrementalduring the Revolving Availability Period, the establishment of Incremental Revolving Commitments and/or # the establishment of Incremental Term Increase”) to increaseCommitments, provided that the aggregate principal amount of any existing Termall the Incremental Commitments established hereunder shall not exceed # plus # such greater amount that will not result in the First Lien Secured Leverage Ratio, determined on a Pro Forma Basis giving effect to such Incremental Facility or to establish one or more new Term Facilities (each, an “Incremental Term Facility”) and/or # commitments (each, an “Incremental(assuming that all Revolving Increase”) to increase the Revolving Credit Commitments under any existing Revolving Credit Facility or to establish one or more new revolving facilities (each, an “Incremental Revolving Credit Facility” and, together withCommitments, including any Incremental Term Increase, Incremental Term FacilityRevolving Commitments, have been fully funded with Revolving Loans and Incremental Revolving Increase,excluding in the “Incremental Facilities”) not to exceedcalculation of Available Domestic Cash and Available Foreign Cash for purposes of the Incremental Cap available atFirst Lien Secured Leverage Ratio the timecash proceeds of the Borrowings under any such Incremental Facility is funded or established, as applicable, from one or more lenders willing to provide such Incremental Facility in their sole discretion; provided that each new lender under an Incremental Revolving Credit Facility or Incremental Revolving Increase shall be subjectTerm Facility, but not excluding the use of such proceeds) exceeding 3.75 to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld, conditioned or delayed) to the extent the same would be required for an assignment under [Section 10.06].1.00. Each such notice shall specify # the date (each, an “Incremental Effective Date”) on which the CompanyBorrower proposes that the Incremental FacilityRevolving Commitments or the Incremental Term Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent (or such shorter period approved by the Administrative Agent) and # the identityamount of each Eligible Assignee to whom the Borrower proposesIncremental Revolving Commitments or Incremental Term Commitments, as applicable, being requested (it being agreed that # any portion of such Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide allany Incremental Revolving Commitment or a portion of the Incremental FacilityTerm Commitment may elect or decline, in its sole discretion, to provide such Incremental Facility. EachRevolving Commitment or Incremental Facility shall be inTerm Commitment and # any Person that the Borrower proposes to become an aggregate amount of or any whole multiple of in excess thereof (provided that such amount may be less than Incremental Lender, if such amount represents all remaining availability underPerson is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the aggregate limitAdministrative Agent and, in respectthe case of any proposed Incremental Facilities set forth in above)Revolving Lender, each Issuing Bank and the Swingline Lender).
Increase of Aggregate Commitment. The Company Request. Afterat its option may, from time to time, seek to # request one or more term loans (each an Incremental Term Loan and, collectively, the ClosingIncremental Term Loans) and/or # increase the Aggregate Revolving Commitment (each such increase, an Incremental Revolving Commitment and, together with the Incremental Term Loans, the Incremental Facilities) by up to an aggregate amount of for all Incremental Facilities after the Second Amendment Effective Date the Company may byof upon at least three (3) Business Days prior written notice to the Administrative Agent request # commitments (each, an “Incremental Term Increase”) to increaseAgent, which notice shall specify the aggregate principal amount of any existing Term Facility or to establish one or more new Term Facilities (each, an “Incremental Term Facility”) and/or # commitments (each, an “Incremental Revolving Increase”) to increase the Revolving Credit Commitments under any existing Revolving Credit Facility or to establish one or more new revolving facilities (each, an “Incremental Revolving Credit Facility” and, together with any Incremental Term Increase, Incremental Term Facility and Incremental Revolving Increase, the “Incremental Facilities”) not to exceed the Incremental Cap available at the time any such Incremental Facility is funded or established, as applicable, from one or more lenders willing to provide such Incremental Facility in their sole discretion; provided that each new lender under an Incremental Revolving Credit Facility or Incremental Revolving Increase(which shall be subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld, conditioned or delayed) to the extent the same would be required for an assignment under [Section 10.06]. Each such notice shall specify # the date (each, an “Incremental Effective Date”) on which the Company proposes that the Incremental Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period approved by the Administrative Agent) and # the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Facility may elect or decline, in its sole discretion, to provide such Incremental Facility. Each Incremental Facility shall be in an aggregate amount of or any whole multiple of in excess thereof (provided that such amount may be less than if) and shall certify that no Default or Unmatured Default has occurred and is continuing. After delivery of such amount represents all remaining availability undernotice, the aggregate limitCompany, in respect ofconsultation with the Administrative Agent, may offer the Incremental Facilities set forthFacility (which may be declined by any Lender in above).its sole discretion) on either
Amount and Terms. Upon notice to the Administrative Agent request # commitments (each, an “Incremental Term Increase”)(which shall promptly notify the Lenders), the Borrower may from time to increase the aggregate principal amount of any existing Term Facility or to establishtime add one or more new Term Facilities (each,tranches of term loan facilities (each an “Incremental Term Facility”Loan”) and/or # commitments (each,request an “Incremental Revolving Increase”)increase in the Aggregate Commitments (which increase may take the form of an increase to increase the Revolving Credit Commitments under any existing Revolving Credit Facility or to establish one or more new revolving facilities (each,the Term Facility (each an “Incremental Revolving Credit Facility” and,Increase”; together with the Incremental Term Loans, and each, an “Incremental Facility”) by an amount (the “Incremental Amount”), together with amounts utilized to incur any Incremental Term Increase,Equivalent Debt, not exceeding the sum of # the greater of # $480,000,000 and # 100% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the four quarter period most recently then ended for which financial statements have been delivered pursuant to [Section 6.01(a) or (b)], as applicable, calculated after giving pro forma effect to the incurrence of such additional amount (which shall assume the full amounts of any Incremental Term FacilityIncrease established at such time are fully drawn) and Incremental Revolving Increase, the “Incremental Facilities”)application of any proceeds thereof on a Pro Forma Basis, plus # an unlimited amount so long as, in the case of this clause (B), the Consolidated Senior Secured Net Leverage Ratio of the Borrower and its Restricted Subsidiaries as of the last day of the applicable Reference Period, on a pro forma basis, does not to exceed the Consolidated Senior Secured Net Leverage Incurrence Ratio; provided, that # Incremental Cap availableFacilities may be incurred under both the preceding clauses (A) and (B) in a single transaction by first calculating the portion of the Indebtedness being incurred under clause (B) (without giving effect to the Indebtedness being incurred under clause (A)) and second calculating the portion of the Indebtedness being incurred under clause (A), (2) the Borrower shall be deemed to have used capacity under [clause (B) before] capacity under clause (A) (to the extent compliant therewith) and # in the event that any Incremental Facility (or a portion thereof) incurred under clause (A) subsequently meets the criteria of Indebtedness under clause (B), the Borrower, in its sole discretion, at the timesuch time, may reclassify any such Incremental Facility is funded or established, as applicable, from one or more lenders willing to provideIndebtedness incurred under clause (B); provided, further, that # any such Incremental Facility in their sole discretion; provided that each new lender under an Incremental Revolving Credit Facility or Incremental Revolving Increase shall be subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld, conditioned or delayed) to the extent the same would be requiredrequest for an assignment under [Section 10.06]. Each such notice shall specify # the date (each, an “Incremental Effective Date”) on which the Company proposes that the Incremental Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period approved by the Administrative Agent) and # the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Facility may elect or decline, in its sole discretion, to provide such Incremental Facility. Each Incremental Facility shall be in an aggregatea minimum amount of $25,000,000, # no Incremental Term Loan shall mature earlier than the Latest Maturity Date or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility, # each Incremental Term Loan shall rank pari passu in right of payment, security and voting with the Term Loans, # no Incremental Facility shall be guaranteed by entities other than Subsidiary Guarantors and no Incremental Facility that is secured shall be secured by any whole multipleassets other than Collateral, # the interest rate, rate floors, premiums, fees, original issue discount, optional prepayment and redemptions terms and, subject to [clause (ii) above], the amortization schedule, in each case applicable to any Incremental Term Loans shall be determined by the Borrower and the lenders providing such Incremental Term Facility, # other than as expressly provided in this [Section 2.16], any Incremental Term Loan shall be on # terms and conditions substantially identical to, or (taken as a whole) not materially more favorable (as determined by the Borrower in good faith) to the lenders providing such Incremental Term Loan than those applicable to the Term Facility or # such other terms that are reasonably satisfactory to the Administrative Agent (except for covenants or other provisions applicable only to periods after the Latest Maturity Date) (it being understood that the terms or conditions set forth therein that are more restrictive than the terms and conditions set forth in this Agreement shall be deemed to be reasonably satisfactory to the Administrative Agent if the Lenders of the Term Loans as of the Closing Date receive the benefit of such terms or conditions, which, notwithstanding anything to the contrary in excess thereofSection 10.01, may be implemented pursuant to an amendment executed by the Administrative Agent and the Borrower), # such Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not a greater than pro rata basis) with the Term Loans in any mandatory prepayment hereunder (provided that any Incremental Term Loans that is a term loan B term facility may provide for an excess cash flow mandatory prepayment on then-current market terms that is not shared with the Term Loans) and # any Incremental Increase of the Revolving Credit Facility or the Term Facility shall be on terms identical to and pursuant to the documentation applicable to the Revolving Credit Facility or the Term Facility, as applicable (other than with respect to closing date conditions, fees or original issue discount for such amountIncremental Increase and other terms meant to implement such Incremental Increase that are approved by the Administrative Agent). Incremental Facilities may be (but shall not be required to be) provided by any existing Lender, in each case on terms permitted in this [Section 2.16] and otherwise on terms reasonably acceptable to the Borrower and the Administrative Agent; provided that the Borrower shall not be required to offer or accept commitments from existing Lenders for any Incremental Facility. At the time of sending the notice referred to in the foregoing sentence, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which any Appropriate Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Appropriate Lenders), # Lender Elections to Increase. Each Appropriate Lender who receives a request from the Borrower for an Incremental Increase shall notify the Administrative Agent within the requested time period whether or not it agrees to increase its applicable Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage with respect to the applicable Facility of such amount represents all remaining availability underrequested increase. Any Appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. No Lender shall have any obligation to increase its Commitment and no consent of any Lender, other than the aggregate limitLenders agreeing to provide any portion of an Incremental Increase, shall be required to effectuate an Incremental Increase. Any Lender’s decision to increase its Commitment pursuant hereto may be made by Lender in respect of Incremental Facilities set forth in above).its sole and absolute discretion.
SECTION # commitments (each, an “Incremental Term Increase”) to increase the aggregate principal amount ofIncremental Facilities. (a) The Borrower and any existing Term Facility or to establish one or more new (including New ) may from time to time agree that such shall make, obtain or increase the amount of their Incremental Term Facilities (each, anLoans (an “Incremental Term Loan Facility”) and/or # commitments (each, an “Incremental Revolving Increase”) to increase the Revolving Credit Commitments under any existing(“Increased Revolving Credit Facility or to establish one or more new revolving facilities (each, an “Incremental Revolving Credit Facility” and,Commitments”; together with any Incremental Term Increase, Incremental Term Facility and Incremental Revolving Increase,Loan Facility, the “Incremental Facilities”), as applicable, by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying # the amount of such increase, # the applicable Increased Facility Closing Date, # in the case of Incremental Term Loans, # the applicable Incremental Term Maturity Date, # the amortization schedule for such Incremental Term Loans, and # the Applicable Margin for such Incremental Term Loans; provided that # subject to the Borrower’s right to make an LCT Election with respect to any Limited Condition Transaction, in which case, [Section 1.3(b)] shall apply, no Default or Event of Default exists or would exist after giving effect to such Incremental Facility and the incurrence of any Loans thereunder on the applicable Increased Facility Closing Date, (ii)(x) the maturity date of any such Incremental Term Loan Facility shall be no earlier than (but may be the same as) the Latest Term Maturity Date of any Loans or Commitments outstanding as of the time of the issuance thereof, and # the Weighted Average Life to Maturity of any such Incremental Term Loan Facility shall be no shorter than the Weighted Average Life to Maturity (determined without giving effect to voluntary prepayments that reduce amortization of term loans outstanding as of the time of the issuance thereof) of the Existing Tranche A Term Loans, # the interest rates and amortization schedule applicable to any Incremental Term Loan Facility shall be determined by the Borrower and thereunder, # subject to the Borrower’s right to make an LCT Election with respect to any Limited Condition Transaction, in which case, [Section 1.3(b)] shall apply, the Borrower shall be in Pro Forma Compliance with the Financial Covenants (such calculation to be made # assuming in the case of any Incremental Revolving Credit Commitments, that the full amount thereof is to be drawn and # any proceeds of any Incremental Facility shall be disregarded in any netting calculations in determination of such Financial Covenants) and # any Increased Revolving Credit Commitments shall be on terms and pursuant to documentation applicable to the Revolving Credit Facility (including the maturity date in respect thereof) and any Incremental Term Loan Facility shall be on terms and pursuant to documentation agreed to between the Borrower and the Person providing such Incremental Term Loan Facility. Notwithstanding the foregoing, # without the consent of the Required , the aggregate amount of Incremental Term Loans and Increased Revolving Credit Commitments obtained after the Closing Date pursuant to this paragraph shall not to exceed the Incremental Cap available atFacilities Amount and # without the time any such Incremental Facility is funded or established, as applicable, from one or more lenders willing to provide such Incremental Facility in their sole discretion; provided that each new lender under an Incremental Revolving Credit Facility or Incremental Revolving Increase shall be subject to the approvalconsent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld, conditioned or delayed)each increase effected pursuant to the extent the same would be required for an assignment under [Section 10.06]. Each such notice shall specify # the date (each, an “Incremental Effective Date”) on which the Company proposes that the Incremental Facilitythis paragraph shall be effective, which shall bein a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agentminimum amount of at least (or such shorter period approved by the Administrative Agent) and # the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portionlesser amount of the Incremental Facility may elect or decline,Facilities Amount then unused). No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion, to provide such Incremental Facility. Each Incremental Facility shall be in an aggregate amount of or any whole multiple of in excess thereof (provided that such amount may be less than if such amount represents all remaining availability under the aggregate limit in respect of Incremental Facilities set forth in above).discretion.
Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), may from time to time, request # an increase in the Revolving Credit Facility (each, an “Incremental Revolving Commitment”) by an amount (for all such requests) up to and/or # the one-time establishment of one or more new term loan commitments (each, an “Incremental Term Increase”Commitment”) by an amount (for all such requests) up to ; provided that any such request for an increase the aggregate principalshall be in a minimum amount of any existing Term Facility or to establish one or more new Term Facilities (each, an “Incremental Term Facility”) and/or # commitments (each, an “Incremental Revolving Increase”) to increase the Revolving Credit Commitments under any existing Revolving Credit Facility or to establish one or more new revolving facilities (each, an “Incremental Revolving Credit Facility” and, together with any Incremental Term Increase, Incremental Term Facilitya whole multiple of in excess thereof; and Incremental Revolving Increase, the “Incremental Facilities”) not to exceed the Incremental Cap available at the time anyprovided, further, that may make a maximum of six (6) such Incremental Facility is funded or established, as applicable, from one or more lenders willing to provide such Incremental Facility in their sole discretion; provided that each new lender under an Incremental Revolving Credit Facility or Incremental Revolving Increase shall be subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld, conditioned or delayed) to the extent the same would be required for an assignment under [Section 10.06].requests. Each such notice shall specify # the date (each, an “Incremental“Increase Effective Date”) on which the Company proposes that the Incremental FacilityCommitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period approved by the Administrative Agent) and # the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental FacilityCommitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental FacilityCommitments may elect or decline, in its sole discretion, to provide such Incremental Facility. Each Incremental Facility shall be in an aggregate amount of or any whole multiple of in excess thereof (provided that such amount may be less than if such amount represents all remaining availability under the aggregate limit in respect of Incremental Facilities set forth in above).Commitment.
Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), Borrower may from time to time request # the establishment of one or more new term loan commitments (each, an “Incremental Term Increase”Loan Commitment”) pursuant to an Incremental Term Loan Facility and # an increase the aggregate principal amount of any existing Term Facility or to establish one or more new Term Facilities (each, an “Incremental Term Facility”) and/or # commitments (each, an “Incremental Revolving Increase”) to increasein the Revolving Credit Commitments under any existing Revolving Credit Facility or to establish one or more new revolving facilities (each,(each such increase, an “Incremental Revolving Credit Facility”“Revolving Commitment Increase” and, together with anyeach Incremental Term Increase,Loan Commitment, each, an “Incremental Commitment”), in each case, for an aggregate amount not to exceed, for all such requests under [clauses (i) or (ii)])], and for all such requests under [clause (ii)], ; provided that any such request for an Incremental Term Facility and Incremental Revolving Increase, the “Incremental Facilities”) not to exceed the Incremental Cap available at the time any such Incremental Facility is funded or established, as applicable, from one or more lenders willing to provide such Incremental Facility in their sole discretion; provided that each new lender under an Incremental Revolving CreditLoan Facility or Incremental Revolving Commitment Increase shall be subject to the approvalin a minimum amount of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld, conditioned or delayed) to the extent the same would be required for an assignment under [Section 10.06]. Each such notice shall specifylesser of # the date (each, an “Incremental Effective Date”) on which the Company proposes that the Incremental Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter periodlesser amount as may be approved by the Administrative Agent) and # the identity of each Eligible Assignee to whomentire remaining amount available under this [Section 2.9(a)]. from and after the Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Facility may elect or decline, in its sole discretion, to provide such Incremental Facility. Each Incremental Facility shall be in an aggregate amount ofFirst Amendment Effective Date, or any whole multiple of in excess thereof (provided that such amount may be less than if such amount represents all remaining availability under the aggregate limit in respect of Incremental Facilities set forth in above).
Incremental Facility Request. After the Closing Date the Company mayThe Borrowers may, by written notice to the Administrative Agent on up to four occasions on or after the Effective Date (but not at any time after an election to extend the Scheduled Revolving Loan Maturity Date pursuant to [Section 3.5(b)]), elect to request # commitments (each, an “Incremental Term Increase”increase to the existing Revolving Loan Commitments (any such increase, the “New Revolving Loan Commitments”) to increaseand/or # the aggregate principal amountestablishment of any existing Term Facility or to establish one or more new term loan commitments (the “New Term Facilities (each,Loan Commitments”, and together with the New Revolving Loan Commitments, the “Incremental Commitments”), by an “Incrementalaggregate amount of that would result in the sum of all Revolving Loan Commitments (both existing Revolving Loan Commitments and New Revolving Loan Commitments) plus all New Term Facility”) and/or # commitments (each, an “Incremental Revolving Increase”)Loan Commitments, if any, not exceeding in the aggregate (each such amount in addition to increase the Revolving CreditLoan Commitments under any existing Revolving Credit Facility or to establish one or more new revolving facilities (each, an “Incremental Revolving Credit Facility” and, together with any Incremental Term Increase, Incremental Term Facilityas of the Effective Date, a “Facility Increase” and Incremental Revolving Increase, the “Incremental Facilities”maximum aggregate increase, the “Maximum Increase Amount”) and not to exceed the Incremental Cap available at the time anyless than per request (or such Incremental Facility is funded or established, as applicable, from one or more lenders willing to provide such Incremental Facility in their sole discretion; provided that each new lender under an Incremental Revolving Credit Facility or Incremental Revolving Increaselesser amount which shall be subject toapproved by Administrative Agent or such lesser amount that shall constitute the approval ofdifference between the Administrative Agent, the L/C IssuerMaximum Increase Amount and the Swing Line Lender (which approvals shall not be unreasonably withheld, conditioned or delayed)sum of all such New Revolving Loan Commitments plus New Term Loan Commitments obtained prior to the extent the same would be required for an assignment under [Section 10.06].such date), and integral multiples of in excess of that amount. Each such notice shall specify # the date (each, an “Incremental Effective“Increased Amount Date”) on which the Company proposesBorrowers propose that the Incremental FacilityNew Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days, nor more than 30 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period approved by the Administrative Agent) and # the identity of each or other Person that is an Eligible Assignee (each or other Eligible Assignee who agrees to provide all or a portion of the New Revolving Loan Commitments being referred to herein as a “New Revolving Loan ” and each or other Eligible Assignee who agrees to provide all or portion of the New Term Loan Commitments being referred to herein as a “New Term Loan ”, as applicable) to whom the Borrower proposesBorrowers propose any portion of such Incremental FacilityNew Revolving Loan Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that any existing Lender or other Eligible Assignee approached to provide all or a portion of the Incremental FacilityNew Revolving Loan Commitments or New Term Loan Commitments, as applicable, may elect or decline, in its sole discretion, to provide such Incremental Facility. Each Incremental Facility shall be in an aggregate amount of or any whole multiple of in excess thereof (provided that such amount may be less than if such amount represents all remaining availability under the aggregate limit in respect of Incremental Facilities set forth in above).a New Revolving Loan
Request for Increase. Provided there exists no Default, upon written notice to the Administrative AgentAgent, the Borrower, may from time to time, request # commitments (each, an “Incremental Term Increase”) to increase in the aggregate principal amount of any existing Termthe Facilities to an amount not exceeding in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) and/or to establishthe addition of one or more new Term Facilitiespari passu tranches of term loans (each, an “Incremental Term Loan Facility”), and/or # commitments (each,an increase in any then existing Incremental Term Loan Facility (each such increase, an “Incremental RevolvingTerm Loan Increase”) to increase the Revolving Credit Commitments under any existing Revolving Credit Facility or to establish one or more new revolving facilities (each, an “Incremental Revolving Credit Facility” and, together with any; each Incremental TermRevolving Increase, Incremental Term Loan Facility and Incremental Revolving Increase, theTerm Loan Increase are collectively referred to as “Incremental Facilities”) not to exceed the Incremental Cap available at the time; provided that # any such Incremental Facility is funded or established, as applicable, from one or more lenders willing to provide such Incremental Facility in their sole discretion; provided that each new lender under an Incremental Revolving Credit Facility or Incremental Revolving Increase shall be subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld, conditioned or delayed) to the extent the same would be requiredrequest for an assignment under [Section 10.06]. Each such notice shall specify # the date (each, an “Incremental Effective Date”) on which the Company proposes that the Incremental Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period approved by the Administrative Agent) and # the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Facility may elect or decline, in its sole discretion, to provide such Incremental Facility. Each Incremental Facilityincrease shall be in an aggregatea minimum amount of , or any whole multiplesuch lesser amount agreed to by the Borrower and the Administrative Agent and # except in the case of in excess thereof (provideda newly established Incremental Term Loan Facility, all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased and all incremental commitments and loans provided as part of a newly established Incremental Term Loan Facility shall be on terms agreed to by the Borrower and the providing such Incremental Term Loan Facility; provided, that if the terms of such amount may be lessIncremental Term Loan Facility (other than if such amount represents all remaining availability underfinal maturity) are not the aggregate limit in respectsame as the terms of a then existing Incremental Facilities set forth in above).Term Loan Facility, the IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" US 172801506" "" US 172791558
The Borrower may, by written notice to the Administrative AgentAgent, request that # commitments (each, an “Incrementalduring the period from the Closing Date until the Revolving Facility Termination Date, the Total Revolving Commitment be increased (“Incremental Revolving Commitments”) and # during the period from the Closing Date until the Term Increase”) toLoan Maturity Date, increase the aggregate principal amount of any existing Term Facility or to establish one or more new Term Facilities (each, an “Incremental Term Facility”) and/or # commitments (each, an “Incremental Revolving Increase”) to increase the Revolving Credit Commitments under any existing Revolving Credit Facility or to establish one or more new revolving facilities (each, an “Incremental Revolving Credit Facility” and, together with any Loans hereunder (“Incremental Term Increase, Incremental Term Facility and Incremental Revolving Increase, the “Incremental Facilities”Loans”), by an amount not to exceed in the Incremental Cap availableaggregate for all such increases, provided that no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such Incremental Facility is funded or established, as applicable, from one or more lenders willing to provide such Incremental Facility in their sole discretion; provided that each new lender under an Incremental Revolving Credit Facility or Incremental Revolving Increase shall be subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld, conditioned or delayed) to the extent the same would be required for an assignment under [Section 10.06]. Each such notice shall specify # the date (each, an “Incremental Effective Date”) on which the Company proposes that the Incremental Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to theincrease. The Administrative Agent (or such shorter period approved by the Administrative Agent) and # the identity of each Eligible Assignee to whom the Borrower proposes any portionshall deliver a copy of such Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approachedrequest to provide all or a portion of the Incremental Facility may elect or decline, in its sole discretion, to provide such Incremental Facility. Each Incremental Facilityeach Lender. The Borrower shall be in an aggregate amount of or any whole multiple of in excess thereof (provided that such amount may be less than if such amount represents all remaining availability under the aggregate limit in respect of Incremental Facilities set forth in above).each such request the amount of the requested Incremental Revolving
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.