Common use of Notices; Xxxxxx Elections Clause in Contracts

Notices; Xxxxxx Elections. Each notice from the Parent Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the Incremental Commitments. At the time of the sending of such notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Incremental Loans (or any portion thereof) may be made by any existing Lender or by any other bank or investing entity satisfactory to the Administrative Agent and each L/C Issuer (but in no case (i) by any Borrower or any Borrowers’ Affiliates or Subsidiaries, (ii) by any Defaulting Lender or any of its Subsidiaries, (iii) by any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in clause (ii) or (iv) by any natural person) (each, except to the extent excluded pursuant to the foregoing parenthetical, an “Incremental Lender”), in each case on terms permitted in this Section and otherwise on terms reasonably acceptable to the Administrative Agent and L/C Issuer, provided that the Administrative Agent, L/C Issuer, the Swing Line Lender and the Parent Borrower shall have consented (not to be unreasonably withheld) to such Lender’s or Incremental Lender’s, as the case may be, making such Incremental Loans if such consent would be required under Section 10.06 for an assignment of Loans to such Lender or Incremental Lender, as the case may be. No Lender shall be obligated to provide any Incremental Loans, unless it so agrees. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide an Incremental Commitment and, if so, whether by an amount equal to, greater than, or less than its Revolving Facility Percentage of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under the Facility). Any Lender not responding within such time period shall be deemed to have declined to provide an Incremental Commitment. The Administrative Agent shall notify the Parent Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Parent Borrower may also invite additional Eligible Assignees to become Lenders pursuant to an accession agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

Notices; Xxxxxx Elections. Each notice from the Parent Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the Incremental Term Commitments. At the time of the sending of such notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Appropriate Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Appropriate Lenders). Incremental Term Loans (or any portion thereof) may be made by any existing Lender under the applicable Term Facility or by any other bank or investing entity satisfactory to the Administrative Agent and each L/C Issuer (but in no case (i) by any Borrower or any Borrowers’ Affiliates or SubsidiariesLoan Party, (ii) by any Defaulting Lender or any of its Subsidiaries, (iii) by any Person who is not a “Qualified Purchaser” for purposes of Section 3(c)(7) of the Investment Company Act of 1940, (iv) by any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in clause clauses (ii) or (iii), or (iv) by any natural person) (each, except to the extent excluded pursuant to the foregoing parenthetical, an “Incremental Lender”), in each case on terms permitted in this Section and otherwise on terms reasonably acceptable to the Administrative Agent and L/C IssuerAgent, provided that the Administrative Agent, L/C Issuer, the Swing Line Lender and the Parent Borrower Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Incremental Lender’s, as the case may be, making such Incremental Term Loans if such consent would be required under Section 10.06 for an assignment of Term Loans to such Lender or Incremental Lender, as the case may be. No Lender shall be obligated to provide any Incremental Term Loans, unless it so agrees. Each Appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide an Incremental Term Commitment and, if so, whether by an amount equal to, greater than, or less than its Revolving Facility Applicable Percentage of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under the Facilityapplicable Term Facilities held by each Appropriate Lender). Any Lender not responding within such time period shall be deemed to have declined to provide an Incremental Term Commitment. The Administrative Agent shall notify the Parent Borrower and each Appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Parent Borrower may also invite additional Eligible Assignees to become Lenders pursuant to an accession agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

Notices; Xxxxxx Elections. Each notice from the Parent Borrower Company pursuant to this Section shall set forth the requested amount and proposed terms of the Incremental CommitmentsIncrease. Incremental Increases (or any portion thereof) may be provided by any existing Lender or by any other bank or financial institution that is an Eligible Assignee (each such existing Lender or other bank or other financial institution, an “Incremental Lender”), in each case on terms permitted in this Section and otherwise on terms reasonably acceptable to the Administrative Agent; provided that any existing Lender approached to provide all or a portion of any Incremental Increase may elect or decline, in its sole discretion, to provide all or a portion of such Incremental Increase. At the time of the sending of such notice, the Parent Borrower Company (in consultation with the Administrative Agent) shall specify the time period within which each proposed Incremental Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). such proposed Incremental Loans Lenders (or any portion thereof) may be made such shorter period agreed to by any existing Lender or by any other bank or investing entity satisfactory to the Administrative Agent and each L/C Issuer (but in no case (i) by any Borrower or any Borrowers’ Affiliates or Subsidiaries, (ii) by any Defaulting Lender or any of its Subsidiaries, (iii) by any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in clause (ii) or (iv) by any natural person) (each, except to the extent excluded pursuant to the foregoing parenthetical, an “Incremental Lender”), in each case on terms permitted in this Section and otherwise on terms reasonably acceptable to the Administrative Agent and L/C Issuer, provided that the Administrative Agent, L/C Issuer, the Swing Line Lender and the Parent Borrower shall have consented (not to be unreasonably withheld) to such Lender’s or Incremental Lender’s, as the case may be, making such Incremental Loans if such consent would be required under Section 10.06 for an assignment of Loans to such Lender or Incremental Lender, as the case may be. No Lender shall be obligated to provide any Incremental Loans, unless it so agrees)). Each proposed Incremental Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide an any portion of the Incremental Commitment Increase and, if so, whether by an amount equal to, greater than, or less than its Revolving Facility Percentage of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under the Facility)requested. Any Lender Person not responding within such time period shall be deemed to have declined to provide an any portion of such Incremental CommitmentIncrease; provided that if, within three Business Days following the date of delivery of notice to a proposed Incremental Lender of a request to provide a portion of the Incremental Increase, such proposed Incremental Lender fails to notify the Administrative Agent that it requires additional time in order to obtain approvals necessary to provide a portion of the Incremental Increase, then such proposed Incremental Lender may be deemed by the Company and the Administrative Agent to have declined to provide a portion of the Incremental Increase. The Administrative Agent shall notify the Parent Borrower Company and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Parent Borrower may also invite additional Any Eligible Assignees Assignee invited to become Lenders a Lender pursuant to an accession this Section 2.15 shall do so pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

Notices; Xxxxxx Elections. Each The notice from the Parent Borrower Company to the Administrative Agent delivered pursuant to this Section 3.1 shall set forth the requested amount and proposed terms of the Incremental CommitmentsRevolving Credit Commitments Increases, which proposed terms shall not be inconsistent with the requirements of Section 3.2. At the time of the sending of such notice, the Parent Borrower Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). Incremental Revolving Credit Loans (or any portion thereof) may be made by any existing Lender or by any other bank or investing entity satisfactory to the Administrative Agent and each L/C Issuer financial institution (but in no case (i) by any Borrower such bank or any Borrowers’ Affiliates or Subsidiaries, (ii) by any Defaulting Lender or any of its Subsidiaries, (iii) by any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in clause (ii) or (iv) by any natural person) (each, except to the extent excluded pursuant to the foregoing parentheticalother financial institution, an “Incremental Lender”), in each case on terms permitted in this Section Article 3 and otherwise on terms reasonably acceptable to the Administrative Agent and L/C IssuerAgent, provided that the Administrative Agent, L/C Issuer, the Swing Line Lender Agent and the Parent Borrower Issuing Lender shall have consented (which consent shall not to be unreasonably withheld) to such Lender’s or Incremental Lender’s, as the case may be, making such Incremental Revolving Credit Loans if such consent would be required under Section 10.06 12.6 for an assignment of Loans to such Lender or Incremental Lender, as the case may be. No Lender shall be obligated to provide any Incremental LoansRevolving Credit Commitment Increase, unless it so agrees. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide an Incremental a Revolving Credit Commitment Increase and, if so, whether by an amount equal to, greater than, or less than its Revolving Facility Commitment Percentage of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under all the FacilityLoans held by each Lender). Any Lender not responding within such time period shall be deemed to have declined to provide an Incremental Commitmenta Revolving Credit Commitment Increase. The Administrative Agent shall notify the Parent Borrower Company and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Parent Borrower Company may also invite additional Eligible Assignees to become Incremental Lenders pursuant to an accession a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

Notices; Xxxxxx Elections. Each The notice from the Parent Borrower Company to the Administrative Agent delivered pursuant to this Section 3.1 shall set forth the requested amount and proposed terms of the Incremental CommitmentsRevolving Credit Commitment Increases, which proposed terms shall not be inconsistent with the requirements of Section 3.2. At the time of the sending of such notice, the Parent Borrower Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). Incremental Revolving Credit Loans (or any portion thereof) may be made by any existing Lender or by any other bank or investing entity satisfactory to the Administrative Agent and each L/C Issuer financial institution (but in no case (i) by any Borrower such bank or any Borrowers’ Affiliates or Subsidiaries, (ii) by any Defaulting Lender or any of its Subsidiaries, (iii) by any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in clause (ii) or (iv) by any natural person) (each, except to the extent excluded pursuant to the foregoing parentheticalother financial institution, an “Incremental Lender”), in each case on terms permitted in this Section Article 3 and otherwise on terms reasonably acceptable to the Administrative Agent and L/C IssuerAgent, provided that the Administrative Agent, L/C Issuer, the Swing Line Lender Agent and the Parent Borrower Issuing Lender shall have consented (which consent shall not to be unreasonably withheld) to such Lender’s or Incremental Lender’s, as the case may be, making such Incremental Revolving Credit Loans if such consent would be required under Section 10.06 12.6 for an assignment of Loans to such Lender or Incremental Lender, as the case may be. No Lender shall be obligated to provide any Incremental LoansRevolving Credit Commitment Increase, unless it so agrees. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide an Incremental a Revolving Credit Commitment Increase and, if so, whether by an amount equal to, greater than, or less than its Revolving Facility Commitment Percentage of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under all the FacilityLoans held by each Lender). Any Lender not responding within such time period shall be deemed to have declined to provide an Incremental Commitmenta Revolving Credit Commitment Increase. The Administrative Agent shall notify the Parent Borrower Company and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Parent Borrower Company may also invite additional Eligible Assignees to become Incremental Lenders pursuant to an accession a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

Notices; Xxxxxx Elections. Each notice from the Parent Borrower Company pursuant to this Section shall set forth the requested amount and proposed terms of the Incremental CommitmentsIncrease. Incremental Increases (or any portion thereof) may be provided by any existing Lender or by any other bank or financial institution that is an Eligible Assignee (each such existing Lender or other bank or other financial institution, an “Incremental Lender”), in each case on terms permitted in this Section 2.15 and otherwise on terms reasonably acceptable to the Administrative Agent; provided that any existing Lender approached to provide all or a portion of any Incremental Increase may elect or decline, in its sole discretion, to provide all or a portion of such Incremental Increase. At the time of the sending of such notice, the Parent Borrower Company (in consultation with the Administrative Agent) shall specify the time period within which each proposed Incremental Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). such proposed Incremental Loans Lenders (or any portion thereof) may be made such shorter period agreed to by any existing Lender or by any other bank or investing entity satisfactory to the Administrative Agent and each L/C Issuer (but in no case (i) by any Borrower or any Borrowers’ Affiliates or Subsidiaries, (ii) by any Defaulting Lender or any of its Subsidiaries, (iii) by any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in clause (ii) or (iv) by any natural person) (each, except to the extent excluded pursuant to the foregoing parenthetical, an “Incremental Lender”), in each case on terms permitted in this Section and otherwise on terms reasonably acceptable to the Administrative Agent and L/C Issuer, provided that the Administrative Agent, L/C Issuer, the Swing Line Lender and the Parent Borrower shall have consented (not to be unreasonably withheld) to such Lender’s or Incremental Lender’s, as the case may be, making such Incremental Loans if such consent would be required under Section 10.06 for an assignment of Loans to such Lender or Incremental Lender, as the case may be. No Lender shall be obligated to provide any Incremental Loans, unless it so agrees)). Each proposed Incremental Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide an any portion of the Incremental Commitment Increase and, if so, whether by an amount equal to, greater than, or less than its Revolving Facility Percentage of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under the Facility)requested. Any Lender Person not responding within such time period shall be deemed to have declined to provide an any portion of such Incremental CommitmentIncrease; provided that if, within three (3) Business Days following the date of delivery of notice to a proposed Incremental Lender of a request to provide a portion of the Incremental Increase, such proposed Incremental Lender fails to notify the Administrative Agent that it requires additional time in order to obtain approvals necessary to provide a portion of the Incremental Increase, then such proposed Incremental Lender may be deemed by the Company and the Administrative Agent to have declined to provide a portion of the Incremental Increase. The Administrative Agent shall notify the Parent Borrower Company and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Parent Borrower may also invite additional Any Eligible Assignees Assignee invited to become Lenders a Lender pursuant to an accession this Section 2.15 shall do so pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

Notices; Xxxxxx Elections. Each The notice from the Parent Borrower Company to the Administrative Agent delivered pursuant to this Section 3.1 shall set forth the requested amount and proposed terms of the Incremental CommitmentsRevolving Credit Commitments Increases, which proposed terms shall not be inconsistent with the requirements of Section 3.2. At the time of the sending of such notice, the Parent Borrower Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days (10) days from the date of delivery of such notice to the Lenders). Incremental Revolving Credit Loans (or any portion thereof) may be made by any existing Lender or by any other bank or investing entity satisfactory to the Administrative Agent and each L/C Issuer financial institution (but in no case (i) by any Borrower such bank or any Borrowers’ Affiliates or Subsidiaries, (ii) by any Defaulting Lender or any of its Subsidiaries, (iii) by any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in clause (ii) or (iv) by any natural person) (each, except to the extent excluded pursuant to the foregoing parentheticalother financial institution, an “Incremental Lender”), in each case on terms permitted in this Section Article 3 and otherwise on terms reasonably acceptable to the Administrative Agent and L/C IssuerAgent, provided that the Administrative Agent, L/C Issuer, the Swing Line Lender Agent and the Parent Borrower Issuing Lender (in the case of the Issuing Lender, solely in the event the Incremental Lender is not an existing Lender) shall have consented (which consent shall not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Incremental Lender’s, as the case may be, making such Incremental Revolving Credit Loans if such consent would be required under Section 10.06 12.6 for an assignment of Loans to such Lender or Incremental Lender, as the case may be. No Lender shall be obligated to provide any Incremental LoansRevolving Credit Commitment Increase, unless it so agrees. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide an Incremental a Revolving Credit Commitment Increase and, if so, whether by an amount equal to, greater than, or less than its Revolving Facility Commitment Percentage of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under all the FacilityLoans held by each Lender). Any Lender not responding within such time period shall be deemed to have declined to provide an Incremental Commitmenta Revolving Credit Commitment Increase. The Administrative Agent shall notify the Parent Borrower Company and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Parent Borrower Company may also invite additional Eligible Assignees to become Incremental Lenders pursuant to an accession a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

Notices; Xxxxxx Elections. Each notice from the Parent Borrower Company pursuant to this Section shall set forth the requested amount and proposed terms of the Incremental CommitmentsIncrease. Incremental Increases (or any portion thereof) may be provided by any existing Lender or by any other bank or financial institution that is an Eligible Assignee (each such 150575819 existing Lender or other bank or other financial institution, an “Incremental Lender”), in each case on terms permitted in this Section 2.15 and otherwise on terms reasonably acceptable to the Administrative Agent; provided that any existing Lender approached to provide all or a portion of any Incremental Increase may elect or decline, in its sole discretion, to provide all or a portion of such Incremental Increase. At the time of the sending of such notice, the Parent Borrower Company (in consultation with the Administrative Agent) shall specify the time period within which each proposed Incremental Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). such proposed Incremental Loans Lenders (or any portion thereof) may be made such shorter period agreed to by any existing Lender or by any other bank or investing entity satisfactory to the Administrative Agent and each L/C Issuer (but in no case (i) by any Borrower or any Borrowers’ Affiliates or Subsidiaries, (ii) by any Defaulting Lender or any of its Subsidiaries, (iii) by any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in clause (ii) or (iv) by any natural person) (each, except to the extent excluded pursuant to the foregoing parenthetical, an “Incremental Lender”), in each case on terms permitted in this Section and otherwise on terms reasonably acceptable to the Administrative Agent and L/C Issuer, provided that the Administrative Agent, L/C Issuer, the Swing Line Lender and the Parent Borrower shall have consented (not to be unreasonably withheld) to such Lender’s or Incremental Lender’s, as the case may be, making such Incremental Loans if such consent would be required under Section 10.06 for an assignment of Loans to such Lender or Incremental Lender, as the case may be. No Lender shall be obligated to provide any Incremental Loans, unless it so agrees)). Each proposed Incremental Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide an any portion of the Incremental Commitment Increase and, if so, whether by an amount equal to, greater than, or less than its Revolving Facility Percentage of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under the Facility)requested. Any Lender Person not responding within such time period shall be deemed to have declined to provide an any portion of such Incremental CommitmentIncrease; provided that if, within three (3) Business Days following the date of delivery of notice to a proposed Incremental Lender of a request to provide a portion of the Incremental Increase, such proposed Incremental Lender fails to notify the Administrative Agent that it requires additional time in order to obtain approvals necessary to provide a portion of the Incremental Increase, then such proposed Incremental Lender may be deemed by the Company and the Administrative Agent to have declined to provide a portion of the Incremental Increase. The Administrative Agent shall notify the Parent Borrower Company and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Parent Borrower may also invite additional Any Eligible Assignees Assignee invited to become Lenders a Lender pursuant to an accession this Section 2.15 shall do so pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.