Common use of Increase in Term Loan Commitments Clause in Contracts

Increase in Term Loan Commitments. (a) 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 Term Loan Amount from one or more Incremental Term Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion; provided, that (i) before submitting any such request to a Person that is not a Lender, the Borrower shall first give each existing Lender the opportunity to provide such Incremental Term Loan Commitments (in which case, existing Lenders shall have no more than two (2) Business Days from the date of such notice to indicate whether they are willing to provide such Incremental Term Loans) and (ii) each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days after the date of such notice) and (iii) whether such Incremental Term Loan Commitments are to be Term Loan Commitments or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”).

Increase in Term Loan Commitments. (a) The Borrower may, by written Upon notice to the Administrative Agent Agent, the Borrower may from time to timetime after the First Amendment Effective Date, request Incremental an increase in the aggregate principal amount of an existing Term Loan Commitments in an amount not to exceed Facility (each a “Term Facility Increase”) and/or the Incremental Term Loan Amount from addition of one or more new term loan facilities (each an “Incremental Term Lenders Facility”) (which may include any existing Lender) willing to provide each such request for a Term Facility Increase and/or an Incremental Term Loans in their own discretionFacility being a “Term Commitment Increase”); provided, provided that (i) before submitting any such request to for a Person that is not Term Commitment Increase shall be in a Lender, minimum amount of $25,000,000 (unless otherwise agreed by the Borrower shall first give each existing Lender the opportunity to provide such Incremental Term Loan Commitments (in which case, existing Lenders shall have no more than two (2) Business Days from the date of such notice to indicate whether they are willing to provide such Incremental Term LoansAdministrative Agent) and (ii) each the aggregate amount of Term Commitment Increases effected from time to time after the First Amendment Effective Date (together with the amount of Revolving Credit Commitment Increases effected pursuant to Section 2.14) shall not exceed an amount equal to the sum of (A) $175,000,000 plus (B) such additional amounts as would not cause the Consolidated Senior Secured Leverage Ratio to exceed 1.75:1.00 for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered and calculated on a pro forma basis after giving effect to any such incurrence (determined without giving effect to any amount incurred simultaneously under clause (A) but giving effect to the aggregate principal amount (whether drawn or undrawn) of all simultaneous Term Commitment Increases and Revolving Credit Commitment Increases not utilizing the amounts in clause (A) or in proviso (ii)(x) of Section 2.14(a) above); provided, that it is understood and agreed that amounts under clause (B) may be used prior to using any amounts available under clause (A). The Maturity Date for any Incremental Term LenderFacility shall not be prior to the Maturity Date then in effect in respect of the Revolving Credit Facility or, if later, any prior Incremental Term Facility. The Incremental Term Loans in respect of any Incremental Term Facility shall not already amortize more rapidly (determined on the basis of amortization as a Lender hereunderpercentage of the initial principal amount) than the quarterly installments of any prior Incremental Term Facility. The Incremental Term Loans in respect of any Incremental Term Loan Facility shall rank equal in right of payment with the Loans, shall be subject to secured by the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which Collateral and shall be in minimum increments Guaranteed only by the Guarantors. Any Term Facility Increase shall be on the same terms and conditions (including maturity, amortization, interest rate and right of $1,000,000 payment, guarantees and a minimum amount of $5,000,000 or equal to the remaining Incremental Term Loan Amount), (iicollateral) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days after the date of such notice) and (iii) whether such Incremental Term Loan Commitments are to be Term Loan Commitments or commitments to make term loans with terms different from as the Term Loans (“Other Term Loans”)Facility so being increased.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent Agent, from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion; provided, that (i) before submitting any such request to a Person person that is not a Lender, the Borrower shall first give each existing Lender the opportunity to provide such Incremental Term Loan Commitments (in which case, existing Lenders shall have no more than two (2) Business Days from the date of such notice to indicate whether they are willing to provide such Incremental Term Loans) and (ii) each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days after the date of such notice) and (iii) whether such Incremental Term Loan Commitments are to be Term Loan Commitments or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”).

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an aggregate amount (for all such Incremental Term Loan Commitments) not to exceed the Incremental Term Loan Debt Amount from one or more Incremental Term Lenders (Lenders, which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion; provided, provided that (i) before submitting any such request to a Person that is not a Lender, the Borrower shall first give each existing Lender the opportunity to provide such Incremental Term Loan Commitments (in which case, existing Lenders shall have no more than two (2) Business Days from the date of such notice to indicate whether they are willing to provide such Incremental Term Loans) and (ii) each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld); provided further that no existing Lender shall be obligated to commit to provide Incremental Term Loans or become an Incremental Term Lender. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or equal to the remaining Incremental Term Loan Debt Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice) and (iii) whether such Incremental Term Loan Commitments are to be Term Loan Commitments or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”).

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to timeAgent, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion; provided, that (i) before submitting any such request to a Person that is not a Lender, the Borrower shall first give each existing Lender the opportunity to provide such Incremental Term Loan Commitments (in which case, existing Lenders shall have no more than two (2) Business Days from the date of such notice to indicate whether they are willing to provide such Incremental Term Loans) and (ii) each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days after the date of such notice) and (iii) whether such Incremental Term Loan Commitments are to be Term Loan Commitments or commitments to make term loans with terms different from the Term Loans (“"Other Term Loans”"). The Incremental Term Loans shall be made on a single borrowing date.

Increase in Term Loan Commitments. (a) The Borrower may, at any time and from time to time prior to the later of (x) the Initial Term Loan Termination Date and (y) any Incremental Term Loan Termination Date, by written notice to the Administrative Agent Agent, request the addition of one or more new term loan facilities (each, an “Incremental Term Loan Facility”) or one or more increases in the Commitments under a Term Loan Facility existing at the time of such request (each, a “Commitment Increase”) in an aggregate amount up to $500,000,000 plus the sum of all amounts applied from time to time, request Incremental time after the Effective Date to permanently prepay Term Loans pursuant to Section 2.10 hereof or to permanently reduce Revolving Credit Loan Commitments pursuant to Section 2.09 hereof less the aggregate amount of Revolving Credit Loan Commitment Increases pursuant to Section 2.18, to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (each, an amount not “Increase Date”) as specified in the related notice to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretionAgent; provided, however, that (i) before submitting in no event shall the aggregate amount of such Commitment Increases exceed $700,000,000 less the aggregate amount of Revolving Credit Loan Commitment Increases pursuant to Section 2.18, (ii) on the date of any such request to by the Borrower for a Person that is not a LenderCommitment Increase and on the related Increase Date, the Borrower applicable conditions set forth in Section 3.02 and in clause (d) of this Section 2.17 shall first give each existing Lender be satisfied and (iii) if the opportunity to provide request is for an Incremental Term Loan Facility, such Incremental Term Loan Commitments (in which caseFacility shall contain such other terms as may be agreed by the Borrower, existing Lenders shall have no more than two (2) Business Days from the date of such notice to indicate whether they are willing to provide such Agent and the Incremental Term Loans) and Loan Banks, provided that (ii) each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (iA) the amount final scheduled maturity date of the Incremental Term Loan Commitments being requested (which Facility shall in no event be in minimum increments of $1,000,000 AES Fourth Amended and a minimum amount of $5,000,000 or equal Restated Credit Agreement prior to the remaining Initial Term Loan Termination Date and (B) no Bank shall have any obligation to participate in any Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days after the date of such notice) and (iii) whether such Incremental Term Loan Commitments are to be Term Loan Commitments Facility or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”)any Commitment Increase.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to timeAgent, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion; provided, that (i) before submitting any such request to a Person that is not a Lender, the Borrower shall first give each existing Lender the opportunity to provide such Incremental Term Loan Commitments (in which case, existing Lenders shall have no more than two (2) Business Days from the date of such notice to indicate whether they are willing to provide such Incremental Term Loans) and (ii) each Incremental Term Lender, if not already a Lender hereunder, shall be subject to Amount. Upon the approval of such request by the Administrative Agent, the Administrative Agent (which approval shall not be unreasonably withheld)deliver a copy thereof to each Term Lender. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 5,000,000 and a minimum amount of $5,000,000 20,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) and the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and shall offer each Term Lender the opportunity to make an Incremental Term Loan Commitment in an amount equal to its Pro Rata Term Percentage (without giving effect to the proposed Incremental Term Loan Commitments) of the proposed Incremental Term Loan Commitments. Each Term Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, either agree to accept an Incremental Term Loan Commitment in an amount equal to all or a portion of the offered amount or decline to accept an Incremental Term Loan Commitment (iii) whether and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Term Loan Commitment). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Term Lenders shall have agreed pursuant to the preceding sentence to accept Incremental Term Loan Commitments are by an aggregate amount less than the Incremental Term Loan Commitment requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to be in this clause (a) being called an "Augmenting Term Lender", which may include any Term Lender, to extend Incremental Term Loan Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Term Lender, if not already a Term Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Any Incremental Term Loan Commitment may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or commitments chooses not to make term loans with terms different from the arrange for, Augmenting Term Loans (“Other Term Loans”)Lenders.

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to timeAgent, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders (Lenders, which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion; provided, provided that (i) before submitting any such request to a Person that is not a Lender, the Borrower shall first give each existing Lender the opportunity to provide such Incremental Term Loan Commitments (in which case, existing Lenders shall have no more than two (2) Business Days from the date of such notice to indicate whether they are willing to provide such Incremental Term Loans) and (ii) each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld)’ and provided further that, the decision to provide an Incremental Term Loan Commitment hereunder shall be at the sole discretion of each Lender. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 5,000,000 and a minimum amount of $5,000,000 10,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice) ), and (iii) whether such Incremental Term Loan Commitments are commitments to be make additional Term Loan Commitments Loans or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”).

Increase in Term Loan Commitments. (a) The Borrower may, shall have the right to request increases in the aggregate amount of the Term Loan Commitments in the aggregate amount of $200,000,000 by providing written notice to the Administrative Agent from time to timeAgent, request Incremental which notice shall be irrevocable once given and shall specify whether such increase is of the Tranche A Term Loan Commitments or the Tranche B Term Loan Commitments; provided that after giving effect to any and all such increases the aggregate amount of the Term Loan Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such increase in the Term Loan Commitments must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Term Loan Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Term Loan Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such increased Term Loan Commitments; provided, that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to increase its Term Loan Commitment or provide a new Term Loan Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee subject to and in accordance with the provisions of Section 13.5(b). If a new Term Loan Lender becomes a party to this Agreement, or if any existing Term Loan Lender is increasing its Term Loan Commitment, such Lender shall on the date it becomes a Term Loan Lender hereunder (or in the case of an existing Term Loan Lender, increases its Term Loan Commitment) (and as a condition thereto) purchase from the other Term Loan Lenders its Term Loan Commitment Percentage (determined with respect to the Term Loan Lenders’ respective Term Loan Commitments and after giving effect to the increase of Term Loan Commitments) of any outstanding Term Loans, by making available to the Administrative Agent for the account of such other Term Loan Lenders, in same day funds, an amount not equal to exceed (A) the Incremental portion of the outstanding principal amount of such Term Loans to be purchased by such Lender, plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Term Loans. The Borrower shall pay to the Term Loan Amount from one or more Incremental Lenders amounts payable, if any, to such Term Loan Lenders under Section 5.4 as a result of the prepayment of any such Term Loans. The effectiveness of the increase of the Term Loan Commitments under this Section is subject to the following conditions precedent (which may include any existing Lender) willing subject, in the case of an increase of the Term Loan Commitments incurred to provide such Incremental Term Loans in their own discretionfinance a Limited Condition Transaction, to Section 1.8; provided, that any such request for increase in Term Loan Commitments by the Borrower shall specify that such condition is to apply): (w) no Default or Event of Default (or in the case of an increase of the Term Loan Commitments incurred to finance a Limited Condition Transaction, no Event of Default described in clause (a), (e) or (f) of Section 11.1) shall exist and be continuing on the effective date of such increase, (x) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder; provided, that in the case of an increase of the Term Loan Commitments incurred to finance a Limited Condition Transaction, such representations and warranties shall be limited to the Specified Representations, (y) payment of any and all Fees required in connection with such increased Term Loan Commitments, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) before submitting any such request if not previously delivered to a Person that is not a Lenderthe Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower shall first give to authorize such increase and (B) all partnership or other necessary action taken by each existing Lender Guarantor authorizing the opportunity to provide such Incremental Term Loan Commitments (in which case, existing Lenders shall have no more than two (2) Business Days from the date guaranty of such notice to indicate whether they are willing to provide such Incremental Term Loans) and increase; (ii) each Incremental Term Lender, if not already a Lender hereunder, shall be subject an opinion of counsel to the approval of Borrower and the Guarantors, and addressed to the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) and the amount of Lenders covering such matters as reasonably requested by the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days after the date of such notice) Administrative Agent; and (iii) whether to the extent requested by the applicable Lender, a new Term Loan Note executed by the Borrower, payable to such Incremental new Term Loan Lenders and replacement Term Loan Notes executed by the Borrower, payable to any existing Term Loan Lenders increasing their Term Loan Commitments, in the amount of such Term Loan Lender’s Term Loan Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Term Loan Commitments are to be and a Beneficial Ownership Certification. In connection with any increase in the aggregate amount of the Term Loan Commitments or commitments pursuant to make term loans this Section 2.15, any Term Loan Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a 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 terms different from “know your customer” and anti-money laundering rules and regulations, including the Term Loans (“Other Term Loans”)Patriot Act.

Increase in Term Loan Commitments. (a) The Borrower may, at any time and from time to time prior to the later of (x) the Initial Term Loan Termination Date and (y) any Incremental Term Loan Termination Date, by written notice to the Administrative Agent Agent, request the addition of one or more new term loan facilities (each, an “Incremental Term Loan Facility”) or one or more increases in the Commitments under a Term Loan Facility existing at the time of such request (each, a “Commitment Increase”) in an aggregate amount up to $500,000,000 plus the sum of all amounts applied from time to time, request Incremental Term Loan Commitments in an amount not time after the Effective Date to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders (which may include any existing Lender) willing to provide such Incremental permanently prepay Term Loans pursuant to Section 2.10 hereof, to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in their own discretioneffect (each, an “Increase Date”) as specified in the related notice to the Agent; provided, however, that (i) before submitting in no event shall the aggregate amount of such Commitment Increases exceed $700,000,000, (ii) on the date of any such request to by the Borrower for a Person that is not a LenderCommitment Increase and on the related Increase Date, the Borrower applicable conditions set forth in Section 3.02 and in clause (d) of this Section 2.17 shall first give each existing Lender be satisfied and (iii) if the opportunity to provide request is for an Incremental Term Loan Facility, such Incremental Term Loan Commitments (in which caseFacility shall contain such other terms as may be agreed by the Borrower, existing Lenders shall have no more than two (2) Business Days from the date of such notice to indicate whether they are willing to provide such Agent and the Incremental Term Loans) and Loan Banks, provided that (ii) each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (iA) the amount final scheduled maturity date of the Incremental Term Loan Commitments being requested (which Facility shall in no event be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or equal prior to the remaining Initial Term Loan Termination Date and (B) no Bank shall have any obligation to participate in any Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days after the date of such notice) and (iii) whether such Incremental Term Loan Commitments are to be Term Loan Commitments Facility or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”)any Commitment Increase.

Increase in Term Loan Commitments. (a) The Either Borrower may, by written notice to the Administrative Agent Agents from time to time, request Incremental Term Loan Commitments in an aggregate amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders (Lenders, which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion; provided, PROVIDED that (i) before submitting any such request to a Person that is not a Lender, the Borrower shall first give each existing Lender the opportunity to provide such Incremental Term Loan Commitments (in which case, existing Lenders shall have no more than two (2) Business Days from the date of such notice to indicate whether they are willing to provide such Incremental Term Loans) and (ii) each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent Agents (which approval shall not be unreasonably withheldwithheld or delayed). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 U.S.$5,000,000 and a minimum amount of $5,000,000 U.S.$20,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such noticenotice (which time periods for notice may be modified or waived at the discretion of the Agents)) and (iii) whether such Incremental Term Loan Commitments are to be Term Loan Commitments or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”"OTHER TERM LOANS").

Increase in Term Loan Commitments. (a) The Borrower 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 Term Loan Amount from one or more Incremental Term Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretionAmount; provided, provided that (i) before submitting any such request to a Person that is not a Lender, the Borrower shall first give each existing Lender the opportunity to provide such Incremental Term Loan Commitments Commitment may not be extended to the Borrower without the prior written consent of the Non-Defaulting Lenders holding at least a majority of the aggregate principal amount of the Term Loans held by Non-Defaulting Lenders then outstanding and the Non-Defaulting Lenders holding at least a majority of the Revolving Loan Commitment Amount held by Non- Defaulting Lenders (in which caseor, existing following the Revolving Loan Commitment Termination Date, the aggregate principal amount of the Revolving Loans held by Non-Defaulting Lenders shall have no more than two then outstanding plus the Letter of Credit Outstandings (2) Business Days from after giving effect to the date participation of the Non-Defaulting Lenders therein)). Upon the receipt of such notice to indicate whether they are willing to provide such Incremental Term Loans) and (ii) each Incremental Term Lenderrequest by the Administrative Agent, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld)deliver a copy thereof to each Lender. Such notice (i) shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 5,000,000 and a minimum amount of $5,000,000 25,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) shall set forth the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 fifteen Business Days nor more than forty-five days after the date of such notice) and ), (iii) shall offer each existing Lender holding Term Loans the opportunity to make such Incremental Term Loan Commitment in an amount equal to its Term Percentage and (iv) shall set forth whether such Incremental Term Loan Commitments are to be Term Loan Commitments or commitments to make term loans under (and subject to the terms of) this Agreement, but with terms a different from final maturity date, average life to maturity or yield than the Term Loans (“any such term loans, the "Other Term Loans”"). Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than ten Business Days after the date of the Administrative Agent's notice, (i) either agree to make such Incremental Term Loan Commitment by all or a portion of the offered amount or decline to make such Incremental Term Loan Commitment and (ii) if it is not agreeing to participate in such Incremental Term Loan Commitment, whether it consents to the extension of such Incremental Term Loan Commitment by other Persons (and any Lender that does not deliver such a notice within such period of ten Business Days shall be deemed to have declined to so participate or consent). In the event that, on the eleventh Business Day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the amount of the Incremental Term Loan Commitments that the existing Lenders are willing to provide are less than the Incremental Term Loan Commitments requested by the Borrower and the Required Lenders have otherwise consented to the extension of such Incremental Term Loan Commitments, the Borrower may arrange for one or more banks or other entities to extend Incremental Term Loan Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Incremental Term Loan Lender, if not already a Lender hereunder, shall be subject to the prior approval of the Administrative Agent (which approval shall not be unreasonably withheld).

Increase in Term Loan Commitments. (a) The At any time, and from time to time, from the date hereof until the second anniversary of the Closing Date, the Borrower may, by written notice to the Administrative Agent from time to timeAgent, request Incremental Term Loan Commitments in an aggregate amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretionLoans; provided, that (i) before submitting any such request to a Person that is not a Lender, the Borrower shall first give each the existing Lender Term Lenders the opportunity to provide such Incremental Term Loan Commitments on a ratable basis (in which case, existing Lenders shall have no more than two ten (210) Business Days from the date of such notice to indicate whether they are willing to provide such Incremental Term LoansLoans and the amounts of their desired Incremental Term Loan Commitments) and (ii) each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or equal to shall, together with any prior Incremental Term Loan Commitments, not exceed the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days after the date of such notice) and (iii) whether such Incremental Term Loan Commitments are to be commitments to make additional Tranche A Term Loan Commitments Loans or commitments to make term loans with terms different from the Tranche A Term Loans (“Other Term Loans”). The Incremental Term Loans shall not be made on more than two borrowing dates.

Increase in Term Loan Commitments. (a) The Either Borrower may, by written notice to the General Administrative Agent from time to time, request Incremental Term Loan Commitments in an aggregate amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders (Lenders, which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion; provided, however, that (i) before submitting any such request to a Person that is not a Lender, the Borrower shall first give each existing Lender the opportunity to provide such Incremental Term Loan Commitments (in which case, existing Lenders shall have no more than two (2) Business Days from the date of such notice to indicate whether they are willing to provide such Incremental Term Loans) and (ii) each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the prior approval of the General Administrative Agent (which approval shall not be unreasonably withheldwithheld or delayed). Such notice shall set forth (i) whether such Incremental Term Loans are to be made to the U.S. Borrower or the European Borrower, (ii) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 10,000,000 or equal to the remaining Incremental Term Loan Amount), (iiiii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice) and (iiiiv) whether such Incremental Term Loan Commitments are to be Term Loan X-0 Xxxxxxxxxxx, Xxxx X-0 Commitments or commitments to make term loans with terms different from the Term B-1 Loans and the Term B-2 Loans (“Other Term Loans”).

Increase in Term Loan Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to timeAgent, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion; provided, that (i) before submitting any such request to a Person that is not a Lender, the Borrower shall first give each existing Lender the opportunity to provide such Incremental Term Loan Commitments (in which case, existing Lenders shall have no more than two (2) Business Days from the date of such notice to indicate whether they are willing to provide such Incremental Term Loans) and (ii) each Incremental Term Lender, if not already a Lender hereunder, shall be subject to Amount. Upon the approval of such request by the Administrative Agent, the Administrative Agent (which approval shall not be unreasonably withheld)deliver a copy thereof to each Term Lender. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 5,000,000 and a minimum amount of $5,000,000 20,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) and the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice) ), and (iii) whether such shall offer each Term Lender the opportunity to make an Incremental Term Loan Commitments are Commitment in an amount equal to be its Pro Rata Term Percentage (without giving effect to the proposed Incremental Term Loan Commitments Commitments) of the proposed Incremental Term Loan Commitments. Each Term Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, either agree to accept an Incremental Term Loan Commitment in an amount equal to all or commitments a portion of the offered amount or decline to make term loans with terms different from accept an Incremental Term Loan Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Term Loan Commitment). In the Term Loans (“Other Term Loans”).event that, on the 10th

Increase in Term Loan Commitments. (a) 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 Term Loan Amount from one or more Incremental Term Lenders (Lenders, which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion; provided, provided that (i) before submitting any such request to a Person that is not a Lender, the Borrower shall first give each existing Lender the opportunity to provide such Incremental Term Loan Commitments (in which case, existing Lenders shall have no more than two (2) Business Days from the date of such notice to indicate whether they are willing to provide such Incremental Term Loans) and (ii) each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheldwithheld or delayed). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments integral multiple of $1,000,000 and a minimum amount of $5,000,000 or in an amount equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days after the date of such notice) and (iii) whether such Incremental Term Loan 49 Commitments are to be Term Loan Commitments or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”). For the avoidance of doubt, (i) no Lender shall have any obligation to make an Incremental Term Loan and (ii) no approval from the Administrative Agent or the Lenders shall be required with regard to, and neither the Administrative Agent nor any Lender, shall have the right to object to, challenge or obstruct, any request by the Borrower to the Administrative Agent to arrange for the making of any Incremental Term Loan.