Common use of Increased Term Loans Clause in Contracts

Increased Term Loans. (a) At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Parent Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in the aggregate amount of the Term Loans which may take the form of an additional tranche of term loans hereunder (each such increase, an “Incremental Term Loan”) from one or more the Additional Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (A) no Event of Default shall have occurred and be continuing or shall result therefrom, (B) the maturity date of any Incremental Term Loans shall not be earlier than the Term Maturity Date and the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the remaining weighted average life to maturity of the Term Loans, (C) the interest rate margins, rate floors, fees, premiums, funding discounts and, subject to clause (B), the amortization schedule for any Incremental Term Loans shall be determined by the Borrowers and the applicable Additional Lenders, in the event that the yield on any Incremental Term Loans is higher than the yield for the Term Loans by more than 50 basis points, then the yield for the Term Loans shall be increased to the extent necessary so that such yield is equal to the yield for such Incremental Term Loans minus 50 basis points; provided, further, that, in determining the yield applicable to the Incremental Term Loans and the Term Loans (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrowers to the Term Lenders or any Additional Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Incremental Term Loan shall be excluded and (z) if the Incremental Term Loans include an interest rate floor greater than the interest rate floor applicable to the Term Loans, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans shall be increased by such increased amount, (D) the Incremental Term Loans shall be secured solely by the Collateral on an equal and ratable basis (or a junior basis, subject to a Second Lien Intercreditor Agreement), including a second-out position relative to the Revolving Commitments and related obligations, (E) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Parent Borrower and the Additional Lenders and (F) such Incremental Term Loans may be provided in any currency as mutually agreed among the Administrative Agent, the Parent Borrower and the applicable Additional Lenders; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (B), (C) or (F)), they shall be reasonably satisfactory to the Administrative Agent. Notwithstanding anything to contrary herein, the sum of (i) the aggregate principal amount of the Incremental Term Loans, and (ii) the aggregate principal amount of all Additional Notes issued after the Effective Date pursuant to Section 6.01(a)(xxii) shall not exceed the Incremental Cap at such time. Each Incremental Term Loan shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Term Loans set forth above.