Common use of Incremental Term Loans Clause in Contracts

Incremental Term Loans. Subject to Section 2.17, the other terms and conditions set forth herein and the relevant Incremental Term Loan Agreement, each Incremental Term Lender severally agrees to make an Incremental Term Loan to the Borrower, at any time and from time to time during the period from the effective date of the applicable Incremental Term Loan Agreement to sixty (60) days following such date, which Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Incremental Term Loan Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreement; and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed the Incremental Term Commitment of such Incremental Term Lender (as set forth in the relevant Incremental Term Loan Agreement); provided, however, that the Borrower may not request more than two (2) draws with respect to each Series of Incremental Term Loans, one of which must be on the effective date of the applicable Incremental Term Loan Agreement. Once repaid or prepaid, Incremental Term Loans may not be reborrowed; provided that this Section 2.01(b) shall not limit the Borrower’s right to request additional Incremental Term Loans pursuant to Section 2.17 hereof.

Incremental Term Loans. Subject to Section 2.17, and upon the other terms and conditions set forth herein and the relevant Incremental Term Loan Agreementherein, (i) each Incremental Term Lender severally agrees to make with an Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees, to make a term loan (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the BorrowerIncremental Term Loan Borrower for such Tranche, at any time and from time which Incremental Term Loans: (i) shall be incurred pursuant to time during the period from the effective date of a single drawing for such Tranche on the applicable Incremental Term Loan Agreement to sixty Borrowing Date for the purposes described in Section 9.11(a); (60ii) days following such dateshall be denominated in U.S. Dollars; (iii) shall, which Incremental Term Loans: (i) may only be incurred on except as hereinafter provided, at the date or dates set forth in option of the relevant Incremental Term Loan Agreement; (ii) may Borrower for such Tranche, be made incurred and maintained as one Borrowing of Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in the form Section 2.10(b), all such Incremental Term Loans of a new Series given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided same Type; and (iv) shall not exceed for in the relevant any such Incremental Term Loan Agreement; and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender (as set forth in for such Tranche on the relevant respective Incremental Term Loan AgreementBorrowing Date (before giving effect to the reduction thereof on such date pursuant to Section 4.03(b); provided, however, that the Borrower may not request more than two (2) draws with respect to each Series of Incremental Term Loans, one of which must be on the effective date of the applicable Incremental Term Loan Agreement). Once repaid or prepaidrepaid, Incremental Term Loans may not be reborrowed; provided that this Section 2.01(b) shall not limit the Borrower’s right to request additional Incremental Term Loans pursuant to Section 2.17 hereof.

Incremental Term Loans. Subject to Section 2.17, the other terms and conditions set forth herein and the relevant Incremental Term Loan Agreement, each Incremental Term Lender severally agrees to make an Incremental Term Loan to the Borrower, at any time and from time to time during the period from the effective date of the applicable Incremental Term Loan Agreement to sixty (60) days following such date, which Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Incremental Term Loan Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreement; and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed the Incremental of up to $500,000,000 may be borrowed hereunder pursuant to one or more Term Commitment of such Incremental Term Lender (as set forth Loan Supplements and may share pari passu in the relevant Incremental Collateral; provided that (i) Term Loan Agreement); provided, however, that Lenders reasonably acceptable to the Borrower may not request more than two (2) draws with respect Administrative Agent are willing to each Series of Incremental provide such Term Loans, one (ii) such Term Loans mature no earlier than August 16, 2014, (iii) the Net Cash Proceeds received from the incurrence of which must such Term Loans shall be used to redeem Senior Notes that mature prior to the Revolving Credit Termination Date and (iv) after giving effect to such incurrence and redemption, the Borrower will be in compliance with Sections 5.11 and 5.12 for the four Fiscal Quarters most recently ended on or prior to the date of such incurrence and redemption as if such incurrence and redemption had occurred on the effective date first day of such period. Each Term Loan Supplement shall (i) specify the aggregate principal amount of the applicable Incremental related Class of Term Loans, (ii) identify the initial Term Loan Agreement. Once repaid or prepaidLenders providing such Term Loans, Incremental and the respective principal amounts to be provided by each, (iii) specify the applicable Maturity Date for such Class of Term Loans, which shall comply with clause (ii) of the preceding sentence, (iv) specify any scheduled amortization prior to the Maturity Date of such Class of Term Loans, which shall not exceed 1% of the initial aggregate principal amount thereof in any calendar year prior to 2013, (v) specify the terms of any optional and mandatory prepayments of such Class of Term Loans, including applicable prepayment premiums, if any, (vi) specify any limitations on any subsequent Classes of Term Loans may not to be reborrowed; provided that incurred hereunder (in addition to those specified in this Section 2.01(b2.01(c)), (vii) shall specify such other terms and conditions relating to such Class of Term Loans as are not limit materially inconsistent with the other provisions of this Agreement and the other Loan Documents and (viii) be executed and delivered by the Borrower’s right to request additional Incremental , the Administrative Agent and each initial Term Loans pursuant to Section 2.17 hereofLoan Lender of such Class.

Incremental Term Loans. Subject to Section 2.172.20, the other terms and conditions set forth herein and the relevant Incremental Term Loan Agreement, each Incremental Term Lender severally agrees to make an Incremental Term Loan to the Borrower, at any time and from time to time during the period from the effective date of the applicable Incremental Term Loan Agreement to sixty forty (6040) days following such date, which Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Incremental Term Loan Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreement; and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed the Incremental Term Commitment of such Incremental Term Lender (as set forth in the relevant Incremental Term Loan Agreement); provided, however, that the Borrower may not request more than two (2) draws with respect to each Series of Incremental Term Loans, one of which must be on the effective date of the applicable Incremental Term Loan Agreement. Once repaid or prepaid, Incremental Term Loans may not be reborrowed; provided that this Section 2.01(b) shall not limit the Borrower’s right to request additional Incremental Term Loans pursuant to Section 2.17 2.20 hereof. The applicable Incremental Term Loan Agreement shall set forth whether the prepayment of the Incremental Term Loans shall automatically increase the aggregate amount of the Revolving Commitments upon any prepayment thereof in connection with a Permitted Acquisition or capital expenditure, so long as no Default shall have occurred and be continuing, in accordance with Section 2.05(f) and 5.13(d).

Incremental Term Loans. (a) Subject only to Section 2.17, the other terms and conditions set forth herein and the relevant in Section 23 of this Amendment, each 2021 Incremental Lender with a commitment (each, a “2021 Incremental Term Loan Agreement, each Incremental Term Lender Lender”) severally agrees to make an a 2021 Incremental Term Loan denominated in Dollars to the Borrower, US Borrower at any time and from time to time during the period from the effective date of the applicable Incremental Term Loan Agreement to sixty (60) days following such dateAvailability Period for any Certain Funds Purpose on, which Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Incremental Term Loan Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case and subject to the extent provided for in occurrence of, the relevant 2021 Initial Incremental Term Loan Agreement; Closing Date and (iii) shall be made by each such 2021 Subsequent Incremental Term Lender Closing Date, in an aggregate principal amount which does not exceed the up to its 2021 Incremental Term Loan Commitment denominated in Dollars (as to each such 2021 Incremental Term Lender, its “2021 Term Loan Commitment”). The “2021 Incremental Term Loan Commitment” of each 2021 Incremental Lender is the amount set forth opposite such 2021 Incremental Lender’s name on Schedule 1 hereto. Any unfunded portion of any 2021 Incremental Term Loan Commitment shall automatically and irrevocably terminate at 12:01 a.m. on the calendar day immediately following last day of the Certain Funds Period. It is understood and agreed that each 2021 Incremental Term Lender (may act through such of its affiliates or branches as set forth it deems appropriate in order to fulfill its obligations pursuant to this paragraph but for the relevant avoidance of doubt, this shall not in any way relieve such 2021 Incremental Term Lender from its obligations to fund any 2021 Incremental Term Loan Agreement); provided, however, that the Borrower may not request more than two (2) draws with respect to each Series or any of Incremental Term Loans, one of which must be on the effective date of the applicable Incremental Term Loan Agreement. Once repaid or prepaid, Incremental Term Loans may not be reborrowed; provided that this Section 2.01(b) shall not limit the Borrower’s right to request additional Incremental Term Loans its other obligations pursuant to Section 2.17 hereofthis paragraph.

Incremental Term Loans. Subject to Section 2.17, (a) On the other terms and subject to the conditions set forth herein and in the relevant Incremental Term Credit Agreement and in reliance upon the representations and warranties set forth herein and in the other Loan AgreementDocuments, (i) each Incremental Tranche C Term Lender agrees, severally agrees and not jointly, to make make, on each Funding Date applicable to the Incremental Tranche C Commitments, an Incremental Tranche C Term Loan to the U.S. Borrower, at any time and from time to time during the period from the effective date of the applicable Incremental Term Loan Agreement to sixty (60) days following such datein dollars, which Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Incremental Term Loan Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreement; and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not to exceed its Incremental Tranche C Commitment, and (ii) each Incremental Tranche D Term Lender agrees, severally and not jointly, to make, on each Funding Date applicable to the Incremental Term Commitment of such Tranche D Commitments, an Incremental Term Lender (as set forth in the relevant Incremental Tranche D Term Loan Agreement); providedto the U.S. Borrower, howeverin dollars, that the Borrower may in an aggregate principal amount not request more than two (2) draws with to exceed its Incremental Tranche D Commitment. Amounts paid or prepaid in respect to each Series of Incremental Term Loans, one of which must be on the effective date of the applicable Incremental Term Loan Agreement. Once repaid or prepaid, New Incremental Term Loans may not be reborrowed; provided that this Section 2.01(b. (b) The New Incremental Term Loan Commitment of each New Incremental Term Lender shall not limit automatically reduce pro tanto by the Borrower’s right aggregate principal amount of the related New Incremental Term Loan made by such Lender on a Funding Date, and shall automatically terminate on the date (the “New Incremental Term Loan Commitment Termination Date”) which is the earlier to request additional occur of (i) the termination or expiration of each of the Purchase Agreements and (ii) 5:00 p.m., New York City time, on the 180th day after the Effective Date. (c) The proceeds of the New Incremental Term Loans pursuant are to Section 2.17 hereofbe used by the Borrowers solely for the purposes set forth in Recital C of this Agreement.

Incremental Term Loans. Subject to Section 2.172.14, the other terms and conditions set forth herein and the relevant Incremental Term Loan Commitment Agreement, each Lender with an Incremental Term Lender Loan Commitment severally agrees to make a term loan or term loans (each, an “Incremental Term Loan to Loan” and, collectively, the Borrower, at any time and from time to time during the period from the effective date of the applicable “Incremental Term Loan Agreement Loans”) to sixty (60) days following such dateBorrower, which Incremental Term Loans: (i) may only be incurred on the date one or dates set forth in the relevant more Incremental Term Loan AgreementBorrowing Dates (which dates, in any event shall not be later than the Term Loan Maturity Date); (ii) may except as hereafter provided, shall, at the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Rate Loans, provided that all Incremental Term Loans made in as part of the form of a new Series same Borrowing shall, unless otherwise specifically provided herein, consist of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreementsame Type; and (iii) shall be made by each such Incremental Term Lender in an that aggregate principal amount which does not exceed the Incremental Term Loan Commitment of such Incremental Term Lender (as set forth in the relevant Incremental Term Loan Commitment Agreement); provided, however, that the Borrower may not request more than two (2) draws with respect to each Series of Incremental Term Loans, one of which must be on the effective date of the applicable Incremental Term Loan AgreementBorrowing Date and (iv) shall not exceed $50,000,000 in aggregate principal amount for all Incremental Term Loans made by all Incremental Term Loan Lenders pursuant to this Agreement and the various Incremental Term Loan Commitment Agreements. Once repaid prepaid or prepaidrepaid, Incremental Term Loans may not be reborrowed; provided that this Section 2.01(b) shall not limit the Borrower’s right to request additional Incremental Term Loans pursuant to Section 2.17 hereof.

Incremental Term Loans. Subject to Section 2.17, shall be determined by the other terms Borrower and conditions set forth herein and the relevant Incremental Term Loan Agreement, each Incremental Term Lender severally agrees to make an Incremental Term Loan to the Borrower, at any time and from time to time during the period from the effective date of the applicable Incremental Term Loan Agreement to sixty (60) days following such date, which Incremental Term Loans: (i) may only Lenders and shall be incurred on the date or dates set forth in the relevant each applicable Incremental Term Loan Assumption Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreement; and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed the Incremental Term Commitment of such Incremental Term Lender (as set forth in the relevant Incremental Term Loan Agreement); provided, however, that the Borrower may All- In Yield applicable to such TLB1&3 Incremental Term Loans denominated in the same currency as the 2022 Refinancing Term Loans shall not request more be greater than two (2) draws the applicable All-In Yield payable pursuant to the terms of the Loan Documents as amended through the date of such calculation with respect to each Series of the 2022 Refinancing Term Loans unless the interest rate (together with, as provided in the proviso below, any Term SOFR floor or Alternate Base Rate floor) with respect to the 2022 Refinancing Term Loans is increased so as to cause the then applicable All-In Yield under the Loan Documents on the 2022 Refinancing Term Loans to equal the All-In Yield then applicable to the TLB1&3 Incremental Term Loans; provided that any increase in All-In Yield to the 2022 Refinancing Term Loans due to the application or imposition of a Term SOFR floor or an Alternate Base Rate floor on any New Incremental Term Loan shall be effected, one at the Borrower’s option, (A) through an increase in (or implementation of, as applicable) any Term SOFR floor or Alternate Base Rate floor, as applicable, with respect to the 2022 Refinancing Term Loans (for the avoidance of which must be on doubt, not to exceed the effective date applicable Term SOFR floor or Alternate Base Rate floor, as applicable, of the applicable TLB1&3 Incremental Term Loan Agreement. Once repaid or prepaidLoans), Incremental (B) through an increase in the Applicable Margin for the 2022 Refinancing Term Loans may not be reborrowed; provided that this Section 2.01(bor (C) shall not limit the Borrower’s right to request additional Incremental Term Loans pursuant to Section 2.17 hereofany combination of (A) and (B) above.

Incremental Term Loans. Subject to Section 2.17, (a) On the other terms and subject to the conditions set forth herein and in the relevant Incremental Term Credit Agreement and in reliance upon the representations and warranties set forth herein and in the other Loan AgreementDocuments, (i) each Incremental Tranche B-1 Term Lender agrees, severally agrees and not jointly, to make make, on the B-1 Funding Date, an Incremental Tranche B-1 Term Loan to the U.S. Borrower, at any time and from time to time during the period from the effective date of the applicable Incremental Term Loan Agreement to sixty (60) days following such datein dollars, which Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Incremental Term Loan Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreement; and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not to exceed the its Incremental Term Tranche B-1 Commitment of such and (ii) each Incremental Tranche B-2 Term Lender (as set forth in agrees, severally and not jointly, to make, on the relevant B-2 Funding Date, an Incremental Tranche B-2 Term Loan Agreement); providedto the U.S. Borrower, howeverin dollars, that the Borrower may in an aggregate principal amount not request more than two (2) draws with to exceed its Incremental Tranche B-2 Commitment. Amounts paid or prepaid in respect to each Series of Incremental Term Loans, one of which must be on the effective date of the applicable Incremental Term Loan Agreement. Once repaid or prepaid, New Incremental Term Loans may not be reborrowed; provided that this Section 2.01(b. (b) The New Incremental Term Loan Commitment of each New Incremental Term Lender shall not limit automatically terminate upon the Borrower’s right to request additional earlier of (i)(x) in the case of an Incremental Tranche B-1 Commitment, the making of the Incremental Tranche B-1 Term Loans on the B-1 Funding Date or (y) in the case of an Incremental Tranche B-2 Commitment, the making of the Incremental Tranche B-2 Term Loans on the B-2 Funding Date and (ii) 5:00 p.m., New York City time on the date which is 90 days after the Effective Date (the “New Incremental Term Loan Commitment Termination Date”). (c) The proceeds of the New Incremental Term Loans pursuant are to Section 2.17 hereofbe used by the U.S. Borrower solely for the purposes set forth in Recital B of this Agreement.

Incremental Term Loans. Subject to Section 2.172.20, the other terms and conditions set forth herein and the relevant Incremental Term Loan Agreement, each Incremental Term Lender severally agrees to make an Incremental Term Loan to the Borrower, at any time and from time to time during the period from the effective date of the applicable Incremental Term Loan Agreement to sixty forty (6040) days following such date, which Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Incremental Term Loan Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreement; and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed the Incremental Term Commitment of such Incremental Term Lender (as set forth in the relevant Incremental Term Loan Agreement); provided, however, that the Borrower may not request more than two (2) draws with respect to each Series of Incremental Term Loans, one of which must be on the effective date of the applicable Incremental Term Loan Agreement. Once repaid or prepaid, Incremental Term Loans may not be reborrowed; provided that this Section 2.01(b) shall not limit the Borrower’s right to request additional Incremental Term Loans pursuant to Section 2.17 2.20 hereof. The applicable Incremental Term Loan Agreement shall set forth whether the prepayment of the Incremental Term Loans shall automatically increase the aggregate amount of the Revolving Commitments upon any prepayment thereof in connection with a Permitted Acquisition or capital expenditure, so long as no Default shall have occurred and be continuing, in accordance with Section 2.05(f) and 5.14(d).

Incremental Term Loans. (a) This First Lien Amendment No. 3 constitutes an “Incremental Amendment” pursuant to Section 2.14 of the First Lien Credit Agreement and a “Loan Document”. (b) Subject to Section 2.17, the other terms and conditions set forth herein and herein, the relevant Incremental Term Loan Agreement, each 2015-2 Incremental Term Lender severally agrees to make an Incremental Term Loan to the Borrower, at any time and from time to time during the period from the effective date of the applicable Incremental Term Loan Agreement to sixty (60) days following such date, which Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Incremental Term Loan Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in Borrowers on the relevant Incremental Term Loan Agreement; and First Lien Amendment No. 3 Effective Date (iiias defined below) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed equal to the aggregate principal amount of the 2015-2 Incremental Term Commitment of Commitments (such Incremental Term Lender (as set forth in the relevant Incremental Term Loan Agreement); provided, however, that the Borrower may not request more than two (2) draws with respect to each Series of Incremental Term Loans, one of which must be on the effective date of the applicable “2015-2 Incremental Term Loan AgreementLoans”), subject to the conditions set forth in Section 5 hereof. Once repaid or prepaidFrom and after the making thereof, the 2015-2 Incremental Term Loans may not shall have terms and provisions (including without limitation, as to interest, maturity, premiums and repayments) identical to the 2015-1 Term Loans outstanding under the First Lien Credit Agreement immediately prior to the First Lien Amendment No. 3 Effective Date and each reference to the 2015-1 Term Loans and the 2015-1 Term Lenders in the Credit Agreement and each other Loan Document shall be reborrowed; provided that this Section 2.01(b) shall not limit deemed to include the Borrower’s right to request additional 2015-2 Incremental Term Loans pursuant and the 2015-2 Incremental Term Lender, in each case, except as otherwise expressly set forth in this First Lien Incremental Amendment No. 3. The 2015-1 Term Loans and the 2015-2 Incremental Term Loans shall constitute the same Class of Loans and the 2015-1 Term Lenders and 2015-2 Incremental Term Lender shall constitute the same Class of Lenders. (c) The following definitions shall be deemed to be added to Section 2.17 hereof.1.01 of the First Lien Credit Agreement effective as of the First Lien Amendment No. 3 Effective Date: