At any time, but not more than one (1) time in the case of raising commitments for incremental term loans and not more than five (5) times during the term of this Agreement in the case of an increase to the Aggregate Revolving Loan Commitment (unless, in either case, the Administrative Agent agrees to an additional number in its sole discretion), and subject to the terms and conditions of this [Section 2.23], the Company may request # to raise commitments for incremental term loans in order to accommodate an incremental single-draw tranche of Term Loans (the “Incremental Term Loans”, and the term loan commitments relating thereto, the “Incremental Term Loan Commitments”) and/or # an increase in the Aggregate Revolving Loan Commitment in order to accommodate additional Revolving Loans (the “Incremental Revolving Loans”, and the Revolving Loan Commitments relating thereto, the “Incremental Revolving Loan Commitments”) (any such increase being referred to herein as a “Commitment Increase”) without the consent of any Lender not providing such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments, as the case may be; provided that, the aggregate amount of all Incremental Term Loan Commitments and Incremental Revolving Loan Commitments effected during the term of this Agreement shall not exceed $100,000,000.
At any time, but not more than one (1) time in the case of raising commitments for incremental term loans and not more than five (5) times during the term of this Agreement in the case of an increase to the Aggregate Revolving Loan Commitment (unless, in either case, the Administrative Agent agrees to an additional number in its sole discretion), and subject to the terms and conditions of this [SectionSection 2.23], the Company23, may request # to raise commitments for incremental term loans in order to accommodate an incremental single-draw tranche of Term Loans (the “IncrementalIncremental Term Loans”Loans, and the term loan commitments relating thereto, the “IncrementalIncremental Term Loan Commitments”Commitments) and/or # an increase in the Aggregate Revolving Loan Commitment in order to accommodate additional Revolving Loans (the “IncrementalIncremental Revolving Loans”Loans, and the Revolving Loan Commitments relating thereto, the “IncrementalIncremental Revolving Loan Commitments”Commitments) (any such increase being referred to herein as a “Commitment Increase”Commitment Increase) without the consent of any Lender not providing such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments, as the case may be; provided that, the aggregate amount of all Incremental Term Loan Commitments and Incremental Revolving Loan Commitments effected during the term of this Agreement shall not exceed $100,$275,000,000.
At anyIncrease of Aggregate Commitment. The Company at its option may, from time to time, but notseek to # request one or more than one (1) time in the case of raising commitments for incremental term loans and not more than five (5) times during(each an Incremental Term Loan and, collectively, the term of this Agreement in the case of anIncremental Term Loans) and/or # increase to the Aggregate Revolving Loan Commitment (unless, in either case,(each such increase, an Incremental Revolving Commitment and, together with the Incremental Term Loans, the Incremental Facilities) by up to an aggregate amount of $500,000,000for all Incremental Facilities after the Second Amendment Effective Date of $300,000,000 upon at least three (3) Business Days prior written notice to the Administrative Agent agrees to an additional numberAgent, which notice shall specify the amount of any such Incremental Facility (which shall not be less than $25,000,000) and shall certify that no Default or Unmatured Default has occurred and is continuing. After delivery of such notice, the Company, in consultation with the Administrative Agent, may offer the Incremental Facility (which may be declined by any Lender in its sole discretion), and subject to the terms and conditions of this [Section 2.23], the Company may request # to raise commitments for incremental term loans in order to accommodate an incremental single-draw tranche of Term Loans (the “Incremental Term Loans”, and the term loan commitments relating thereto, the “Incremental Term Loan Commitments”) and/or # an increase in the Aggregate Revolving Loan Commitment in order to accommodate additional Revolving Loans (the “Incremental Revolving Loans”, and the Revolving Loan Commitments relating thereto, the “Incremental Revolving Loan Commitments”) (any such increase being referred to herein as a “Commitment Increase”) without the consent of any Lender not providing such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments, as the case may be; provided that, the aggregate amount of all Incremental Term Loan Commitments and Incremental Revolving Loan Commitments effected during the term of this Agreement shall not exceed $100,000,000. on either
At any time, but not more than one (1) time in the case of raising commitments for incremental term loans and notThe Borrower may, on no more than five (5) times duringoccasions, by written notice to the term of this AgreementAdministrative Agent, request # one or more increases in the caseamount of the Revolving Commitments of any Class (each such increase, an increase to the Aggregate“Incremental Revolving Loan Commitment (unless, in either case, the Administrative Agent agrees to an additional number in its sole discretion), and subject to the terms and conditions of this [Section 2.23], the Company may request # to raise commitments for incremental term loans in order to accommodate an incremental single-draw tranche of Term Loans (the “Incremental Term Loans”, and the term loan commitments relating thereto, the “Incremental Term Loan Commitments”Increase”) and/or # an increasethe establishment of Incremental Term Commitments (which may be in the Aggregate Revolving Loan Commitment in orderform of increases to accommodate additional Revolvingany existing Term Loans (the “Incremental Revolving Loans”, and the Revolving Loan Commitments relating thereto, the “Incremental Revolving Loan Commitments”) (any such increase being referred to herein as a “Commitment Increase”) without the consent of any Lender not providing such Incrementalor new Term Loan Commitments or Incremental Revolving Loan Commitments, as thetranches), in each case may be;in a minimum amount of $5,000,000, provided that,that the aggregate amount of all the Incremental Revolving Commitment Increases and Incremental Term Loan Commitments and Incremental Revolving Loan Commitments effected during the term of this Agreementto be established hereunder on any date shall not exceed $100,000,000.the sum of # the Incremental Base Amount as of such date plus # assuming that the full amount of such Incremental Revolving Commitment Increases and/or such Incremental Term Commitments have been funded as Loans on such date, an additional aggregate amount, such that, after giving pro forma effect to the establishment of any Incremental Revolving Commitment Increases and/or Incremental Term Commitments and the use of proceeds thereof, the Borrower shall be in pro forma compliance, recomputed as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to [Section 5.01(a) or 5.01(b)])] (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the Latest Financial Statements), with a Total Leverage Ratio that is no greater than 3.50:1.00; provided further that the Borrower may elect to use [clause (B) above] (in whole or in part) prior to using all or a portion of clause (A), or combine the use of clauses (A) and (B), and, if clauses (A) and (B) are available at the time of such incurrence and the Borrower does not make an election, the Borrower will be deemed to have elected to use clause (B) first. Each such notice shall specify # the date on which the Borrower proposes that the Incremental Revolving Commitment Increases or the Incremental Term Commitments, as applicable, shall be effective, and # the amount of the Incremental Revolving Commitment Increase or Incremental Term Commitments, as applicable, being requested (it being agreed that # any Lender approached to provide any Incremental Revolving Commitment Increase or Incremental Term Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment Increase or Incremental Term Commitments, # the Borrower shall not be required to approach existing [[Organization A:Organization]] first to provide any Incremental Revolving Commitment Increase or Incremental Term Commitment or offer any existing [[Organization A:Organization]] a right of first refusal to provide any Incremental Revolving Commitment Increase or Incremental Term Commitment and # any Person that the Borrower proposes to become a Lender under any Incremental Term Commitment or Incremental Revolving Commitment Increase, if such Person is not then a Lender, must be an Eligible Assignee and, if any consent of the Administrative Agent would be required for an assignment of Loans or Commitment to such Lender, must be reasonably acceptable to the Administrative Agent and, in the case of any proposed Incremental Revolving Commitment Increase, if any consent of each Issuing Bank would be required for an assignment of Revolving Loans or a Revolving Commitment to such Lender, each Issuing Bank).
AtSECTION # Expansion Option. may from time to time elect to increase the Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan ”), in each case in minimum increments of $ 50,000,000 and multiples of $1,000,000, so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $500,000,000. may arrange for any time, but notsuch increase or tranche to be provided by one or more than (each Lender so agreeing to an increase in its Commitment, or to participate in such Incremental Term Loans, an “ Increasing Lender”), or by one (1) timeor more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), to increase their existing Commitments, or to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that # each Augmenting Lender, shall be subject to the approval of raising commitments for incremental term loans and not more than five (5) times during, the term of this AgreementAdministrative Agent and, in the case of an increase to the Aggregate RevolvingCommitments, each Issuing Bank and the Swingline Lender and (ii) (x) in the case of an Increasing Lender, and such Increasing Lender execute an agreement substantially in the form of [Exhibit C] hereto, and # in the case of an Augmenting Lender, and such Augmenting Lender execute an agreement substantially in the form of [Exhibit D] hereto. No consent of any Lender (other than participating in the increase or any Incremental Term Loan) shall be required for any increase in Commitments or Incremental Term Loan Commitment (unless, in either case,pursuant to this [Section 2.20]. Increases and new Commitments and Incremental Term Loans created pursuant to this [Section 2.20] shall become effective on the date agreed by , the Administrative Agent agreesand the relevant Increasing or Augmenting and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, # on the proposed date of the effectiveness of such increase or Incremental Term Loans, # the conditions set forth in paragraphs [(a) and (b) of Section 4.02] shall be satisfied or waived by the Required and the Administrative Agent shall have received a certificate to an additional numberthat effect dated such date and executed by a Financial Officer of and # shall be in compliance (on a Pro Forma Basis reasonably acceptable to the Administrative Agent) with the covenants contained in [Section 5.07] and # shall have reaffirmed its sole discretion)guaranty of the Guaranteed Obligations of [[Foreign Subsidiary Borrower:Organization]] (such reaffirmation to be in writing and in form and substance reasonably satisfactory to the Administrative Agent) and # the Administrative Agent shall have received documents (including opinions) consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Commitments or any Incremental Term Loans being made, # each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other , as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other , each Lender’s portion of the outstanding Revolving Loans of all to equal its Applicable Percentage of such outstanding Revolving Loans, and # except in the case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or on behalf of the applicable Borrower, in accordance with the requirements of [Section 2.03]). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each EurocurrencyTerm Benchmark Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of [Section 2.16] if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans # shall rank pari passu in right of payment with the Revolving Loans, # shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and # shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that # the terms and conditions of this [Section 2.23], the Company may request #applicable to raise commitments for incremental term loans in order to accommodate an incremental single-drawany tranche of Incremental Term Loans (the “Incrementalmaturing after the Maturity Date may provide for material additional or different # financial or other covenants applicable only during periods after the Maturity Date or # prepayment requirements and # the Incremental Term Loans”,Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or amendment and the term loan commitments relating thereto, therestatement (an “Incremental Term Loan Commitments”Amendment”) and/or # an increaseof this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in the Aggregate Revolving Loan Commitmentsuch tranche, each Augmenting Lender participating in order to accommodate additional Revolving Loans (the “Incremental Revolving Loans”,such tranche, if any, and the RevolvingAdministrative Agent. The Incremental Term Loan Commitments relating thereto, the “Incremental Revolving Loan Commitments”) (any such increase being referred to herein as a “Commitment Increase”)Amendment may, without the consent of any other , effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this [Section 2.20]. Nothing contained in this [Section 2.20] shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender not providing suchto increase its Commitment hereunder, or provide Incremental Term LoanLoans, at any time. In connection with any increase of the Commitments or Incremental Revolving Loan Commitments,Term Loans pursuant to this [Section 2.20], any Augmenting Lender becoming a party hereto shall # execute such documents and agreements as the Administrative Agent may reasonably request and # in the case may be; provided that,of any Augmenting Lender that is organized under the aggregate amountlaws of all Incremental Term Loan Commitmentsa jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Incremental Revolving Loan Commitments effected duringanti-money laundering rules and regulations, including without limitation, the term of this Agreement shall not exceed $100,000,000.Patriot Act.
At any time, but not more than one (1) time in the case of raising commitmentsRequest for incremental term loans and not more than five (5) times during the term of this Agreement in the case of an increaseIncrease. Provided there exists no Default, upon notice to the Aggregate Revolving Loan Commitment (unless, in either case, the Administrative Agent agrees(which shall promptly notify the Lenders), Borrower may from time to an additional number in its sole discretion), and subject to the terms and conditions of this [Section 2.23], the Company maytime request # to raise commitments for incremental term loans in order to accommodate an incremental single-draw tranchethe establishment of Term Loans (the “Incremental Term Loans”, and theone or more new term loan commitments relating thereto, the(each, an “Incremental Term Loan Commitments”Commitment”) and/orpursuant to an Incremental Term Loan Facility and # an increase in the Aggregate Revolving LoanCredit Commitments (each such increase, an “Revolving Commitment in order to accommodate additional Revolving Loans (the “Incremental Revolving Loans”, and the Revolving Loan Commitments relating thereto, the “Incremental Revolving Loan Commitments”) (any such increase being referred to herein as a “Commitment Increase”) without the consent of any Lender not providing such and, together with each Incremental Term Loan Commitments or Incremental Revolving Loan Commitments, as the case may be; provided that, theCommitment, each, an “Incremental Commitment”), in each case, for an aggregate amount ofnot to exceed, for all such requests under clauses (i) or (ii), $40,000,000 and for all such requests under clause (ii), $15,000,000; provided that any such request for an Incremental Term Loan CommitmentsFacility or Revolving Commitment Increase shall be in a minimum amount of the lesser of # $5,000,000 (or such lesser amount as may be approved by the Administrative Agent) and Incremental Revolving Loan Commitments effected during# the term ofentire remaining amount available under this Agreement shall not exceed $100,000,000.[Section 2.9(a)]. from and after the First Amendment Effective Date, $0.
At any time, but not more than one (1)Incremental Revolving Commitments. (a) The Company may from time in the case of raising commitments for incremental term loans and not more than five (5) times during the term of this Agreement in the case of an increase to the Aggregate Revolving Loan Commitment (unless, in either case,time notify the Administrative Agent agreesthat certain of the Lenders designated by the Company and/or that additional lenders shall be added to an additional number in its sole discretion),this Agreement as Incremental Lenders with Commitments for the purpose of increasing the existing Commitments (a “Revolving Commitment Increase”) by executing and subjectdelivering to the terms and conditions of this [Section 2.23], the Company may request # to raise commitments for incremental term loans in order to accommodateAdministrative Agent an incremental single-draw tranche of Term Loans (the “Incremental Term Loans”, and the term loan commitments relating thereto, the “Incremental Term Loan Commitments”) and/or # an increase in the Aggregate Revolving Loan Commitment in order to accommodate additional Revolving Loans (the “Incremental Revolving Loans”, and the Revolving Loan Commitments relating thereto, the “Incremental Revolving Loan Commitments”) (any such increase being referred to herein as a “Commitment Increase”) without the consent of any Lender not providing such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments, asActivation Notice signed by such Lenders or such additional lenders and specifying # the case may be;respective Incremental Revolving Commitments of such Incremental Lenders and # the applicable Revolving Commitment Increase Date, and otherwise duly completed; provided that, after giving effect to such Revolving Commitment Increase (including the incurrence of any Incremental Revolving Loans on the applicable Revolving Commitment Increase Date and use of proceeds thereof), # no Default or Event of Default shall be continuing and # the aggregate amount of all Incremental Term Loan Commitments and Incremental Revolving Loan Commitments effected during the term of this Agreement shall not exceed $100,$2,000,000,000.
AtSECTION # Expansion Option. may from time to time elect to increase the Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $50,000,000 and multiples of $1,000,000, so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $500,000,000. may arrange for any time, but notsuch increase or tranche to be provided by one or more than[[Organization B:Organization]] (each Lender so agreeing to an increase in its Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one (1) timeor more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), to increase their existing Commitments, or to participate in such Incremental Term Loans, or extend Commitments, as the case may be; provided that # each Augmenting Lender, shall be subject to the approval of raising commitments for incremental term loans and not more than five (5) times during the term of this Agreement, [[Administrative Agent:Organization]] and, in the case of an increase to the AggregateCommitments, each Issuing Bank and the Swingline Lender and (ii) (x) in the case of an Increasing Lender, and such Increasing Lender execute an agreement substantially in the form of Exhibit C hereto, and # in the case of an Augmenting Lender, and such Augmenting Lender execute an agreement substantially in the form of Exhibit D hereto. No consent of any Lender (other than [[Organization B:Organization]] participating in the increase or any Incremental Term Loan) shall be required for any increase in Commitments or Incremental Term Loan pursuant to this Section 2.20. Increases and new Commitments and Incremental Term Loans created pursuant to this Section 2.20 shall become effective on the date agreed by , [[Administrative Agent:Organization]] and the relevant Increasing [[Organization B:Organization]] or Augmenting [[Organization B:Organization]] and [[Administrative Agent:Organization]] shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, # on the proposed date of the effectiveness of such increase or Incremental Term Loans, # the conditions set forth in paragraphs [(a) and (b) of Section 4.02] shall be satisfied or waived by the Required [[Organization B:Organization]] and [[Administrative Agent:Organization]] shall have received a certificate to that effect dated such date and executed by a Financial Officer of and # shall be in compliance (on a Pro Forma Basis reasonably acceptable to [[Administrative Agent:Organization]]) with the covenants contained in Section 5.07 and # shall have reaffirmed its guaranty of the Guaranteed Obligations of the [[Foreign Subsidiary Borrower:Organization]] (such reaffirmation to be in writing and in form and substance reasonably satisfactory to [[Administrative Agent:Organization]]) and # [[Administrative Agent:Organization]] shall have received documents (including opinions) consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Commitments or any Incremental Term Loans being made, # each relevant Increasing Lender and Augmenting Lender shall make available to [[Administrative Agent:Organization]] such amounts in immediately available funds as [[Administrative Agent:Organization]] shall determine, for the benefit of the other [[Organization B:Organization]], as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other [[Organization B:Organization]], each Lender’s portion of the outstanding Revolving Loan Commitment (unless,Loans of all [[Organization B:Organization]] to equal its Applicable Percentage of such outstanding Revolving Loans, and # except in either case, the Administrative Agent agreescase of any Incremental Term Loans, the Borrowers shall be deemed to an additional numberhave repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in its sole discretion), andthe Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or on behalf of the applicable Borrower, in accordance with the requirements of [Section 2.03]). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans # shall rank pari passu in right of payment with the Revolving Loans, # shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and # shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that # the terms and conditions of this [Section 2.23], the Company may request #applicable to raise commitments for incremental term loans in order to accommodate an incremental single-drawany tranche of Incremental Term Loans (the “Incrementalmaturing after the Maturity Date may provide for material additional or different # financial or other covenants applicable only during periods after the Maturity Date or # prepayment requirements and # the Incremental Term Loans”,Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or amendment and the term loan commitments relating thereto, therestatement (an “Incremental Term Loan Commitments”Amendment”) and/or # an increaseof this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in the Aggregate Revolvingsuch tranche, each Augmenting Lender participating in such tranche, if any, and [[Administrative Agent:Organization]]. The Incremental Term Loan Commitment in order to accommodate additional Revolving Loans (the “Incremental Revolving Loans”, and the Revolving Loan Commitments relating thereto, the “Incremental Revolving Loan Commitments”) (any such increase being referred to herein as a “Commitment Increase”)Amendment may, without the consent of any other [[Organization B:Organization]], effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of [[Administrative Agent:Organization]], to effect the provisions of this Section 2.20. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender not providing suchto increase its Commitment hereunder, or provide Incremental Term LoanLoans, at any time. In connection with any increase of the Commitments or Incremental Revolving Loan Commitments,Term Loans pursuant to this Section 2.20, any Augmenting Lender becoming a party hereto shall # execute such documents and agreements as [[Administrative Agent:Organization]] may reasonably request and # in the case may be; provided that,of any Augmenting Lender that is organized under the aggregate amountlaws of all Incremental Term Loan Commitmentsa jurisdiction outside of the United States of America, provide to [[Administrative Agent:Organization]], its name, address, tax identification number and/or such other information as shall be necessary for [[Administrative Agent:Organization]] to comply with “know your customer” and Incremental Revolving Loan Commitments effected duringanti-money laundering rules and regulations, including without limitation, the term of this Agreement shall not exceed $100,000,000.Patriot Act.
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