Common use of Incremental Term Loan B Facility Commitments Clause in Contracts

Incremental Term Loan B Facility 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 B Facility, increase the aggregate principal amount of any Class of Term Loan B Advances or enter into one or more tranches of term loans under the Term Loan B Facility (each an “Incremental Term Loan B Commitment”) 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 (without netting the cash and Cash Equivalents constituting proceeds of the applicable Incremental Term Loan B 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 B Lenders (which may include any existing Lender) willing to provide such Incremental Term Loan B Advances in their sole discretion; provided that each Incremental Term Loan B 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 B Commitment of $5,000,000. Such notice shall set forth (A) the amount of the Incremental Term Loan B Commitments being requested (which shall be in multiples of $10,000,000), (B) the date on which such Incremental Term Loan B Commitments are requested to become effective, (C) the terms of such Incremental Term Loan B Commitments and (D) whether such Incremental Term Loan B Commitments are to be on the same terms as the existing Term Loan B 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 Term Loan B Advances of any Class (“

Incremental Term Loan B Facility Commitments. (i) The Company may, by written notice to the Term Loan B Administrative Agent from time to time prior to the latest Maturity Date then in effect under the Term Loan B Facility, increase the aggregate principal amount of any Class of Term Loan B Advances or enter into one or more tranches of term loans under the Term Loan B Facility (each an “Incremental Term Loan B Commitment”) 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 B 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 B Lenders (which may include any existing Lender) willing to provide such Incremental Term Loan B Advances in their sole discretion; provided that each Incremental Term Loan B 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 B Commitment of $5,000,0009.07. Such notice shall set forth (A) the amount of the Incremental Term Loan B Commitments being requested (which shall be in multiples of $10,000,000), (B) the date on which such Incremental Term Loan B Commitments are requested to become effective, (C) the terms of such Incremental Term Loan B Commitments and (D) whether such Incremental Term Loan B Commitments are to be on the same terms as the existing Term Loan B 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 Term Loan B Advances of any Class (“Other Term Loan B Advances”). The designation of Commitments as Term Loan B Commitments shall be made pursuant to an amendment (each, an “Incremental Term Loan B Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Company, the Term Loan B Administrative Agent and each applicable Incremental Term Loan B Lender. No Lender shall be obligated to increase its Term Loan B Commitments pursuant to this Section 2.20(c) unless it so agrees.

Incremental Term Loan B Facility Commitments. (i) The Company may, by written notice to the Term Loan B Administrative Agent from time to time prior to the latest Maturity Date then in effect under the Term Loan B Facility, increase the aggregate principal amount of any Class of Term Loan B Advances or enter into one or more tranches of term loans under the Term Loan B Facility (each an “Incremental Term Loan B Commitment”) 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 (without netting the cash and Cash Equivalents constituting proceeds of the applicable Incremental Term Loan B 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 B Lenders (which may include any existing Lender) willing to provide such Incremental Term Loan B Advances in their sole discretion; provided that each Incremental Term Loan B 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 B Commitment of $5,000,0009.07. Such notice shall set forth (A) the amount of the Incremental Term Loan B Commitments being requested (which shall be in multiples of $10,000,000), (B) the date on which such Incremental Term Loan B Commitments are requested to become effective, (C) the terms of such Incremental Term Loan B Commitments and (D) whether such Incremental Term Loan B Commitments are to be on the same terms as the existing Term Loan B 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 Term Loan B Advances of any Class (“Other Term Loan B Advances”). The designation of Commitments as Term Loan B Commitments shall be made pursuant to an amendment (each, an “Incremental Term Loan B Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Company, the Term Loan B Administrative Agent and each applicable Incremental Term Loan B Lender. No Lender shall be obligated to increase its Term Loan B Commitments pursuant to this Section 2.20(c) unless it so agrees.