Common use of Incremental Term Facility Commitment Agreement Clause in Contracts

Incremental Term Facility Commitment Agreement. At the time of the provision of Incremental Term Facility Commitments pursuant to this Clause 7, the Borrower, each other Obligor, the Agent and each such Lender or other Eligible Institution which agrees to provide an Incremental Term Facility Commitment (each, an “Incremental Term Facility Lender”) shall execute and deliver to the Borrower and the Agent an Incremental Term Facility Commitment Agreement, appropriately completed (with the effectiveness of the Incremental Term Facility Commitment provided therein to occur on the date set forth in such Incremental Term Facility Commitment Agreement, which date in any event shall be no earlier than the date on which all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid, all conditions set forth in this Clause 7 shall have been satisfied and all other conditions precedent that may be set forth in such Incremental Term Facility Commitment Agreement shall have been satisfied). In addition on or prior to the effective date of the respective Incremental Term Facility Commitment Agreement: (i) the Parent, the Borrower and its Subsidiaries shall have delivered such technical amendments, modifications and/or supplements to the respective Security Documents as are reasonably requested by the Agent to ensure that the additional Facilities Obligations to be incurred pursuant to the Incremental Term Facility Commitments are secured by, and entitled to the benefits of, the Security Documents (to the extent required by the terms of this Agreement), and each of the Lenders hereby agrees to, and authorises the Security Trustee to enter into, any such technical amendments, modifications and/or supplements; (ii) the Agent shall have received an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel reasonably satisfactory to the Agent and dated such date, covering such of the matters set forth in the opinions of counsel delivered to the Agent on the Initial Borrowing Date pursuant to Clause 3.1 (Conditions Precedent) as may be reasonably requested by the Agent, and such other matters incident to the transactions contemplated thereby as the Agent may reasonably request; (iii) the Borrower and the other Obligors shall have delivered to the Agent such other officers’ certificates, resolutions and evidence of good standing as the Agent shall reasonably request; and (iv) in addition to the applicable conditions precedent set forth in Part I of Schedule 3 (Conditions Precedent to First Utilisation), the Agent shall have received from the Authorised Representative of the Borrower a certificate certifying that the conditions set forth in paragraphs (a)(i)(A), (B) and (C) of Clause 7.1 (Incremental Term Facility) have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail and copies of the certificate set forth in such paragraph (a)(i)(C)) of Clause 7.1 (

Incremental Term Facility Commitment Agreement. At the time of the provision of Incremental Term Facility Commitments pursuant to this Clause 7, the Borrowerrelevant Borrowers, each other Obligor, the Agent and each such Lender or other Eligible Institution which agrees to provide an Incremental Term Facility Commitment (each, an “Incremental Term Facility Lender”) shall execute and deliver to the Borrower relevant Borrower(s) and the Agent an Incremental Term Facility Commitment Agreement, appropriately completed (with the effectiveness of the Incremental Term Facility Commitment provided therein to occur on the date set forth in such Incremental Term Facility Commitment Agreement, which date in any event shall be no earlier than the date on which all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid, all conditions set forth in this Clause 7 shall have been satisfied and all other conditions precedent that may be set forth in such Incremental Term Facility Commitment Agreement shall have been satisfied). In addition on or prior to the effective date of the respective Incremental Term Facility Commitment Agreement: (i) the Parent, the Borrower Borrowers and its their Subsidiaries shall have delivered such technical amendments, modifications and/or supplements to the respective Security Documents as are reasonably requested by the Agent to ensure that the additional Facilities Obligations to be incurred pursuant to the Incremental Term Facility Commitments are secured by, and entitled to the benefits of, the Security Documents (to the extent required by the terms of this Agreement), and each of the Lenders hereby agrees to, and authorises the Security Trustee to enter into, any such technical amendments, modifications and/or supplements; (ii) the Agent shall have received an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel reasonably satisfactory to the Agent and dated such date, covering such of the matters set forth in the opinions of counsel delivered to the Agent on the Initial Borrowing Date pursuant to Clause 3.1 (Conditions Precedent) as may be reasonably requested by the Agent, and such other matters incident to the transactions contemplated thereby as the Agent may reasonably request; (iii) the Borrower relevant Borrower(s) and the other Obligors shall have delivered to the Agent such other officers’ certificates, resolutions and evidence of good standing as the Agent shall reasonably request; and (iv) in addition to the applicable conditions precedent set forth in Part I of Schedule 3 (Conditions Precedent to First Utilisation), the Agent shall have received from the Authorised Representative of the each relevant Borrower a certificate certifying that the conditions set forth in paragraphs (a)(i)(A), (B) and (C) of Clause 7.1 (Incremental Term Facility) have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail and copies of the certificate set forth in such paragraph (a)(i)(C)) of Clause 7.1 (

Incremental Term Facility Commitment Agreement. At the time of the provision of Incremental Term Facility Commitments pursuant to this Clause 7, the Borrower, each other Obligor, the Agent and each such Lender or other Eligible Institution which agrees to provide an Incremental Term Facility Commitment (each, an “Incremental Term Facility Lender”) shall execute and deliver to the Borrower and the Agent an Incremental Term Facility Commitment Agreement, appropriately completed (with the effectiveness of the Incremental Term Facility Commitment provided therein to occur on the date set forth in such Incremental Term Facility Commitment Agreement, which date in any event shall be no earlier than the date on which all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid, all conditions set forth in this Clause 7 shall have been satisfied and all other conditions precedent that may be set forth in such Incremental Term Facility Commitment Agreement shall have been satisfied). In addition on or prior to the effective date of the respective Incremental Term Facility Commitment Agreement: (i) the Parent, the Borrower and its Subsidiaries shall have delivered such technical amendments, modifications and/or supplements to the respective Security Documents as are reasonably requested by the Agent to ensure that the additional Facilities Obligations to be incurred pursuant to the Incremental Term Facility Commitments are secured by, and entitled to the benefits of, the Security Documents (to the extent required by the terms of this Agreement), and each of the Lenders hereby agrees to, and authorises the Security Trustee to enter into, any such technical amendments, modifications and/or supplements; (ii) the Agent shall have received an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel reasonably satisfactory to the Agent and dated such date, covering such of the matters set forth in the opinions of counsel delivered to the Agent on the Initial Borrowing Date pursuant to Clause 3.1 (Conditions Precedent) as may be reasonably requested by the Agent, and such other matters incident to the transactions contemplated thereby as the Agent may reasonably request; (iii) the Borrower and the other Obligors shall have delivered to the Agent such other officers’ certificates, resolutions and evidence of good standing as the Agent shall reasonably request; and (iv) in addition to the applicable conditions precedent set forth in Part I of Schedule 3 (Conditions Precedent to First Utilisation), the Agent shall have received from the Authorised Representative of the Borrower a certificate certifying that the conditions set forth in paragraphs (a)(i)(A), (B) and (C) of Clause 7.1 (Incremental Term Facility) have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail and copies of the certificate set forth in such paragraph (a)(i)(C)) of Clause 7.1 (and

Incremental Term Facility Commitment Agreement. At the time of the provision of Incremental Term Facility Commitments pursuant to this Clause 7, the Borrowerrelevant Borrowers, each other Obligor, the Agent and each such Lender or other Eligible Institution which agrees to provide an Incremental Term Facility Commitment (each, an “Incremental Term Facility Lender”) shall execute and deliver to the Borrower relevant Borrower(s) and the Agent an Incremental Term Facility Commitment Agreement, appropriately completed (with the effectiveness of the Incremental Term Facility Commitment provided therein to occur on the date set forth in such Incremental Term Facility Commitment Agreement, which date in any event shall be no earlier than the date on which all fees required to be paid in connection connec­tion therewith at the time of such effectiveness shall have been paid, all conditions set forth in this Clause 7 shall have been satisfied and all other conditions precedent that may be set forth in such Incremental Term Facility Commitment Agreement shall have been satisfied). In addition on or prior to the effective date of the respective Incremental Term Facility Commitment Agreement: (i) the Parent, the Borrower Borrowers and its their Subsidiaries shall have delivered such technical amendments, modifications and/or supplements to the respective Security Documents as are reasonably requested by the Agent to ensure that the additional Facilities Obligations to be incurred pursuant to the Incremental Term Facility Commitments are secured by, and entitled to the benefits of, the Security Documents (to the extent required by the terms of this Agreement), and each of the Lenders hereby agrees to, and authorises the Security Trustee to enter into, any such technical amendments, modifications and/or supplements; (ii) the Agent shall have received an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel reasonably satisfactory to the Agent and dated such date, covering such of the matters set forth in the opinions of counsel delivered to the Agent on the Initial Borrowing Date pursuant to Clause 3.1 (Conditions Precedent) as may be reasonably requested by the Agent, and such other matters incident to the transactions contemplated thereby as the Agent may reasonably request; (iii) the Borrower relevant Borrower(s) and the other Obligors shall have delivered to the Agent such other officers’ certificates, resolutions and evidence of good standing as the Agent shall reasonably request; and (iv) in addition to the applicable conditions precedent set forth in Part I of Schedule 3 (Conditions Precedent to First Utilisation), the Agent shall have received from the Authorised Representative of the each relevant Borrower a certificate certifying that the conditions set forth in paragraphs (a)(i)(A), (B) and (C) of Clause 7.1 (Incremental Term Facility) have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail and copies of the certificate set forth in such paragraph (a)(i)(C)) of Clause 7.1 (