Common use of Incremental Term Loan A Commitments Clause in Contracts

Incremental Term Loan A Commitments. (i) The Company may, by written notice to the Administrative Agent from time to time prior to the latest Maturity Date then in effect under the Term Loan A Facilities, request Incremental Term Loan A Commitments under the Term Loan A Facilities in an amount not to exceed the sum of (x) the Incremental Shared Term Amount plus (y) such additional amount that would not, after giving effect on a pro forma basis to the incurrence thereof cause the Consolidated Secured Net Leverage Ratio (or, following a Lien Release Event, but prior to any subsequent Ratings Trigger Event, the Consolidated Total Net Leverage Ratio) (without netting the cash and Cash Equivalents constituting proceeds of the applicable Incremental Term Loan A Facilities) as at the end of the most recently ended fiscal quarter of the Company for which financial statements are available to exceed 3.75:1.00 from one or more Incremental Term Loan A Lenders (which may include any existing Lender) willing to provide such Incremental Term Loan A Advances in their sole discretion; provided that each Incremental Term Loan A Lender (which is not an existing Lender) shall (x) be subject to the approval requirements of Section 9.07 and (y) have, unless the Company and the Administrative Agent shall otherwise agree, a minimum Incremental Term Loan A Commitment of $5,000,000. Such notice shall set forth (A) the amount of the Incremental Term Loan A Commitments being requested (which shall be in multiples of $10,000,000), (B) the date on which such Incremental Term Loan A Commitments are requested to become effective, (C) the terms of such Incremental Term Loan A Commitments and (D) whether such Incremental Term Loan A Commitments are to be on the same terms as the existing Tranche A1 Advances or Tranche A2 Advances of any Class or commitments to make term advances on terms different (including, without limitation, as to additional or different mandatory prepayments, prepayment premia, most favored nation pricing provisions, inapplicability of financial covenants or lien release provisions or other terms and conditions) from the existing Tranche A1 Advances or Tranche A2 Advances (“Other Term Loan A Advances” and, the commitments with respect thereto, the “Other Term Loan A Commitments”); provided that (1) the Incremental Term Loan Maturity Date with respect to any Other Term Loan A Advances shall be no earlier than the Tranche A1 Maturity Date and (2) the Weighted Average Life to Maturity with respect to any Other Term Loan A Advances shall be no shorter than the remaining Weighted Average Life to Maturity of the Tranche A1 Advances. The designation of Incremental Term Loan A Commitments as Tranche A1 Commitments, Tranche A2 Commitments or Other Term Loan A Commitments shall be made pursuant to an amendment (each, an “Incremental Term Loan A Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Company, the Administrative Agent and each applicable Incremental Term Loan A Lender. No Lender shall be obligated to increase its Tranche A1 Commitments or Tranche A2 Commitments, or to provide Other Term Loan A Commitments, pursuant to this Section 2.20(b) unless it so agrees.

Incremental Term Loan A Commitments. (i) The Company may, by written notice to the Pro Rata Administrative Agent from time to time prior to the latest Maturity Date then in effect under the Term Loan A Facilities, request Incremental Term Loan A Commitments under the Term Loan A Facilities in an amount not to exceed the sum of (x) the Incremental Shared Term Amount plus (y) such additional amount that would not, after giving effect on a pro forma basis to the incurrence thereof cause the Consolidated Secured Net Leverage Ratio (or, following a Lien Release Event, but prior to any subsequent Ratings Trigger Event, the Consolidated Total Net Leverage Ratio) (without netting the cash and Cash Equivalents constituting proceeds of the applicable Incremental Term Loan A Facilities) as at the end of the most recently ended fiscal quarter of the Company for which financial statements are available to exceed 3.75:1.00 3.50:1.00 from one or more Incremental Term Loan A Lenders (which may include any existing Lender) willing to provide such Incremental Term Loan A Advances in their sole discretion; provided that each Incremental Term Loan A Lender (which is not an existing Lender) shall (x) be subject to the approval requirements of Section 9.07 and (y) have, unless the Company and the Administrative Agent shall otherwise agree, a minimum Incremental Term Loan A Commitment of $5,000,0009.07. Such notice shall set forth (A) the amount of the Incremental Term Loan A Commitments being requested (which shall be in multiples of $10,000,000), (B) the date on which such Incremental Term Loan A Commitments are requested to become effective, effective (C) the terms of such Incremental Term Loan A Commitments and (D) whether such Incremental Term Loan A Commitments are to be on the same terms as the existing Tranche A1 Advances or Tranche A2 Term Loan A Advances of any Class or commitments to make term advances on terms different (including, without limitation, as to additional or different mandatory prepayments, prepayment premia, most favored nation pricing provisions, inapplicability of financial covenants or lien release provisions or other terms and conditions) from the existing Tranche A1 Term Loan A Advances or Tranche A2 Advances of such Class (“Other Term Loan A Advances” and, the commitments with respect thereto, the “Other Term Loan A Commitments”); provided that (1) the Incremental Term Loan Maturity Date with respect to any Other Term Loan A Advances shall be no earlier than the Tranche A1 Maturity Date and (2) the Weighted Average Life to Maturity with respect to any Other Term Loan A Advances shall be no shorter than the remaining Weighted Average Life to Maturity of the Tranche A1 Advances. The designation of Incremental Term Loan A Commitments as Tranche A1 Commitments, Commitments or Tranche A2 Commitments or Other Term Loan A Commitments shall be made pursuant to an amendment (each, an “Incremental Term Loan A Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Company, the Pro Rata Administrative Agent and each applicable Incremental Term Loan A Lender. No Lender shall be obligated to increase its Tranche A1 Commitments or Tranche A2 Commitments, or to provide Other Term Loan A Commitments, Commitments pursuant to this Section 2.20(b) unless it so agrees. (ii) The Company and each Incremental Term Loan A Lender shall execute and deliver to the Pro Rata Administrative Agent an agreement in form and substance reasonably satisfactory to such Agent (each, an “Incremental Term Loan A Assumption Agreement”) to evidence the Incremental Term Loan A Commitment of such Incremental Term Loan A Lender. Each Incremental Term Loan A Assumption Agreement shall specify the terms of the Incremental Term Loan A Advances to be made thereunder, and the Incremental Term Loan A Advances thereunder shall be made on terms and conditions agreed to by the Company and the applicable Incremental Term Loan A Lenders, and acceptable to the Pro Rata Administrative Agent. The Pro Rata Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan A Assumption Agreement.

Incremental Term Loan A Commitments. (i) The Company may, by written notice to the Pro Rata Administrative Agent from time to time prior to the latest Maturity Date then in effect under the Term Loan A Facilities, request Incremental Term Loan A Commitments under the Term Loan A Facilities in an amount not to exceed the sum of (x) the Incremental Shared Term Amount plus (y) such additional amount that would not, after giving effect on a pro forma basis to the incurrence thereof cause the Consolidated Secured Net Leverage Ratio (or, following a Lien Release Event, but prior to any subsequent Ratings Trigger Event, the Consolidated Total Net Leverage Ratio) (without netting the cash and Cash Equivalents constituting proceeds of the applicable Incremental Term Loan A Facilities) as at the end of the most recently ended fiscal quarter of the Company for which financial statements are available to exceed 3.75:1.00 3.50:1.00 from one or more Incremental Term Loan A Lenders (which may include any existing Lender) willing to provide such Incremental Term Loan A Advances in their sole discretion; provided that each Incremental Term Loan A Lender (which is not an existing Lender) shall (x) be subject to the approval requirements of Section 9.07 and (y) have, unless the Company and the Administrative Agent shall otherwise agree, a minimum Incremental Term Loan A Commitment of $5,000,0009.07. Such notice shall set forth (A) the amount of the Incremental Term Loan A Commitments being requested (which shall be in multiples of $10,000,000), (B) the date on which such Incremental Term Loan A Commitments are requested to become effective, effective (C) the terms of such Incremental Term Loan A Commitments and (D) whether such Incremental Term Loan A Commitments are to be on the same terms as the existing Tranche A1 Advances or Tranche A2 Advances of any Class or commitments to make term advances on terms different (including, without limitation, as to additional or different mandatory prepayments, prepayment premia, most favored nation pricing provisions, inapplicability of financial covenants or lien release provisions or other terms and conditions) from the existing Tranche A1 Advances or Tranche A2 Advances (“Other Term Loan A Advances” and, the commitments with respect thereto, the “Other Term Loan A Commitments”); provided that (1) the Incremental Term Loan Maturity Date with respect to any Other Term Loan A Advances shall be no earlier than the Tranche A1 Maturity Date and (2) the Weighted Average Life to Maturity with respect to any Other Term Loan A Advances shall be no shorter than the remaining Weighted Average Life to Maturity of the Tranche A1 Advances. The designation of Incremental Term Loan A Commitments as Tranche A1 Commitments, Tranche A2 Commitments or Other Term Loan A Commitments shall be made pursuant to an amendment (each, an “Incremental Term Loan A Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Company, the Administrative Agent and each applicable Incremental Term Loan A Lender. No Lender shall be obligated to increase its Tranche A1 Commitments or Tranche A2 Commitments, or to provide Other Term Loan A Commitments, pursuant to this Section 2.20(b) unless it so agrees.existing