Common use of Term Loan Increases Clause in Contracts

Term Loan Increases. (i) In the event that the aggregate amount of Senior Commitment Increases is less than the Senior Facilities Maximum Increase Amount, the Borrower shall have the right, at any time and from time to time prior to the Term Loan Maturity Date, by delivering written notice to the Administrative Agent, to request additional Term Loans (a “Term Loan Increase”); provided that the aggregate Term Loan Increases plus the aggregate Revolving Credit Commitment Increases shall not at any time exceed the Senior Facilities Maximum Increase Amount. (ii) Upon receipt of a written request from the Borrower, the Administrative Agent and the Joint Lead Arrangers shall attempt to arrange and syndicate such Term Loan Increase, by contacting one or more new lenders (the “New Lenders”) or one or more existing Lenders to determine whether such New Lenders desire to make additional Term Loans, and/or whether any such existing Lender, in its sole discretion, desires to increase the aggregate outstanding principal amount of its Term Loans. Each such Term Loan Increase shall be arranged and syndicated by the Administrative Agent and the Joint Lead Arrangers, and any New Lenders shall be selected by the Administrative Agent and the Joint Lead Arrangers in consultation with the Borrower. The Administrative Agent’s and the Joint Lead Arrangers’ agreements to arrange and syndicate any such Term Loan Increase shall not be deemed to constitute a commitment, or an offer, to provide, such Term Loan Increase or a representation, direct or implied, that such arrangement and syndication will be successful. The Borrower shall pay to the Administrative Agent and the Joint Lead Arrangers such fees and expenses in connection with arranging and syndicating each such Term Loan Increase as may be agreed by the Borrower, the Administrative Agent and the Joint Lead Arrangers to achieve a successful syndication of such Term Loan Increase, and no portion of such fees shall be allocable to any Persons other than the Administrative Agent, the Joint Lead Arrangers, Lenders increasing the aggregate outstanding principal amount of their Term Loans or the New Lenders, unless otherwise agreed by the Administrative Agent and the Joint Lead Arrangers. The Administrative Agent and the Joint Lead Arrangers shall have no liability to the Borrower or the Lenders if the Administrative Agent and the Joint Lead Arrangers are unable to successfully arrange and syndicate any requested Term Loan Increase. The Borrower may request Term Loan Increases on any number of occasions, subject to the conditions and provisions set forth herein. No Lender shall have any obligation to increase the aggregate outstanding principal amount of its Term Loans. (iii) If the Administrative Agent and the Joint Lead Arrangers are able to successfully arrange and syndicate any requested Term Loan Increase, such Term Loan Increase shall become effective on the date specified by the Administrative Agent (each such date being referred to a “Term Loan Increase Date”); provided that (A) no Default shall exist on the Term Loan Increase Date both before and after giving effect to such proposed Term Loan Increase on the Term Loan Increase Date; (B) the Borrower shall have paid all fees and expenses in connection with the arrangement and syndication of such Term Loan Increase and (C) the Borrower shall have delivered or caused to be delivered to the Administrative Agent any certificates or other documents reasonably requested by the Administrative Agent in connection with such Term Loan Increase, provided that the Applicable Margin (which for such purposes only, shall be deemed to include all fees or original issue discount (but not customary upfront fees) payable to all Lenders providing such Term Loan Increase) relating to any Term Loan Increase shall not exceed the Applicable Margin (which for such purposes only, shall be deemed not to include all upfront or similar fees payable to the Lenders of the Term Loans) relating to the Term Loans immediately prior to the Term Loan Increase Date by more than 0.25% per annum. In the event the Administrative Agent and the Joint Lead Arrangers shall be unable to successfully arrange and syndicate any requested Term Loan Increase within thirty days of the date of any written request by the Borrower for such Term Loan Increase, such request by the Borrower shall be deemed to have expired and the Administrative Agent and the Joint Lead Arrangers shall have no further obligation to continue such arrangement and syndication efforts; provided that the expiration of such thirty-day period shall not limit the Borrower’s right to make one or more additional requests for a Term Loan Increase. (iv) On each Term Loan Increase Date, subject to the satisfaction of the foregoing terms and conditions, and subject to the limitations set forth in clause (v) of this Section 2.1(b): (w) each New Lender taking part in such Term Loan Increase shall enter into one or more Lender Joinder Agreements or other documents in form and substance reasonably satisfactory to the Administrative Agent, and upon execution of such Lender Joinder Agreements or other documents, such New Lender taking part in such Term Loan Increase shall be deemed to be a “Lender” under this Agreement and the other Loan Documents; (x) the outstanding principal amount of the Term Loans shall be adjusted to take into account the additional Term Loans of the New Lenders taking part in such Term Loan Increase and the increases, if any, in the outstanding principal amount of the Term Loans of the existing Lenders, and (y) each existing Lender who is increasing the outstanding principal amount of its Term Loans shall have returned to the Administrative Agent for cancellation its Term Note, if any, and the Borrower shall have executed and delivered to the Administrative Agent for the benefit of each New Lender taking part in such Term Loan Increase, to the extent requested by such New Lender, and each existing Lender who is increasing the outstanding principal amount of its Term Loans a new Term Note, to the extent requested by such existing Lender in each case, in the aggregate principal amount of such Lender’s outstanding principal amount of its Term Loans after giving effect to the Term Loan Increase. Each of the Lenders hereby authorizes the Administrative Agent to revise Schedule 2.1 on each Term Loan Increase Date to reflect such increase without an amendment to this Agreement. (v) Notwithstanding anything to the contrary set forth in this Section 2.1(b), in no event shall any Term Loan Increase result in any increase or decrease in the amount of any Lender’s the outstanding principal amount of its Term Loans without such Lender’s prior written consent. (vi) Each Term Loan made pursuant to a Term Loan Increase will be secured by the Collateral, pari passu with the other Senior Loans and will be deemed to be part of the Guaranteed Obligations under Article 3.