Example ContractsClausesIncremental Facilities
Incremental Facilities
Incremental Facilities contract clause examples

Incremental Facilities. (i) The Company may from time to time, by written notice to the Administrative Agent request # an increase in the Commitments (including in connection with the creation of a tranche of the Commitments to be made available to a Borrowing Subsidiary for which tax or legal considerations would render such a tranche necessary or advisable) (each an “Incremental Revolving Credit Facility”) and # the creation of one or more new term loan facilities (each an “Incremental Term Facility” and, together with any Incremental Revolving Credit Facility, an “Incremental Facility”); provided, that any such request for an Incremental Facility shall be in a minimum amount of US$25,000,000 and, after giving effect to all such Incremental Facilities the aggregate principal amount of all such increases shall not exceed US$500,000,000. If the Company elects to request that existing Lenders participate in an Incremental Facility, then at the time of sending such notice, the Company shall request that the Administrative Agent promptly notify the Lenders of such request and (in consultation with the Administrative Agent) shall specify the time period within which each 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 Lenders).

Incremental Facilities. On one or more occasions at any time after the Closing Date, the Borrower may by written notice to the Administrative Agent elect to request # an increase to the existing Revolving Commitments (any such increase, the “New Revolving Commitments”) and/or # the establishment of one or more new term loan commitments denominated in Dollars (the “New Term Commitments”, together with the New Revolving Commitments, the “Incremental Commitments”), by up to an aggregate amount not to exceed $500,000,000 for all Incremental Commitments (so that the sum of the Total Revolving Commitments plus the principal amount of Dollar Term Loans made hereunder does not exceed $2,000,000,000). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that such Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Lenders or other Persons that are Eligible Assignees willing to hold the requested Incremental Commitments; provided that # any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $25,000,000, # any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment; provided that the Lenders will first be afforded the opportunity to provide the Incremental Commitments on a pro rata basis, and if any Lender so approached fails to respond within such ten (10) Business Day period after its receipt of such request, such Lender shall be deemed to have declined to provide such Incremental Commitments, and # any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Lender” or “New Term Lender,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Borrower and the Administrative Agent (such approval not to be unreasonably withheld or delayed), and, in the case of a New Revolving Commitment, the Issuing Lender and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such New Revolving Lender is an existing Lender (other than a Defaulting Lender) with a Revolving Commitment at such time or such New Term Lender is an existing Lender or an Affiliate of an existing Lender.

Incremental Facilities. On one or more occasions at any time after the Closing Date, the Borrowers may by written notice to the Administrative Agent elect to request an increase to the existing Commitments (any such increase, the “Incremental Commitments”), by up to an aggregate amount not to exceed [[Unknown Identifier]] for all Incremental Commitments (so that the sum of the Commitments plus the principal amount of Delayed Draw Term Loans made hereunder does not exceed AUD1,750,000,000). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrowers propose that such Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Borrowers, to arrange a syndicate of Lenders or other Persons that are Eligible Assignees willing to hold the requested Incremental Commitments; provided that # any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of AUD25,000,000, # any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment; provided that the Lenders will first be afforded the opportunity to provide the Incremental Commitments on a pro rata basis, and if any Lender so approached fails to respond within such ten (10) Business Day period after its receipt of such request, such Lender shall be deemed to have declined to provide such Incremental Commitments, and # any Lender or other Person that is an Eligible Assignee (each, a “New Lender”) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Borrowers and the Administrative Agent (such approval not to be unreasonably withheld or delayed).

The Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Incremental Term Loans (which may be effected by increasing the amount of any then existing Facility) by executing and delivering to the Administrative Agent an Incremental Term Loan Activation Notice specifying # the amount of such Incremental Term Loans, # the applicable Incremental Term Loan Closing Date (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 earlier date as shall be agreed by the Administrative Agent)), # the applicable Incremental Term Loan Maturity Date, # the amortization schedule for such Incremental Term

Incremental Facilities. (i) The Company may from time to time, by written notice to the Administrative Agent request # an increase in the Commitments (including in connection with the creation of a tranche of the Commitments to be made available to a Borrowing Subsidiary for which tax or legal considerations would render such a tranche necessary or advisable) (each an “Incremental Revolving Credit Facility”) and # the creation of one or more new term loan facilities (each an “Incremental Term Facility” and, together with any Incremental Revolving Credit Facility, an “Incremental Facility”); provided, that any such request for an Incremental Facility shall be in a minimum amount of US$25,000,000 and, after giving effect to

Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld; provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of an Incremental Term Loan to a Lender, an affiliate of a Lender or an Approved Fund) may elect to become a “Lender” under this Agreement in connection with any transaction described in [Section 2.24(a)] shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit I-33], whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.

The Borrowers or any Guarantor organized in the United States or Canada (any such Guarantor, for so long as loans or commitments remain outstanding under the applicable Incremental Facility, an “Additional Borrower”) may, by written notice to the Administrative Agent, request the establishment of one or more new tranches of term facilities denominated in Dollars, an Alternative Currency or any other currency agreed to by the applicable Borrower, the Administrative Agent and the Lenders providing such New Term Loan Facility (each, a “New Term Loan Facility”) and/or increase the principal amount of the Initial Term Loans, any Incremental Term Loans or any Extended Term Loans by requesting new term loan commitments to be added to such Loans (together with any New Term Loan Facility, an “Incremental Term Facility” and, any Loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or request the establishment of one or more new tranches of Revolving Credit Commitments (each, a “New Revolving Credit Facility”) and/or request an increase in any Tranche of Revolving Credit Commitments (together with any New Revolving Credit Facility, an “Incremental Revolving Credit Facility” and, together with any Incremental Term Facility, “Incremental Facilities” and, the loans thereunder, “Incremental Revolving Credit Loans” and, together with any Incremental Term Loans, “Incremental Loans”); provided that no existing Lender will have an obligation to make any Incremental Facility, nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Facility, in an aggregate amount not in excess of the sum of

Subject to the terms and conditions set forth herein, the Borrower shall have the right, from time to time and upon at least ten (10) Business Days’ prior written notice to the Administrative Agent (an “Incremental Request”), to request to incur additional term loans under a then-existing tranche of Term Loans and/or add one or more additional tranches of term loans (“Other Term Loans” and, together with any additional term loans under a then-existing tranche incurred pursuant to this Section 2.16, the “Incremental Term Loans”; and any credit facility providing for any Incremental Term Loans being referred to as an “Incremental Term Facility”) and/or increase the Revolving Facility (the “Incremental Revolving Commitments”; and revolving loans made thereunder, the “Incremental Revolving Loans”); the Incremental Revolving Commitments, together with the Incremental Term Loans, are referred to herein as an “Incremental Facility”) subject, however, in any such case, to satisfaction of the following conditions precedent:

So long as no Event of Default under [Subsection 9.1(a) or (f)])] exists or would arise therefrom, the Borrower Representative shall have the right (on behalf of # the applicable Borrower(s) with respect to an increase to the Term Loans of an Existing Term Tranche or # a Borrower or a Restricted Subsidiary that shall become a Borrower in accordance with the terms hereof) at any time and from time to time after the Closing Date, # to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the “Incremental Term Loan Commitments”) and # to increase the Term Loans of any Existing Term Tranche by requesting new term loan commitments to be added to such Existing Term Tranche (the “Supplemental Term Loan Commitments” and, together with the Incremental Term Loan Commitments, the “Incremental Commitments”), provided that, # the aggregate amount of Incremental Commitments established pursuant to this [Subsection 2.8] shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and, if applicable, the application of proceeds of any such Indebtedness to refinancing such other Indebtedness), an amount the Dollar Equivalent of which could then be Incurred under this Agreement in compliance with [Subsection 8.1(b)(i), (ii)])] if any portion of an Incremental Commitment is to be incurred in reliance on clause (iii) of the definition of “Maximum Incremental Facilities Amount”, the Borrower Representative shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such clause (together with calculations demonstrating compliance with such test), # if any portion of an Incremental Commitment is to be incurred in reliance on clause (i) or (ii) of the definition of “Maximum Incremental Facilities Amount,” the Borrower Representative shall have delivered a certificate to the Administrative Agent, certifying the amount of the available basket in such clause to be used for the incurrence of such Incremental Commitment, # the applicable Borrower may elect to use clause (iii) of the “Maximum Incremental Facilities Amount” prior to clause (i) and/or # thereof, and if both clause (i) and/or clause (ii), on the one hand, and clause (iii) are available and the Borrower Representative does not make an election, the Borrower Representative will be deemed to have elected clause (iii) and (v) any portion of an Incremental Commitment incurred under the Maximum Incremental Facilities Amount may be reclassified as incurred under clause (iii) if Holdings meets the applicable leverage or coverage ratio under clause (iii) at any time subsequent to the incurrence of such Incremental Commitment). Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments) shall be made by creating a new Tranche. Each Incremental Commitment made available pursuant to this [Subsection 2.8] shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples of $5,000,000 in excess thereof (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion).

Incremental Facilities. On one or more occasions at any time after the Closing Date, the Borrower may by written notice to the Administrative Agent elect to request # an increase to the existing Revolving Commitments (any such increase, the “New Revolving Commitments”) and/or # the establishment of one or more new term loan commitments denominated in Dollars (the “New Term Commitments”, together with the New Revolving Commitments, the “Incremental Commitments”), by up to an aggregate amount not to exceed $500,000,000 for all Incremental Commitments (so that the sum of the Total Revolving Commitments plus the principal amount of Dollar Term Loans made hereunder does not exceed $2,000,000,000). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that such Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Lenders or other Persons that are Eligible Assignees willing to hold the requested Incremental Commitments; provided that # any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $25,000,000, # any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment; provided that the Lenders will first be afforded the opportunity to provide the Incremental Commitments on a pro rata basis, and if any Lender so approached fails to respond within such ten (10) Business Day period after its receipt of such request, such Lender shall be deemed to have declined to provide such Incremental Commitments, and # any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Lender” or “New Term Lender,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Borrower and the Administrative Agent (such approval not to be unreasonably withheld or delayed), and, in the case of a New Revolving Commitment, the Issuing Lender and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such New Revolving Lender is an existing Lender (other than a Defaulting Lender) with a Revolving Commitment at such time or such New Term Lender is an existing Lender or an Affiliate of an existing Lender.

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