Common use of Incremental Term Facilities Clause in Contracts

Incremental Term Facilities. (a) The Borrower may from time to time, subject to Section 2.17(f) below, request the addition of one or more new term loan facilities under this Agreement or increases in the existing Term Loans of any Class (each an “Incremental Term Facility”); provided that (i) any such request for an Incremental Term Facility shall be in a minimum amount of $25,000,000 (unless otherwise agreed by the Administrative Agent) and (ii) the aggregate amount of Incremental Term Facilities effected on any date after the Closing Date shall not exceed the Incremental Limit as of such date. Except with respect to any Incremental Term Facility the terms of which are identical to terms of the Tranche B Term Loans at the time of the incurrence of such Incremental Term Facility, the Maturity Date for any Incremental Term Facility shall not be prior to the Maturity Date in respect of the Tranche B Term Loans in effect as of the applicable Incremental Effective Date. The Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Tranche B Term Loans (determined without giving effect to any prepayments) as of the applicable Incremental Effective Date. The Incremental Term Loans in respect of any Incremental Term Facility shall rank equal in right of payment with the Loans, shall be secured by the Collateral and shall be Guaranteed only by the Guarantors.

Incremental Term Facilities. (a) The Borrower may may, at any time and from time to timetime after the Closing Date and prior to the Term Facility Maturity Date, subject by notice to Section 2.17(f) belowthe Administrative Agent, request (x) the addition of one or more new term loan facilities under this Agreement or increases in the existing Term Loans of (any Class (each such new term loan facility being an “Incremental Term Facility”); provided that (i) ” and the commitment of any such request for an Incremental Term Facility shall be in a minimum amount of $25,000,000 (unless otherwise agreed by the Administrative Agent) and (ii) the aggregate amount of Incremental Term Facilities effected on any date after the Closing Date shall not exceed the Incremental Limit as of such date. Except lender with respect to any Incremental Term Facility being an “Incremental Term Commitment”) or (y) the terms addition of which are identical one or more new revolving Loan Facilities (any such new revolving loan facility being an “Incremental Revolving Facility” and the commitment of any lender with respect to terms any Incremental Revolving Facility being an “Incremental Revolving Commitment”) to be effective as of a date (the Tranche B Term Loans at “Increase Date”) specified in the time of related notice to the Administrative Agent; provided, however, that (i) after giving effect to the incurrence of such Indebtedness, either (A) the aggregate principal amount of all Indebtedness incurred and Incremental Term FacilityRevolving Commitments obtained under this Section 2.19 and then outstanding does not exceed $250,000,000 or (B) the Consolidated Secured Leverage Ratio calculated on a Pro Forma Basis would not exceed 2.0 to 1.0; (ii) each Incremental Facility shall be in an amount not less than $25,000,000; (iii) no more than 4 such requests may be made pursuant to this Section 2.19 in respect of the Incremental Facilities; (iv) on the date of any request by the Borrower for an Incremental Commitment and on the related Increase Date, the Maturity Date for applicable conditions set forth in Section 3.01(g) and 3.01(h) and in clause (d) of this Section 2.19 shall be satisfied; (v) any Incremental Term Facility shall not be prior to have a final maturity date no earlier than the Term Facility Maturity Date in respect of and the Tranche B Term Loans in effect as of the applicable Incremental Effective Date. The Weighted Average Life weighted average life to Maturity maturity of any Incremental Term Loans Facility shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the Tranche B Term Loans Facility; (determined without giving effect to any prepaymentsvi) as of the applicable Incremental Effective Date. The Incremental Term Loans in respect of any Incremental Term Facility shall rank equal bear interest at a rate per annum as determined by the Borrower and the lenders under such Incremental Term Facility; provided that, solely with respect to any Incremental Term Facility added prior to the date that is 18 months after the Closing Date, in right the event that the Applicable Rate (taking into account any applicable interest rate “floor”) for any Advances under any Incremental Term Facility is more than 50 basis points greater than the Applicable Rate for the Term Advances then in effect, then the Applicable Rate for the Term Advances shall be increased to the extent necessary so that the Applicable Rate for any Advances under the Incremental Term Facility is no more than 50 basis points greater than the Applicable Rate for the Term Advances then in effect; provided further that in determining the Applicable Rate applicable to the Term Advances, and any Advances under the Incremental Term Facility, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of payment OID) payable by the Borrower to the Lenders in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement, structuring or commitment fees payable to the LoansSole Lead Arranger (or its affiliates) or to one or more arrangers (or their affiliates) of such loans shall be excluded; (vii) the Term Lenders shall initially have the right, shall but not the obligation, to commit to up to their pro rata portion of any Incremental Facility; (viii) each Incremental Facility may be secured by either a pari passu or junior lien on the Collateral securing the Facilities in each case on terms reasonably satisfactory to the Administrative Agent; (ix) to the extent the terms and documentation of any Incremental Facility are not consistent with the Facilities (except to the extent permitted by clause (v) or (vi) above), they shall be Guaranteed only reasonably satisfactory to the Administrative Agent; and (x) the Loan Documents may be amended by the GuarantorsAdministrative Agent, the Loan Parties and the Lenders providing an Incremental Facility, to the extent necessary to evidence such Incremental Facility consistent with this Section 2.19(a) and to make appropriate revisions for the addition of a revolving loan facility in the case of an Incremental Revolving Facility, without the consent of any other Lender Party.

Incremental Term Facilities. (a) The Borrower may may, by written notice to the Term Administrative Agents from time to time, subject to Section 2.17(f) below, request the addition of time and on one or more new term loan facilities under this Agreement or increases in the existing Term Loans of any Class (each an “occasions, request Incremental Term Facility”)Commitments, from one or more Eligible Assignees (which may include any existing Lender in such Lender’s sole discretion) that are willing to provide such Incremental Term Loans; provided that (i) any such request for an no Incremental Term Facility shall Loans may be borrowed at any time, and no commitments in a minimum respect of Incremental Term Loan Facilities may become effective at any time, if the sum, without duplication, of (x) the aggregate principal amount of $25,000,000 all Incremental Term Loans borrowed hereunder at or prior to such time plus (unless otherwise agreed by the Administrative Agent) and (iiy) the aggregate amount of all Incremental Term Commitments in respect of Incremental Term Loan Facilities effected on any date after that shall have become effective at or prior to such time plus (z) the Closing Date shall not aggregate principal amount of all Incremental Equivalent Debt incurred at or prior to such time would exceed the Incremental Limit as Cap at such time. Each such notice shall set forth (i) the amount of such date. Except with respect to any the Incremental Term Facility Commitments being requested, (ii) the terms of date on which are identical to terms of the Tranche B Term Loans at the time of the incurrence of such Incremental Term FacilityCommitments are requested to become effective (the “Increased Amount Date”), the Maturity Date for any and (iii) whether such Incremental Term Facility shall not Commitments are to be prior the same as the existing Commitments or commitments to make term loans with interest rates and/or amortization and/or maturity and/or other terms different from the Maturity Date in respect of the Tranche B existing Term Loans in effect as (the “Other Term Loans”). Each tranche of the applicable Incremental Effective Date. The Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all the remaining Weighted Average Life to Maturity of availability under the Tranche B Term Loans (determined without giving effect to any prepayments) as of the applicable Incremental Effective Date. The Incremental Term Loans in respect of any Incremental Term Facility shall rank equal in right of payment with the Loans, shall be secured by the Collateral and shall be Guaranteed only by the GuarantorsCap outstanding at such time.

Incremental Term Facilities. (a) The Borrower may may, at any time and from time to timetime after the Closing Date and prior to the Term Facility Maturity Date, subject by notice to Section 2.17(f) belowthe Administrative Agent, request (x) the addition of one or more new term loan facilities under this Agreement or increases in the existing Term Loans of (any Class (each such new term loan facility being an “Incremental Term Facility”); provided that (i) ” and the commitment of any such request for an Incremental Term Facility shall be in a minimum amount of $25,000,000 (unless otherwise agreed by the Administrative Agent) and (ii) the aggregate amount of Incremental Term Facilities effected on any date after the Closing Date shall not exceed the Incremental Limit as of such date. Except lender with respect to any Incremental Term Facility being an “Incremental Term Commitment”) or (y) the terms addition of which are identical one or more new revolving Loan Facilities (any such new revolving loan facility being an “Incremental Revolving Facility” and the commitment of any lender with respect to terms any Incremental Revolving Facility being an “Incremental Revolving Commitment”) to be effective as of a date (the Tranche B Term Loans at “Increase Date”) specified in the time of related notice to the Administrative Agent; provided , however , that (i) after giving effect to the incurrence of such Indebtedness, either (A) the aggregate principal amount of all Indebtedness incurred and Incremental Term FacilityRevolving Commitments obtained under this Section 2.19 and then outstanding does not exceed $250,000,000 or (B) the Consolidated Secured Leverage Ratio calculated on a Pro Forma Basis would not exceed 2.0 to 1.0; (ii) each Incremental Facility shall be in an amount not less than $25,000,000; (iii) no more than 4 such requests may be made pursuant to this Section 2.19 in respect of the Incremental Facilities; (iv) on the date of any request by the Borrower for an Incremental Commitment and on the related Increase Date, the Maturity Date for applicable conditions set forth in Section 3.01(g) and 3.01(h) and in clause (d) of this Section 2.19 shall be satisfied; (v) any Incremental Term Facility shall not be prior to have a final maturity date no earlier than the Term Facility Maturity Date in respect of and the Tranche B Term Loans in effect as of the applicable Incremental Effective Date. The Weighted Average Life weighted average life to Maturity maturity of any Incremental Term Loans Facility shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the Tranche B Term Loans Facility; (determined without giving effect to any prepaymentsvi) as of the applicable Incremental Effective Date. The Incremental Term Loans in respect of any Incremental Term Facility shall rank equal bear interest at a rate per annum as determined by the Borrower and the lenders under such Incremental Term Facility; provided that, solely with respect to any Incremental Term Facility added prior to the date that is 18 months after the Closing Date, in right the event that the Applicable Rate (taking into account any applicable interest rate “floor”) for any Advances under any Incremental Term Facility is more than 50 basis points greater than the Applicable Rate for the Term Advances then in effect, then the Applicable Rate for the Term Advances shall be increased to the extent necessary so that the Applicable Rate for any Advances under the Incremental Term Facility is no more than 50 basis points greater than the Applicable Rate for the Term Advances then in effect; provided further that in determining the Applicable Rate applicable to the Term Advances, and any Advances under the Incremental Term Facility, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of payment OID) payable by the Borrower to the Lenders in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement, structuring or commitment fees payable to the LoansSole Lead Arranger (or its affiliates) or to one or more arrangers (or their affiliates) of such loans shall be excluded; (vii) the Term Lenders shall initially have the right, shall but not the obligation, to commit to up to their pro rata portion of any Incremental Facility; (viii) each Incremental Facility may be secured by either a pari passu or junior lien on the Collateral securing the Facilities in each case on terms reasonably satisfactory to the Administrative Agent; (ix) to the extent the terms and documentation of any Incremental Facility are not consistent with the Facilities (except to the extent permitted by clause (v) or (vi) above), they shall be Guaranteed only reasonably satisfactory to the Administrative Agent; and (x) the Loan Documents may be amended by the GuarantorsAdministrative Agent, the Loan Parties and the Lenders providing an Incremental Facility, to the extent necessary to evidence such Incremental Facility consistent with this Section 2.19(a) and to make appropriate revisions for the addition of a revolving loan facility in the case of an Incremental Revolving Facility, without the consent of any other Lender Party.

Incremental Term Facilities. (ai) The With the prior written consent of the Administrative Agent, the Borrower may from time to time, subject to Section 2.17(f) below, request the addition of and any one or more new Lenders (including New Term Lenders) may agree that such Lenders shall make incremental term loan facilities under this Agreement or increases loans (the “Incremental Term Loans”) by executing and delivering to the Administrative Agent a notice (in form and substance reasonably satisfactory to the existing Administrative Agent) specifying (A) the amount of the Incremental Term Loans, (B) the applicable closing date for the Incremental Term Loans of any Class (each an “Incremental Term FacilityLoan Closing Date”); provided that , (iC) any such request the applicable maturity date for an the Incremental Term Facility Loans (which in any event shall not be earlier than the Maturity Date), (D) the amortization schedule for the Incremental Term Loans, (E) the Applicable Margin and other pricing terms for the Incremental Term Loans and (F) the other terms and conditions of the Incremental Term Loans, which, in each case, shall be in a minimum amount of $25,000,000 (unless otherwise agreed by reasonably acceptable to the Administrative Agent) and (ii) the aggregate amount of . The Incremental Term Facilities effected on Loans shall rank pari passu in right of payment and of security with the Revolving Loans and after giving effect to the issuance of the Incremental Term Loans, the Revolving Commitments plus the Incremental Term Loans, plus, the outstanding Replacement Term Loans (after giving effect to any date after the Closing Date shall replacement thereof) do not exceed the Incremental Limit as of such dateBorrowing Base then in effect. Except with respect No Lender shall have any obligation to any Incremental Term Facility participate in the terms of which are identical to terms of the Tranche B Term Loans at the time of the incurrence of such Incremental Term Facility, the Maturity Date for any Incremental Term Facility shall not be prior to the Maturity Date in respect of the Tranche B Term Loans in effect as of the applicable Incremental Effective Date. The Weighted Average Life to Maturity making of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life unless it agrees to Maturity of the Tranche B Term Loans (determined without giving effect to any prepayments) as of the applicable Incremental Effective Date. The Incremental Term Loans do so in respect of any Incremental Term Facility shall rank equal in right of payment with the Loans, shall be secured by the Collateral and shall be Guaranteed only by the Guarantorsits sole discretion.

Incremental Term Facilities. (a) The Borrower may may, at any time and from time to timetime after the Closing Date and prior to the Term Facility Maturity Date, subject by notice to Section 2.17(f) belowthe Administrative Agent, request (x) the addition of one or more new term loan facilities under this Agreement or increases an increase in the existing Term Loans of any Class Commitments (each of such commitment increases and any such new term loan facility being an “Incremental Term Facility”); provided that (i) ” and the commitment of any such request for an Incremental Term Facility shall be in a minimum amount of $25,000,000 (unless otherwise agreed by the Administrative Agent) and (ii) the aggregate amount of Incremental Term Facilities effected on any date after the Closing Date shall not exceed the Incremental Limit as of such date. Except lender with respect to any Incremental Term Facility being an “Incremental Term Commitment”) to be effective as of a date (the terms of which are identical “Increase Date”) specified in the related notice to terms of the Tranche B Term Loans at the time of Administrative Agent; provided, however, that (i) after giving effect to the incurrence of such Indebtedness, either (A) the aggregate principal amount of all Indebtedness incurred under this Section 2.19 and then outstanding does not exceed $400,000,000 or (B) the Consolidated Secured Leverage Ratio calculated on a Pro Forma Basis would not exceed 2.50 to 1.0; (ii) each Incremental Term FacilityFacility shall be in an amount not less than $25,000,000; (iii) no more than 4 such requests may be made pursuant to this Section 2.19 in respect of the Incremental Term Facilities; (iv) on the date of any request by the Borrower for an Incremental Term Commitment and on the related Increase Date, the Maturity Date for applicable conditions set forth in Section 3.02 and in clause (d) of this Section 2.19 shall be satisfied; (v) any Incremental Term Facility shall not be prior to have a final maturity date no earlier than the Term Facility Maturity Date in respect of and the Tranche B Term Loans in effect as of the applicable Incremental Effective Date. The Weighted Average Life weighted average life to Maturity maturity of any Incremental Term Loans Facility shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the Tranche B Term Loans Facility; (determined without giving effect to vi) any prepayments) as of the applicable Incremental Effective Date. The Incremental Term Loans Facility shall bear interest at a rate per annum as determined by the Borrower and the lenders under such Incremental Term Facility; provided that in respect the event that the Applicable Rate for any Advances under any Incremental Term Facility is more than 50 basis points greater than the Applicable Rate for the Term Advances then in effect, then the Applicable Rate for the Term Advances shall be increased to the extent necessary so that the Applicable Rate for any Advances under the Incremental Term Facility is no more than 50 basis points greater than the Applicable Rate for the Term Advances then in effect; provided further that in determining the Applicable Rate applicable to the Term Advances, and any Advances under the Incremental Term Facility, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Joint Lead Arrangers (or their respective affiliates) or to one or more arrangers (or their affiliates) of such loans shall be excluded; (vii) the Term Lenders shall initially have the right, but not the obligation, to commit to up to their pro rata portion of any Incremental Term Facility; (viii) each Incremental Facility may be secured by either a pari passu or junior lien on the Collateral securing the Facilities in each case on terms satisfactory to the Administrative Agent; (ix) to the extent the terms and documentation of any Incremental Term Facility shall rank equal in right of payment are not consistent with the LoansFacilities (except to the extent permitted by clause (v) or (vi) above), they shall be secured reasonably satisfactory to the Administrative Agent; and (x) the Loan Documents may be amended by the Collateral Administrative Agent, the Loan Parties and shall be Guaranteed only by the GuarantorsTerm Lenders providing an Incremental Term Facility, to the extent necessary to evidence such Incremental Term Facility consistent with this Section 2.19(a), without the consent of any other Lender Party.