Common use of Incremental Term Loan Commitments Clause in Contracts

Incremental Term Loan Commitments. (a) The Borrower has requested $16,812,500.00 of Incremental Term Loan Commitments and that the date on which such Incremental Term Loan Commitments become effective be the Second Amendment Effective Date, and each Extended 2023 Term Lender has severally agreed to provide an Incremental Term Loan Commitment in the amount equal to the excess of the amount set forth opposite such Extended 2023 Term Lender on Schedule 2.01 hereto over its Existing Term Loans. (b) On the Second Amendment Effective Date immediately following the effectiveness of the amendments set forth in Section 2 above, this Amendment shall constitute an “Incremental Assumption Agreement” pursuant to Section 2.20 of the Credit Agreement, the Incremental Term Loan Commitments referred to in Section 4(a) above shall constitute additional “Commitments” and any loans made pursuant to such Incremental Term Loan Commitments shall constitute “Term A Loans” under the Credit Agreement as set forth in this Section 4. (c) The Incremental Term Loan Commitments shall have the same terms and conditions as those of the existing Commitments existing immediately prior to the Second Amendment Effective Date, including, for the avoidance of doubt, each of the terms and conditions existing under the Credit Agreement as amended by this Amendment. (d) Following the Second Amendment Effective Date, the Incremental Term Loan Commitments referred to in Section 4(a) shall be Extended 2023 Term Loan Commitments and all Term A Loans shall be made in accordance with the aggregate Commitments of the Term Lenders after giving effect to the Incremental Term Loan Commitments contemplated hereby. Pursuant to Section 2.20(d) of the Credit Agreement, the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans are in the form of additional Term A Loans, including the Incremental Term Loans made in respect of the Incremental Term Loan Commitments contemplated hereby, when originally made, are included in each Borrowing of outstanding Term A Loans on a pro rata basis.

Incremental Term Loan Commitments. (a) The Borrower has requested $16,812,500.00 Subject to the satisfaction of the conditions set forth in Section 4 below, each 2019 Incremental Term Loan Commitments and that the date on which such Incremental Term Loan Commitments become effective be the Second Amendment Effective Date, and each Extended 2023 Term Lender has severally agreed agrees to provide an a 2019 Incremental Term Loan Commitment in the such amount equal to the excess of the amount set as forth opposite such Extended 2023 Term Lender its name on Schedule 2.01 Exhibit A hereto over its Existing Term Loans. (b) On and agrees, during the Second period from and including the 2019 Incremental Amendment Effective Date immediately following (as defined below) to the effectiveness 2019 Incremental Term Loan Commitment Termination Date (as defined in the Amended Credit Agreement), to make a 2019 Incremental Term Loan to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the amount of such Lender’s 2019 Incremental Term Loan Commitment in accordance with Section 2.6 of the amendments Amended Credit Agreement. For the avoidance of doubt, the notice requirements set forth in Section 2 above, this Amendment shall constitute an “Incremental Assumption Agreement” pursuant to Section 2.20 2.25(b) of the Credit AgreementAgreement are hereby deemed to be satisfied. From and after the 2019 Incremental Amendment Effective Date, except where the context otherwise requires, the Incremental Term Loan Commitments referred to in Section 4(a) above shall constitute additional “Commitments” and any loans made pursuant to such 2019 Incremental Term Loan Commitments shall constitute “Incremental Term A LoansLoan Commitments” under for all purposes of the Amended Credit Agreement, and all provisions of the Amended Credit Agreement as set forth in this Section 4. (c) The applicable to Incremental Term Loan Commitments shall have the same terms and conditions as those of the existing Commitments existing immediately prior be applicable to the Second Amendment Effective Date, including, for the avoidance of doubt, each of the terms and conditions existing under the Credit Agreement as amended by this Amendment. (d) Following the Second Amendment Effective Date, the 2019 Incremental Term Loan Commitments referred to in Section 4(a) shall be Extended 2023 Term Loan Commitments Commitments, and all Term A Loans shall be made in accordance with the aggregate Commitments of the Term Lenders after giving effect to the each 2019 Incremental Term Loan Commitments contemplated hereby. Pursuant to Section 2.20(d) Lender shall have all of the Credit Agreement, the Administrative Agent may take any rights and all action as may be reasonably necessary to ensure that all Incremental Term Loans are in the form obligations of additional Term A Loans, including the Incremental Term Loans made in respect of the a “Lender” and an “Incremental Term Loan Commitments contemplated hereby, when originally made, are included in each Borrowing of outstanding Term A Loans on a pro rata basisLender” under the Amended Credit Agreement and the other Loan Documents.

Incremental Term Loan Commitments. (a) The Borrower has requested $16,812,500.00 of 2.1. Each Additional Term Lender hereto agrees to provide the 2022-2 Incremental Term Loan Commitments on the Incremental Effective Date and that to fund the date on which such 2022-2 Incremental Term Loan Commitments become effective be Loans thereunder on the Second Amendment Effective Incremental Closing Date, and each Extended 2023 Term Lender has severally agreed in an amount equal to provide an such 2022-2 Incremental Term Loan Commitment in the amount equal to the excess of the amount set forth opposite next to such Extended 2023 Additional Term Lender Lender’s name on Schedule 2.01 I hereto over its Existing under the caption “2022-2 Incremental Term LoansLoan Commitment”. (b) On the Second Amendment Effective Date immediately following the effectiveness of the amendments 2.2. Except as otherwise expressly set forth herein and in Section 2 above, this Amendment shall constitute an “Incremental Assumption Agreement” pursuant to Section 2.20 of the Amended Credit Agreement, the 2022-2 Incremental Term Loan Commitments referred Loans shall have terms that are identical to in Section 4(a) above those of the Existing Term A-1 Loans. Effective as of the Incremental Closing Date, the 2022-2 Incremental Term Loans shall constitute additional the same Class of Term Loans as the Existing Term A-1 Loans and shall be fungible with the Existing Term A-1 Loans. Except as necessary to give effect to the provisions of Section 2.3 through 2.6 below, (a) the 2022-2 Incremental Term Loans shall be “CommitmentsLoans”, “Term Loans”, “Term A-1 Loans” and any loans made pursuant to such “Incremental Term Loans” and (b) the 2022-2 Incremental Term Loan Commitments shall constitute be “Commitments”, “Term A LoansLoan Commitments”, “Term A-1 Loan Commitments” under and “Incremental Term Loan Commitments”, in each case, for all purposes of the Credit Agreement and the other Loan Documents. The 2022-2 Incremental Term Loans may be repaid or prepaid in the same manner as the Existing Term A-1 Loans in accordance with the provisions of the Credit Agreement and this Agreement, but once repaid or prepaid may not be reborrowed. 2.3. The aggregate principal amount of the 2022-2 Incremental Term Loans made on the Incremental Closing Date shall be $240,000,000. 2.4. The Maturity Date in respect of the 2022-2 Incremental Term Loans (the “2022-2 Incremental Term Loan Maturity Date”) shall be the Maturity Date in respect of the Existing Term A-1 Loans as set forth in this Section 4the definition “Term Loan Maturity Date” in the Credit Agreement. 2.5. The 2022-2 Incremental Term Loans shall accrue interest on the same basis, and with the same Base Rate Margin, RFR Margin or Term Benchmark Margin, as applicable, as the Existing Term A-1 Loans (cit being understood that, as of the Incremental Closing Date, the 2022-2 Incremental Term Loans shall constitute the same Type of Loans as the Existing Term A-1 Loans and, to the extent the Existing Term A-1 Loans are Term Benchmark Loans, have an initial Interest Period ending on the last day of the Interest Period applicable to the Existing Term A-1 Loans). 2.6. Commencing with the first fiscal quarter ending after the Incremental Closing Date, the 2022-2 Incremental Term Loans shall be repayable in equal quarterly installments such that the amount repaid in each such quarterly installment is equal to 1.25% (or such higher percentage as may be necessary to make the 2022-2 Incremental Term Loans fungible with the Term A-1 Loans outstanding immediately prior to the Incremental Closing Date) of the original aggregate principal amount of the 2022-2 Incremental Term Loans (as such amounts may be reduced pursuant to Section 6.2 of the Credit Agreement) on the same dates as for the Existing Term A-1 Loans as set forth in Section 6.3 of the Credit Agreement. The balance of the 2022-2 Incremental Term Loans will be repayable on the 2022-2 Incremental Term Loan Commitments Maturity Date. 2.7. Except as expressly set forth herein, the 2022-2 Incremental Term Loans shall have the same terms and conditions as those the Existing Term A-1 Loans and shall be “Term A-1 Loans” for all purposes under the Credit Agreement and the other Loan Documents. 2.8. With respect to the 2022-2 Incremental Term Loans, this Agreement is an Incremental Assumption Agreement referred to in Section 6.1.3(b) of the existing Commitments existing immediately Existing Credit Agreement. The parties hereto agree that this Agreement constitutes the notice required pursuant to Section 6.1.3(a) of the Existing Credit Agreement. 2.9. To the extent the Incremental Closing Date has not occurred prior to February 15, 2023 (such later date, the Second Amendment Effective “Term Loan A Ticking Fee Commencement Date”), Parent agrees to pay to the Administrative Agent, for the ratable benefit of the Additional Term Lenders, a ticking fee (the “Term Loan A Ticking Fee”) commencing on the Term Loan A Ticking Fee Commencement Date and ending on the earlier to occur of (x) the date of termination or expiration in full of the 2022-2 Incremental Term Loan Commitments (the “Term Loan A Termination Date”) and (y) the Incremental Closing Date, includingin an amount equal to 0.25% per annum on the 2022-2 Incremental Term Loan Commitments, for the full amount of which fee shall be payable on the earlier of the Term Loan A Termination Date and the Incremental Closing Date (such date, the “Term Loan A Ticking Fee Payment Date”). For the avoidance of doubt, each the Term Loan A Ticking Fee is the “Term Loan A Ticking Fee” referred to in that certain fee letter, dated October 26, 2022, between Parent and JPMorgan Chase Bank, N.A. and shall not be paid in duplication of the terms and conditions existing under the Credit Agreement as amended by this Amendmentsuch fee. 2.10. To the extent the Incremental Closing Date has not occurred prior to the Termination Date (d) Following the Second Amendment Effective Dateas defined below), the 2022-2 Incremental Term Loan Commitments referred of the Additional Term Lenders and the commitment to in Section 4(a) shall be Extended 2023 fund the 2022-2 Incremental Term Loan Commitments and all Term A Loans shall terminate on the earliest of (i) the Outside Date (as defined in the Acquisition Agreement as in effect on October 26, 2022 (including as may be made extended pursuant to Section 7.01(b)(i) of the Acquisition Agreement as in effect on October 26, 2022)), (ii) the valid termination of the Acquisition Agreement in accordance with its terms, and (iii) as to this Agreement, the aggregate Commitments consummation of the Term Lenders after giving effect to Acquisition without the use this Agreement (including the 2022-2 Incremental Term Loan Loans and the Additional Revolving Commitments contemplated hereby. Pursuant to Section 2.20(d) of the Credit Agreement(such earliest date, the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans are in the form of additional Term A Loans, including the Incremental Term Loans made in respect of the Incremental Term Loan Commitments contemplated hereby, when originally made, are included in each Borrowing of outstanding Term A Loans on a pro rata basis“Termination Date”).