Common use of Increase in Term Commitments Clause in Contracts

Increase in Term Commitments. (a) Upon notice to the Administrative Agent (which shall promptly notify the Lenders), at any time after the Closing Date, any Borrower may on up to three (3) different occasions (in the aggregate for all Borrowers) request additional Term Commitments; provided that (i) after giving effect to any such addition, the aggregate amount of additional Term Commitments that have been added pursuant to this Section 2.14 shall not exceed $250,000,000, (ii) any such addition shall be in an aggregate amount of $50,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of additional Term Commitments set forth in clause (i) to this proviso), (iii) the final maturity date of any Additional Term Loans shall be no earlier than the Maturity Date of the Term Loans, (iv) the average life to maturity of the Additional Term Loans shall be no shorter than the remaining average life to maturity of the Term Loans, and (v) if the initial yield of any Additional Term Loans (as determined by the Administrative Agent to be equal to the sum of (x) the Applicable Rate with respect to the Additional Term Loans and (y) if the Additional Term Loans are initially made at a discount or the Lenders making the same receive a fee from the applicable Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Additional Term Loans, being referred to herein as “OID”), the amount of OID divided by the lesser of (A) the average life to maturity of such Additional Term Loans and (B) four) exceeds the Applicable Rate then in effect for Term Loans by more than 50 basis points (the amount of such excess being referred to herein as “Yield Differential”), then each Applicable Rate for each adversely effected Term Loan shall automatically be increased by the Yield Differential, effective upon the making of the Additional Term Loans. At the time of the sending of such notice, the applicable 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 (10) Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide an additional Term Commitment to the applicable Borrower and, if so, whether by an amount equal to, greater than, or less than its pro rata share of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under all the Facilities held by each Lender). Any Lender not responding within such time period shall be deemed to have declined to provide an additional Term Commitment. The Administrative Agent shall notify the applicable Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the applicable Borrower may also invite additional Eligible Assignees to become Additional Term Loan Lenders to such Borrower pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

Increase in Term Commitments. (a) Upon Provided there exists no Default, upon notice to the U.S. Administrative Agent (which shall promptly notify the Term Lenders), at any time after the Closing Date, any U.S. Borrower may on up to three six (36) different occasions (in the aggregate for all Borrowers) with Section 2.15), request additional Term term loans (the "INCREMENTAL TERM LOANS" and the related commitments, the "INCREMENTAL TERM Commitments") in an amount not exceeding $200,000,000; provided that (i) after giving effect to any such additionIncremental Term Commitments, the aggregate amount of additional Incremental Term Commitments and increased U.S. Revolving Credit Commitments that have been added effected pursuant to this Section 2.14 and Section 2.15, respectively, shall not exceed $250,000,000200,000,000 at any time, (ii) any such addition increase shall be in an aggregate amount of $50,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of additional Term Commitments set forth in clause (i) to this proviso), and (iii) the final maturity date of any Additional Incremental Term Loans (A) shall be no earlier than the Maturity Date rank pari passu or junior in right of payment and right of security in respect of the Term LoansCollateral with the Loans existing immediately prior thereto, (ivB) other than amortization, pricing or maturity date, shall have the average life same terms as Term Loans existing immediately prior to maturity the effectiveness of the Additional Term Loans shall be no shorter than the remaining average life to maturity of the Term Loans, and applicable Incremental Facility Amendment; provided that (vx) if the initial yield of any Additional interest rate spreads relating to such new Incremental Term Loans (as determined by the Administrative Agent to be equal to the sum of (x) the Applicable Rate with respect to the Additional Term Loans and (y) if the Additional Term Loans are initially made at a discount or the Lenders making the same receive a fee from the applicable Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Additional Term Loans, being referred to herein as “OID”), the amount of OID divided by the lesser of (A) the average life to maturity of such Additional Term Loans and (B) four) exceeds the Applicable Rate then in effect for the Term Loans (for the corresponding pricing levels) (or any Incremental Term Loans previously borrowed) by more than 50 basis points (the amount of such excess being referred to herein as “Yield Differential”)0.50%, then each the Applicable Rate for each adversely effected the Term Loan shall automatically be increased by the Yield Differential, effective upon the making of the Additional Term Loans. At the time of the sending of such notice, the applicable Borrower Loans (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). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide an additional Term Commitment to the applicable Borrower and, if so, whether by an amount equal to, greater than, or less than its pro rata share of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under all the Facilities held by each Lender). Any Lender not responding within such time period shall be deemed to have declined to provide an additional Term Commitment. The Administrative Agent shall notify the applicable Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the applicable Borrower may also invite additional Eligible Assignees to become Additional Term Loan Lenders to such Borrower pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.any Incremental Term

Increase in Term Commitments. (a) Upon Provided (x) there exists no Default and (y) after giving effect to the making of Incremental Term Loans referred to below and the use of proceeds therefrom, the Borrower would be in pro forma compliance with each of the Financial Covenants as of the most recent date for which financial statements have been delivered pursuant to Section 5.01, upon notice to the Administrative Agent by the Borrower (which shall promptly notify the Lenderseach Term Lender), at any time after the Closing Date, any Borrower may on up to three (3) different occasions occasions, request additional term loans (the “Incremental Term Loans” and the related commitments, the “Incremental Term Commitments”) in an aggregate amount of not less than $25.0 million for any such request and not exceeding, in the aggregate for all Borrowers) request additional such requests, $300.0 million less the aggregate principal amount of all Indebtedness issued pursuant to this Section or Section 6.01(a)(ii), in either case, the proceeds of which are not applied to the refinancing or repayment of all or any portion of the Term CommitmentsLoans; provided that (i) after giving effect to any such additionother than pricing, the aggregate amount of additional Term Commitments that have been added pursuant to this Section 2.14 shall not exceed $250,000,000, (ii) any such addition shall be in an aggregate amount of $50,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of additional Term Commitments set forth in clause (i) to this proviso), (iii) the final maturity date of any Additional Incremental Term Loans shall be no earlier than have the Maturity Date same terms as the Initial Term-2 Loans existing immediately prior to the effectiveness of the Term Loans, (iv) the average life to maturity of the Additional Term Loans shall be no shorter than the remaining average life to maturity of the Term Loans, and (v) if the initial yield of any Additional Term Loans (as determined by the Administrative Agent to be equal to the sum of (x) the Applicable Rate with respect to the Additional amendment creating such Incremental Term Loans and (yii) if in the Additional event that the applicable margin for any tranche of the Incremental Term Loans are initially made at a (inclusive of upfront fees and original issue discount or the Lenders making the same receive a fee from (based on an assumed four-year life to maturity) payable to the applicable Borrower or Incremental Term Lenders) is more than 25 basis points greater than the applicable margin for the Initial Term-2 Loans (inclusive of any Subsidiary for doing so upfront fees and original issue discount (based on an assumed four-year life to maturity) paid to the amount of such discount or fee, expressed as a percentage of the Additional Term Loans, being referred to herein as “OID”Initial Term-2 Lenders), the amount of OID divided by the lesser of (A) the average life to maturity of such Additional Term Loans and (B) four) exceeds then the Applicable Rate then in effect for Term the Initial Term-2 Loans by shall be increased to the extent necessary such that the Applicable Rate (inclusive of such fees and discounts) for the Initial Term-2 Loans is not more than 50 25 basis points less than the applicable margin (the amount inclusive of such excess being referred to herein as “Yield Differential”), then each Applicable Rate fees and discounts) for each adversely effected Term Loan shall automatically be increased by the Yield Differential, effective upon the making such tranche of the Additional Incremental Term Loans. At the time of the sending of such notice, the applicable 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 five (105) Business Days and no more than thirty (30) Business Days from the date of delivery of such notice to the Lenders). Each Term Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide an additional such Incremental Term Commitment to the applicable Borrower and, if so, whether by in an amount equal to, greater than, or less than its pro rata share of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under all the Facilities held by each Lender)total Incremental Term Loans so requested. Any Lender not responding within such time period shall be deemed to have declined to provide an Incremental Term Commitment and, to the extent any Term Lender declines to commit to its applicable pro rata share of such Incremental Term Commitments, the Borrower may also invite additional Term CommitmentPersons to become Lenders. The Administrative Agent shall notify the applicable Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve Each Incremental Term Lender shall become a Lender or make its Incremental Term Commitment available, as the full amount of a requested increasecase may be, under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement giving effect to the modifications permitted by this Section 2.21 and, as appropriate, the applicable Borrower may also invite additional Eligible Assignees other Loan Documents, executed by the Loan Parties, each Incremental Term Lender (to become Additional Term Loan Lenders to such Borrower pursuant to a joinder agreement in form the extent applicable) and substance reasonably satisfactory to the Administrative Agent (provided that, with the consent of each Incremental Term Lender, the Administrative Agent may execute such Incremental Facility Amendment on behalf of the applicable Incremental Facility Lenders). An Incremental Facility Amendment may, without the consent of any other Lender and its counselnotwithstanding anything in Section 9.02 to the contrary, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21 (including appropriate amendments to the definitions of “Requisite Lenders” and to Section 2.05 in order to provide the same treatment for such Incremental Term Loans as is applicable to the Initial Term-2 Loans).

Increase in Term Commitments. (a) Upon Provided (x) immediately prior to and immediately after giving effect to the making of Incremental Term Loans referred to below there exists no Default and (y) after giving effect to the making of Incremental Term Loans referred to below and the use of proceeds therefrom, the Borrower would be in pro forma compliance with each of the Financial Covenants as of the most recent date for which financial statements have been delivered pursuant to Section 5.01, upon notice to the Administrative Agent (which shall promptly notify by the Lenders)Borrower, at any time after the Closing Date, any Borrower may on up to three (3) different occasions (in the aggregate for all Borrowers) occasions, request additional term loans (the “Incremental Term Loans” and the related commitments, the “Incremental Term Commitments; provided that (i”) after giving effect to any such addition, the aggregate amount of additional Term Commitments that have been added pursuant to this Section 2.14 shall not exceed $250,000,000, (ii) any such addition shall be in an aggregate amount of $50,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be not less than $50,000,000 if 25.0 million for any such amount represents all remaining availability under request. The sum of the aggregate amount of all Incremental Term Loans and the aggregate principal amount of all Indebtedness issued pursuant to Section 6.01(a)(ii)shall not exceed the greater of (A) $300.0 million (in each case exclusive of any proceeds thereof that are applied to the refinancing or repayment of the Term Loans or a Permitted Refinancing of Indebtedness incurred under Section 6.01(a)(ii)) and (B) the amount which would cause the Consolidated Senior Secured Leverage Ratio, calculated on a pro forma basis as of the most recent date for which financial statements have been delivered pursuant to Section 5.01 and after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, to exceed 2.75 to 1.00 (it being understood and agreed that any Indebtedness incurred under this clause (B) or clause (y) of Section 6.01(a)(ii) shall not reduce the $300.0 million limit in respect of additional Term Commitments set forth in clause (A) above or in clause (x) of Section 6.01(a)(ii)). Each Incremental Term Loan shall be subject to the following requirements: (i) to this proviso)other than pricing, (iii) maturity and amortization, the final maturity date of any Additional Incremental Term Loans shall be no earlier than have the Maturity Date same terms as the Initial Term Loan existing immediately prior to the effectiveness of the amendment creating such Incremental Term Loans, (ivii) such Incremental Term Loan will mature and amortize in a manner reasonably acceptable to the average life Administrative Agent, the Incremental Term Lenders making such Incremental Term Loan and the Borrower, but will not in any event have a shorter Weighted Average Life to maturity of the Additional Term Loans shall be no shorter Maturity than the remaining average life Weighted Average Life to maturity Maturity of the Initial Term Loans, Loan or a maturity date earlier than the Initial Term Loan Maturity Date; and (viii) if in the initial yield event that the applicable margin for any tranche of any Additional the Incremental Term Loans (as determined by the Administrative Agent (inclusive of any LIBO Rate floor, upfront fees and original issue discount (based on an assumed four-year life to be equal maturity) payable to the sum of (xapplicable Incremental Term Lenders, but excluding customary arrangement or commitment fees not shared with the Incremental Term Lenders) the Applicable Rate with respect to the Additional Term Loans and (y) if the Additional Term Loans are initially made at a discount or the Lenders making the same receive a fee from the applicable Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Additional Term Loans, being referred to herein as “OID”), the amount of OID divided by the lesser of (A) the average life to maturity of such Additional Term Loans and (B) four) exceeds the Applicable Rate then in effect for Term Loans by is more than 50 basis points greater than the applicable margin for the Initial Term Loan as determined by the Administrative Agent (inclusive of any LIBO Rate floor, upfront fees and original issue discount (based on an assumed four-year life to maturity) paid to the amount of such excess being referred to herein as “Yield Differential”Initial Term Lenders, but excluding customary arrangement or commitment fees not shared with the Initial Term Lenders), then each the Applicable Rate for each adversely effected the Initial Term Loan shall automatically be increased by to the Yield Differentialextent necessary such that the Applicable Rate (inclusive of such LIBO Rate floor, effective upon fees and discounts, but excluding customary arrangement or commitment fees not shared with the making Initial Term Lenders) for the Initial Term Loan is not more than 50 basis points less than the applicable margin (inclusive of such LIBO Rate floor, fees and discounts, but excluding customary arrangement or commitment fees not shared with the Additional Incremental Term Lenders) for such tranche of Incremental Term Loans. At the time of the sending of such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within date on which each Lender is requested to respond the Borrower proposes that any Incremental Term Commitment shall be effective (which shall in be a date no event be less than ten (10) Business Days from the date of delivery of such notice to the LendersAdministrative Agent). Each The Borrower may invite any Lender, any Affiliate or Approved Fund of any Lender shall notify and/or any other Person reasonably satisfactory to the Administrative Agent within such time period whether or not it agrees to provide an additional Incremental Term Commitment. Any Person offered or approached to provide all or a portion of any Incremental Term Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Commitment (provided that any Person not responding prior to the applicable Borrower and, if so, whether by an amount equal to, greater than, or less than its pro rata share of such requested increase (which shall be calculated on the basis proposed effective date of the amount of the funded and unfunded exposure under all the Facilities held by each Lender). Any Lender not responding within such time period Incremental Term Commitments shall be deemed to have declined to provide an additional Incremental Term Commitment). The Administrative Agent Each Incremental Term Lender shall notify become a Lender or make its Incremental Term Commitment available, as the applicable Borrower and each Lender of case may be, under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement giving effect to the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increasemodifications permitted by this Section 2.21 and, as appropriate, the applicable Borrower may also invite additional Eligible Assignees other Loan Documents, executed by the Loan Parties, each Incremental Term Lender (to become Additional Term Loan Lenders to such Borrower pursuant to a joinder agreement in form the extent applicable) and substance reasonably satisfactory to the Administrative Agent (provided that, with the consent of each Incremental Term Lender, the Administrative Agent may execute such Incremental Facility Amendment on behalf of the applicable Incremental Facility Lenders). An Incremental Facility Amendment may, without the consent of any other Lender and its counselnotwithstanding anything in Section 9.02 to the contrary, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21 (including appropriate amendments to the definitions of “Requisite Lenders” and to Section 2.05 in order to provide the same treatment for such Incremental Term Loans as is applicable to the Initial Term Loan).

Increase in Term Commitments. (a) Upon Provided (x) there exists no Default and (y) after giving effect to the making of Incremental Term Loans referred to below and the use of proceeds therefrom, the Borrowers would be in pro forma compliance with each of the Financial Covenants as of the most recent date for which financial statements have been delivered pursuant to Section 5.01, upon notice to the Administrative Agent by the Borrower Representative (which shall promptly notify the Lenderseach Term D Lender), at any time after the Closing Date, any Borrower Borrowers may on up to three four (34) different occasions occasions, request additional term loans (the “Incremental Term Loans” and the related commitments, the “Incremental Term Commitments”) in an aggregate amount of not less than $5,000,000 for any such request and not exceeding $100,000,000 in the aggregate for all Borrowers) request additional Term Commitmentssuch requests; provided that (i) after giving effect to any such additionother than pricing, the aggregate amount of additional Term Commitments that have been added pursuant to this Section 2.14 shall not exceed $250,000,000, (ii) any such addition shall be in an aggregate amount of $50,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of additional Term Commitments set forth in clause (i) to this proviso), (iii) the final maturity date of any Additional Incremental Term Loans shall be no earlier than have the Maturity Date same terms as the Term D Loans existing immediately prior to the effectiveness of the Term Loans, (iv) the average life to maturity of the Additional Term Loans shall be no shorter than the remaining average life to maturity of the Term Loans, and (v) if the initial yield of any Additional Term Loans (as determined by the Administrative Agent to be equal to the sum of (x) the Applicable Rate with respect to the Additional amendment creating such Incremental Term Loans and (yii) if in the event that the applicable margin for the Incremental Term Loans (inclusive of upfront fees and original issue discount payable to Additional Term Loans are initially made at a discount or the Lenders making the same receive a fee from Lenders) is more than 25 basis points greater than the applicable Borrower or margin for the Term D Loans (inclusive of any Subsidiary for doing so (upfront fees and original issue discount paid to the amount of such discount or fee, expressed as a percentage of the Additional Term Loans, being referred to herein as “OID”D Lenders), the amount of OID divided by the lesser of (A) the average life to maturity of such Additional Term Loans and (B) four) exceeds then the Applicable Rate then in effect for the Term D Loans by shall be increased to the extent necessary such that the Applicable Rate (inclusive of Table of Contents such fees and discounts) for the Term D Loans is not more than 50 25 basis points less than the applicable margin (the amount inclusive of such excess being referred to herein as “Yield Differential”), then each Applicable Rate fees and discounts) for each adversely effected the Incremental Term Loan shall automatically be increased by the Yield Differential, effective upon the making of the Additional Term LoansLoan. At the time of the sending of such notice, the applicable Borrower Borrowers (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 five (105) Business Days and no more than thirty (30) Business Days from the date of delivery of such notice to the Lenders). Each Lender with a Term D Loan shall notify the Administrative Agent within such time period whether or not it agrees to provide an additional such Incremental Term Commitment to the applicable Borrower and, if so, whether by in an amount equal to, greater than, or less than its pro rata share of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under all the Facilities held by each Lender)total Incremental Term Loans so requested. Any Lender not responding within such time period shall be deemed to have declined to provide an Incremental Term Commitment and, to the extent any Term D Lender declines to make available its pro rata share of such Incremental Term Commitments, the Borrowers may also invite additional Term CommitmentPersons to become Lenders. The Administrative Agent shall notify the applicable Borrower Borrowers and each Term D Lender of the Lenders’ responses to each request made hereunder. To achieve Any Lender or additional bank or financial institution electing to make available an Incremental Term Commitment (an “Additional Term Lender”) shall become a Lender or make its Incremental Term Commitment available, as the full amount of a requested increasecase may be, under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement giving effect to the modifications permitted by this Section 2.21 and, as appropriate, the applicable Borrower may also invite additional Eligible Assignees to become other Loan Documents, executed by the Loan Parties, each Additional Term Loan Lenders to such Borrower pursuant to a joinder agreement in form and substance reasonably satisfactory Lender (to the extent applicable) and the Administrative Agent Agent. An Incremental Facility Amendment may, without the consent of any other Lender and its counselnotwithstanding anything in Section 9.08 to the contrary, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21 (including appropriate amendments to the definitions of “Requisite Lenders” and “Requisite Class Lenders” and to Section 2.05 in order to provide the same treatment for such Incremental Term Loans as is applicable to the Term D Loans).

Increase in Term Commitments. (a) Upon Provided there exists no Default, upon notice to the U.S. Administrative Agent (which shall promptly notify the Term B Lenders), at any time after the Closing Date, any U.S. Borrower may on up to three six (36) different occasions (in the aggregate for all Borrowers) with Section 2.15), request additional Term B Loans (the “Incremental Term B Loans” and the related commitments, the “Incremental Term Commitments”) in an amount not exceeding $200,000,000; provided that (i) after giving effect to any such additionIncremental Term Commitments, the aggregate amount of additional Incremental Term Commitments and increased U.S. Revolving Credit Commitments that have been added effected pursuant to this Section 2.14 and Section 2.15, respectively, shall not exceed $250,000,000200,000,000 at any time, (ii) any such addition increase shall be in an aggregate amount of $50,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of additional Term Commitments set forth in clause (i) to this proviso)thereof, (iii) the Incremental Term B Loans (A) shall rank pari passu or junior in right of payment and right of security in respect of the Collateral with the Loans existing immediately prior thereto, (B) other than amortization, pricing or maturity date, shall have the same terms as Term B Loans existing immediately prior to the effectiveness of the applicable Incremental Facility Amendment; provided that (x) if the interest rate spreads relating to such new Incremental Term B Loans exceeds the Applicable Rate for the Term B Loans (for the corresponding pricing levels) (or any Incremental Term B Loans previously borrowed) by more than 0.50%, then the Applicable Rate for the Term B Loans (and any Incremental Term B Loans previously borrowed) shall be adjusted to be equal to such interest rate spreads minus 0.50%, (y) the Incremental Term B Loans shall not have a final maturity date of any Additional Term Loans shall be no earlier than the Maturity Date of the Term Loans, B Loans and (iv) the average life Incremental Term B Loans shall not have a Weighted Average Life to maturity Maturity that is shorter than that of the Additional Term Loans shall be no shorter than the then-remaining average life Weighted Average Life to maturity Maturity of the Term Loans, and (v) if the initial yield of any Additional Term Loans (as determined by the Administrative Agent to be equal to the sum of (x) the Applicable Rate with respect to the Additional Term B Loans and (y) if the Additional any previously borrowed Incremental Term Loans are initially made at a discount or the Lenders making the same receive a fee from the applicable Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Additional Term Loans, being referred to herein as “OID”), the amount of OID divided by the lesser of (A) the average life to maturity of such Additional Term Loans and (B) four) exceeds the Applicable Rate then in effect for Term Loans by more than 50 basis points (the amount of such excess being referred to herein as “Yield Differential”), then each Applicable Rate for each adversely effected Term Loan shall automatically be increased by the Yield Differential, effective upon the making of the Additional Term B Loans. At the time of the sending of such notice, the applicable U.S. Borrower (in consultation with the U.S. 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). Each Lender with a Term B Loan shall notify the U.S. Administrative Agent within such time period whether or not it agrees to provide an additional such Incremental Term Commitment to the applicable Borrower and, if so, whether by an amount equal to, greater than, or less than its pro rata share of such requested increase (which shall be calculated on the basis Pro Rata Share of the amount of the funded and unfunded exposure under all the Facilities held by each Lender)total Incremental Term B Loans so requested. Any Lender not responding within such time period shall be deemed to have declined to provide an increase its Term Commitment and, to the extent any Term B Lender declines to make available its Pro Rata share of such increase the U.S. Borrower may also invite additional Term CommitmentEligible Assignees to become Lenders. The U.S. Administrative Agent shall notify the applicable U.S. Borrower and each Term B Loan Lender of the Lenders’ responses to each request made hereunder. To achieve Any Term B Lender or additional bank or financial institution electing to make available an Incremental Term Commitment (an “Additional Term Lender”) shall become a Lender or make its Incremental Term Commitment available, as the full amount of a requested increasecase may be, under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.14, and, as appropriate, the applicable Borrower may also invite additional Eligible Assignees to become other Loan Documents, executed by, the U.S. Loan Parties, each Additional Term Lender and the U.S. Administrative Agent. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the U.S. Administrative Agent, to effect the provisions of this Section (including voting provisions applicable to the Additional Term Lenders as a separate Tranche with respect to matters relating to such Borrower pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counselIncremental Term B Loans).

Increase in Term Commitments. (a) Upon Provided (x) there exists no Default and (y) after giving effect to the making of Incremental Term Loans referred to below and the use of proceeds therefrom, the Borrowers would be in pro forma compliance with each of the Financial Covenants as of the most recent date for which financial statements have been delivered pursuant to Section 5.01, upon notice to the Administrative Agent by the Borrower Representative (which shall promptly notify the Lenderseach Term Lender), at any time after the Closing Date, any Borrower Borrowers may on up to three (3) different occasions occasions, request additional term loans (the “Incremental Term Loans” and the related commitments, the “Incremental Term Commitments”) in an aggregate amount of not less than $25.0 million for any such request and not exceeding $250.0 million in the aggregate for all Borrowers) request additional Term Commitmentssuch requests; provided that (i) after giving effect to any such additionother than pricing, the aggregate amount Incremental Term Loans shall have the same terms as the Term Loans existing immediately prior to the effectiveness of additional the amendment creating such Incremental Term Commitments that have been added pursuant to this Section 2.14 shall not exceed $250,000,000Loans (such existing Term Loans, the “Existing Term Loans”) and (ii) in the event that the applicable margin for any such addition shall be in tranche of the Incremental Term Loans (inclusive of upfront fees and original issue discount (based on an aggregate amount assumed four-year life to maturity) payable to the applicable Incremental Term Lenders) is more than 25 basis points greater than the applicable margin for any tranche of $50,000,000 or Existing Term Loans (inclusive of any whole multiple of $1,000,000 in excess thereof upfront fees and original issue discount (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under based on an assumed four-year life to maturity) paid to the aggregate limit in respect of additional applicable Term Commitments set forth in clause (i) to this provisoLenders), (iii) then the final maturity date Applicable Rate for each such tranche of any Additional Existing Term Loans shall be no earlier than the Maturity Date of the Term Loans, (iv) the average life to maturity of the Additional Term Loans shall be no shorter than the remaining average life to maturity of the Term Loans, and (v) if the initial yield of any Additional Term Loans (as determined by the Administrative Agent to be equal increased to the sum of (x) extent necessary such that the Applicable Rate with respect to the Additional (inclusive of such fees and discounts) for each such tranche of Existing Term Loans and (y) if the Additional Term Loans are initially made at a discount or the Lenders making the same receive a fee from is not more than 25 basis points less than the applicable Borrower or any Subsidiary for doing so margin (the amount inclusive of such discount or fee, expressed as a percentage fees and discounts) for such tranche of the Additional Term Loans, being referred to herein as “OID”), the amount of OID divided by the lesser of (A) the average life to maturity of such Additional Term Loans and (B) four) exceeds the Applicable Rate then in effect for Term Loans by more than 50 basis points (the amount of such excess being referred to herein as “Yield Differential”), then each Applicable Rate for each adversely effected Term Loan shall automatically be increased by the Yield Differential, effective upon the making of the Additional Incremental Term Loans. At the time of the sending of such notice, the applicable Borrower Borrowers (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 five (105) Business Days and no more than thirty (30) Business Days from the date of delivery of such notice to the Lenders). Each Lender with an Existing Term Loan shall notify the Administrative Agent within such time period whether or not it agrees to provide an additional such Incremental Term Commitment to the applicable Borrower and, if so, whether by in an amount equal to, greater than, or less than its pro rata share of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under all the Facilities held by each Lender)total Incremental Term Loans so requested. Any Lender not responding within such time period shall be deemed to have declined to provide an Incremental Term Commitment and, to the extent any Term Lender declines to commit to its applicable pro rata share of such Incremental Term Commitments, the Borrowers may also invite additional Term CommitmentPersons to become Lenders. The Administrative Agent shall notify the applicable Borrower and each Lender Borrowers of the Lenders’ responses to each request made hereunder. To achieve Each Incremental Term Lender shall become a Lender or make its Incremental Term Commitment available, as the full amount of a requested increasecase may be, under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement giving effect to the modifications permitted by this Section 2.21 and, as appropriate, the applicable Borrower may also invite additional Eligible Assignees other Loan Documents, executed by the Loan Parties, each Incremental Term Lender (to become Additional Term Loan Lenders to such Borrower pursuant to a joinder agreement in form the extent applicable) and substance reasonably satisfactory to the Administrative Agent (provided that, with the consent of each Incremental Term Lender, the Administrative Agent may execute such Incremental Facility Amendment on behalf of the applicable Incremental Facility Lenders). An Incremental Facility Amendment may, without the consent of any other Lender and its counselnotwithstanding anything in Section 9.02 to the contrary, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21 (including appropriate amendments to the definitions of “Requisite Lenders” and “Requisite Class Lenders” and to Section 2.05 in order to provide the same treatment for such Incremental Term Loans as is applicable to the Existing Term Loans).