Common use of Incremental Term Loans on the Clause in Contracts

Incremental Term Loans on the. Amendment No. 7 Effective Date, as applicable, and specifying (i) the amount to be borrowed, (ii) the Type of Loans, (iii) the applicable Interest Period, and (iv) instructions for remittance of the Term Loans to be borrowed. If the Borrower fails to specify the Type of Closing Date Term Loans, Amendment No. 1 Incremental Term Loans, Amendment No. 2 Incremental Term Loans or, Amendment No. 6 Refinancing Term Loans or Amendment No. 7 Incremental Term Loans, as applicable, they shall be made as ABR Loans. Notwithstanding the foregoing, such notices may be conditioned on the occurrence of the Closing Date, the Amendment No. 1 Effective Date, Amendment No. 2 Effective Date or, the Amendment No. 6 Effective Date or the Amendment No. 7 Effective Date, as applicable, or, with respect to other Incremental Term Loans, may be conditioned on the occurrence of any transaction utilizing such Incremental Term Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 1:00 p.m. (New York City time) on the Closing Date, the Amendment No. 1 Effective Date, the Amendment No. 2 Effective Date or, the Amendment No. 6 Effective Date or the Amendment No. 7 Effective Date, as applicable, each such Term Lender shall make available to the Administrative Agent at the Administrative Agent’s Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. Such borrowing will then be made available to the Term Borrowers by the Administrative Agent crediting such account or by wire transfer as is designated in writing to the Administrative Agent by the Borrower Representative (or as otherwise directed by the Borrower Representative), with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders and in like funds as received by the Administrative Agent. With respect to any payment that the Administrative Agent makes for the account of the Lenders under this Agreement as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the Borrower Representative (on behalf of the Borrowers under any Facility) have not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower Representative (on behalf of the Borrowers under any Facility) (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders, as the case may be, severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender with respect to any amount owing under this Section ‎2.2 shall be conclusive, absent manifest error. This Section ‎2.2 shall solely be an agreement between the Administrative Agent and the Lenders.

Incremental Term Loans on the. Amendment No. 7 4 Effective Date, as applicable, and specifying such Borrowing Request may be delivered not later than 11:00 a.m. one (i1) Business Day prior to the amount to be borrowedrequested day of such Borrowing), (ii) 11:00 a.m. four (4) Business Days prior to the Type requested day of Loansany Borrowing, conversion to or continuation of LIBO Rate Loans or RFR Loans denominated in a Revolving Alternative Currency and (iii) 11:00 a.m. on the requested date of any Borrowing of ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans or Term SOFR Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period, Period is available to them and (ivB) instructions for remittance of the Term Loans to be borrowed. If the Borrower fails to specify the Type of Closing Date Term Loans, Amendment No. 1 Incremental Term Loans, Amendment No. 2 Incremental Term Loans or, Amendment No. 6 Refinancing Term Loans or Amendment No. 7 Incremental Term Loans, as applicable, they shall be made as ABR Loans. Notwithstanding the foregoing, such notices may be conditioned on the occurrence of the Closing Date, the Amendment No. 1 Effective Date, Amendment No. 2 Effective Date or, the Amendment No. 6 Effective Date or the Amendment No. 7 Effective Date, as applicable, or, with respect to other Incremental Term Loans, may be conditioned on the occurrence of any transaction utilizing such Incremental Term Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Term Lender thereofthe Borrower whether or not the requested Interest Period is available to the appropriate Lenders. Not later If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be (x) with respect to a Loan in Dollars, an ABR Loan, (y) with respect to a Loan in any Revolving Alternative Currency other than 1:00 p.m. (New York City time) on the Closing DateBritish Pounds Sterling, the Amendment No. 1 Effective Date, the Amendment No. 2 Effective Date or, the Amendment No. 6 Effective Date a Relevant Rate Loan Borrowing or the Amendment No. 7 Effective DateLIBO Rate Borrowing, as applicable, each such Term Lender shall make available to the Administrative Agent at the Administrative Agent’s Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. Such borrowing will then be made available to the Term Borrowers by the Administrative Agent crediting such account or by wire transfer as is designated in writing to the Administrative Agent by the Borrower Representative with a one month Interest Period and (or as otherwise directed by the Borrower Representative), z) with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders and in like funds as received by the Administrative Agent. With respect to any payment that the Administrative Agent makes for the account of the Lenders under this Agreement as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the Borrower Representative (on behalf of the Borrowers under any Facility) have not a Loan in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower Representative (on behalf of the Borrowers under any Facility) (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the LendersBritish Pounds Sterling, as the case may be, severally agrees with the Administrative Agent to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount an RFR Borrowing. If no Interest Period is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender specified with respect to any requested LIBO Rate Borrowing or Relevant Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no election as to the currency of the requested Borrowing is specified, then the Borrower shall be deemed to have selected a Borrowing in Dollars. The Administrative Agent shall advise each Lender of the details and amount owing under of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section ‎2.2 shall be conclusiveor (y) in the case of any LIBO Rate Borrowing, absent manifest error. This Term SOFR Borrowing or RFR Loan, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section ‎2.2 shall solely be an agreement between the Administrative Agent and the Lenders2.03.