Common use of Additional Term Loan Commitments Clause in Contracts

Additional Term Loan Commitments. At the Lead Borrower’s option, any Additional Term Loans may (i) rank pari passu (“Additional Pari Passu Term Loans”) in right of priority with respect to the Collateral and payment with respect to the Obligations in respect of the Tranche A Commitments and any corresponding and then existing Additional Pari Passu Term Loans or (ii) rank junior (“Additional Junior Term Loans”) in right of priority with respect to the Collateral and payment with respect to the Obligations in respect of the Tranche A Commitments, the Tranche A-1 Commitments, any Additional Pari Passu Term Loans, and any other Additional Junior Term Loans which remain outstanding at the time such Additional Junior Term Loan is made. Additional Pari Passu Term Loans shall constitute usage of the Tranche A Borrowing Base and during the period commencing upon the issuance of any Additional Term Loan Commitment providing for any Additional Pari Passu Term Loans and the making of such Additional Pari Passu Term Loans, the Administrative Agent shall, in the exercise of its commercially reasonable discretion, establish an Availability Reserve in respect thereof in an amount reasonably determined by the Administrative Agent (and, in cases where such Additional Pari Passu Term Loans are intended to fund all or a part of the purchase price of a Permitted Acquisition, taking into account on a pro forma basis any increase to Excess Availability which might arise upon the consummation of such Permitted Acquisition).

Additional Term Loan Commitments. At any time that no Default has occurred and is continuing, the Borrower may, by written notice to the Lead Arrangers, request that the Lead Arrangers arrange for up to $150,000,000 in aggregate principal amount of additional commitments to make Term Loans (any such commitment by a Lender or another financial institution being an “Additional Term Loan Commitment”). If the Lead Arrangers (in their reasonable discretion) consent to such request, after mutually agreeing with the Borrower upon the structure and terms of such Additional Term Loan Commitments (including as to the fees, Applicable Margin, tenor, amortization and whether such commitment will, in whole or in part, constitute a new tranche of Loans; provided that the covenants governing the new Loans shall be no more restrictive than those in this Agreement), each Lead Arranger will agree (severally and not jointly) to use commercially reasonable efforts to arrange for some or all of the Lenders or other financial institutions (reasonably acceptable to the Borrower’s option) not parties to this Agreement (each an “Additional Term Lender”) to provide such Additional Term Loan Commitments. Alternatively, the Lead Arrangers may commit to provide the full amount of the requested Additional Term Loan Commitments and then offer portions of such Additional Term Loan Commitments to other Lenders or other financial institutions (reasonably acceptable to the Borrower). Nothing contained in this Section or otherwise in this Agreement commits or is intended to commit any Lead Arranger, any Agent or any Lender to provide any portion of such Additional Term Loans may Loan Commitments. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such Additional Term Loan Commitments, (i) rank pari passu (“Additional Pari Passu the Term Loans”) in right of priority with respect to Loan Commitment Amount shall be increased by the Collateral and payment with respect to the Obligations in respect amount of the Tranche A Additional Term Loan Commitments and any corresponding and then existing Additional Pari Passu Term Loans or agreed to be so provided, (ii) rank junior the Term Loan Percentages of each Term Lender shall be proportionally adjusted to give effect to such increase and, if applicable, the addition of new financial institutions as Term Lenders hereunder, (“Additional Junior iii) the Borrower shall execute and deliver any additional Term Loans”Notes, Lender Assignment Agreements or other amendments or modifications to this Agreement or any other Loan Document as the Lead Arrangers may reasonably request, and (iv) in right any term or provision hereof or of priority with respect any other Loan Document to the Collateral and payment with respect contrary notwithstanding, increases to the Obligations in respect of the Tranche A Term Loan Commitments, changes to the Tranche A-1 Commitments, Term Loan Percentages and other similar modifications to this Agreement or any other Loan Document required to provide for the Additional Pari Passu Term Loan Commitments pursuant to this Section (including amendments and modifications required to create a new tranche of Term Loans, if applicable) may be made by the Borrower, the Lead Arrangers and any other the Additional Junior Term Loans which remain outstanding at Lenders participating in the time such Additional Junior Term Loan is madeCommitments without the need or requirement of Required Lender consent or approval. Additional Pari Passu Term Loans The Lead Arrangers shall constitute usage of be the Tranche A Borrowing Base and during the period commencing upon the issuance sole arrangers of any Additional Term Loan Commitment providing for any Additional Pari Passu Term Loans and the making of such Additional Pari Passu Term Loans, the Administrative Agent shall, in the exercise of its commercially reasonable discretion, establish an Availability Reserve in respect thereof in an amount reasonably determined by the Administrative Agent (and, in cases where such Additional Pari Passu Term Loans are intended to fund all or a part of the purchase price of a Permitted Acquisition, taking into account on a pro forma basis any increase to Excess Availability which might arise upon the consummation of such Permitted Acquisition)Commitments.

Additional Term Loan Commitments. At any time that no Event of Default has occurred and is continuing, and prior to the Stated Maturity Date of the Initial Term Loans and Delayed Draw Term Loans, the Borrower may notify the Administrative Agent that the Borrower is requesting that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other lenders not then a party to this Agreement provide additional commitments to make term loans (any such commitment, an "Additional Term Loan Commitment"; and the aggregate amount thereof agreed to be provided by the applicable Lenders or other lenders in response to any such request, an "Additional Term Loan Commitment Amount") in an aggregate amount not to exceed $50,000,000. Upon receipt of such notice, the Lead Borrower’s option, any Arrangers shall use commercially reasonable efforts to arrange for the Lenders or other Eligible Institutions to provide such Additional Term Loans may (i) rank pari passu (“Additional Pari Passu Term Loans”) Loan Commitments; provided, however, that the Lead Arrangers will first offer each of the Lenders that then has a Percentage in right excess of priority zero with respect to the Collateral applicable Tranche a pro rata portion of any such Additional Term Loan Commitments. Alternatively, Credit Suisse and/or BANA may commit to provide the full amount of the requested Additional Term Loan Commitments and payment with respect then offer portions of such Additional Term Loan Commitments to the Obligations Lenders or other Eligible Institutions, subject to the proviso to the immediately preceding sentence. Nothing contained in respect this Section or otherwise in this Agreement is intended to commit any Lender or Agent to provide any portion of any such Additional Term Loan Commitments. If and to the Tranche A Commitments and extent that any corresponding and then existing Lenders and/or other lenders agree, in their sole discretion, to provide any such Additional Pari Passu Term Loans or Loan Commitments, (ii) rank junior (“Additional Junior Term Loans”i) in right of priority with respect to the Collateral and payment with respect to the Obligations in respect of the Tranche A Commitments, the Tranche A-1 Commitments, any Additional Pari Passu Term Loans, and any other Additional Junior Term Loans which remain outstanding at the time such Additional Junior Term Loan is made. Additional Pari Passu Term Loans shall constitute usage of the Tranche A Borrowing Base and during the period commencing upon the issuance case of any Additional Term Loan Commitment providing for any Additional Pari Passu with a Stated Maturity Date, and an amortization schedule, identical to the Stated Maturity Date, and remaining amortization schedule, of the Initial Term Loans and Delayed Draw Term Loans, upon the making of any Additional Term Loans pursuant to such Additional Pari Passu Term LoansLoan Commitment, the Administrative Agent shallwill adjust the amortization schedule set forth in clause (g) of Section 3.1.1 so that the Borrower will repay an additional amount on each Quarterly Payment Date equal to whatever percentage of the outstanding principal amount of the Initial Term Loans and Delayed Draw Term Loans would have otherwise been due on such Quarterly Payment Date multiplied by the aggregate principal amount of such Additional Term Loans, with any remaining principal amount of such Additional Term Loans to be due and payable on the Stated Maturity Date for the applicable Tranche, (ii) in the exercise case of its commercially reasonable discretionany Additional Term Loan Commitment for which the Stated Maturity Date, establish an Availability Reserve in respect thereof in an amount reasonably determined or amortization schedule, is not identical to the Stated Maturity Date, and remaining amortization schedule, of the Initial Term Loans and Delayed Draw Term Loans, upon the making of any Additional Term Loans pursuant to such Additional Term Loan Commitment, Section 3.1.1 will be amended by adding a new clause thereto (and making conforming amendments to the other provisions of this Agreement) to provide for the amortization of such Additional Term Loans on the schedule agreed between the Borrower and the Lenders that agreed to provide the Additional Term Loan Commitments pursuant to which such Additional Term Loans were made, and (iii) the Borrower shall execute and deliver any additional Notes, other amendments or modifications to any Loan Document, and any other certificates, consents or legal opinions as the Administrative Agent (and, in cases where such Additional Pari Passu Term Loans are intended to fund all or a part of the purchase price of a Permitted Acquisition, taking into account on a pro forma basis any increase to Excess Availability which might arise upon the consummation of such Permitted Acquisition)may reasonably request.

Additional Term Loan Commitments. (a) At any time on and after the Lead Borrower’s option, any Additional Term Loans may (i) rank pari passu (“Additional Pari Passu Term Loans”) in right of priority with respect Effective Date and prior to the Collateral and payment Additional Loans Availability Termination Date, with respect to the Obligations in respect prior written consent of the Tranche A Commitments and any corresponding and then existing Additional Pari Passu Term Loans or (ii) rank junior (“Additional Junior Term Loans”) in right of priority with respect to the Collateral and payment with respect to the Obligations in respect of the Tranche A CommitmentsAdministrative Agent, the Tranche A-1 Commitments, any Additional Pari Passu Term Loans, and any Borrower may request one or more Lenders or other Additional Junior Term Loans which remain outstanding at the time such Additional Junior Term Loan is made. Additional Pari Passu Term Loans shall constitute usage of the Tranche A Borrowing Base and during the period commencing upon the issuance of any financial institutions to acquire or assume an Additional Term Loan Commitment providing for any and to make Additional Pari Passu Term Loans to the Borrower as provided in Section 1.01(a)(ii) and in the making sole discretion of each such Lender or other financial institution, any such Lender or other financial institution may agree to so commit; provided that (i) no Default or Event of Default then exists or would result therefrom, (ii) the increase in the Total Additional Term Loan Commitment pursuant to any such request shall be in an aggregate amount of at least $100,000,000 and (iii) after giving effect to each such increase, the Total Additional Term Loan Commitment (determined without giving effect to any prior reductions thereto pursuant to Section 3.03(d)) shall not exceed $500,000,000. The Borrower and each such Lender or other financial institution (each an "Assuming Lender") which agrees to commit to make Additional Term Loans shall execute and deliver to the Administrative Agent an Additional Term Loan Assumption Agreement substantially in the form of Exhibit C (with the increase in or, in the case of a new Assuming Lender, assumption of, such Lender's Additional Term Loan Commitment to be effective upon delivery of such Additional Pari Passu Term LoansLoan Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender as to the occurrence of each Additional Term Loan Assumption Date. On each Additional Term Loan Assumption Date (x) Schedule I shall be deemed modified to reflect the Additional Term Loan Commitments of such Lenders and (y) the Borrower shall pay to each such Assuming Lender such upfront fee (if any) as may have been agreed between the Borrower, the Administrative Agent shall, in the exercise of its commercially reasonable discretion, establish an Availability Reserve in respect thereof in an amount reasonably determined by the Administrative Agent (and, in cases where and such Additional Pari Passu Term Loans are intended to fund all or a part of the purchase price of a Permitted Acquisition, taking into account on a pro forma basis any increase to Excess Availability which might arise upon the consummation of such Permitted Acquisition)Assuming Lender.

Additional Term Loan Commitments. At the Lead Borrower’s option, any Additional Term Loans may (i) rank pari passu (“Additional Pari Passu Term Loans”) in right of priority with respect to the Collateral and payment with respect to the Obligations in respect of the Tranche A Commitments and any corresponding and then existing Additional Pari Passu Term Loans or (ii) rank junior (“Additional Junior Term Loans”) in right of priority with respect to the Collateral and payment with respect to the Obligations in respect of the Tranche A Commitments, the Tranche A-1 Commitments, any Additional Pari Passu Term Loans, and any other Additional Junior Term Loans (including the AJTL Loans) which remain outstanding at the time such Additional Junior Term Loan is made. Additional Pari Passu Term Loans shall constitute usage of the Tranche A Borrowing Base and during the period commencing upon the issuance of any Additional Term Loan Commitment providing for any Additional Pari Passu Term Loans and the making of such Additional Pari Passu Term Loans, the Administrative Agent shall, in the exercise of its commercially reasonable discretion, establish an Availability Reserve in respect thereof in an amount reasonably determined by the Administrative Agent (and, in cases where such Additional Pari Passu Term Loans are intended to fund all or a part of the purchase price of a Permitted Acquisition, taking into account on a pro forma basis any increase to Excess Availability which might arise upon the consummation of such Permitted Acquisition).