Common use of The Incremental Term Loans Clause in Contracts

The Incremental Term Loans. (A) shall be secured only by all or a portion of the Collateral securing the Secured Obligations (and shall not be secured on basis senior to the Liens securing the the Initial Term Loans) and shall only be guaranteed by the Loan Parties (and shall not rank prior in right of payment to the Initial Term Loans), (B) shall not mature earlier than the Initial Term Maturity Date, (C) shall not have a shorter Weighted Average Life to Maturity than the then remaining Weighted Average Life to Maturity of the Initial Term Loans, (D) any Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not, except in the case of any Refinancing of such Indebtedness, on a greater than a pro rata basis) in any mandatory prepayments of the Term Loans hereunder, as specified in the applicable Incremental Amendment, (E) shall have a maturity date (subject to clause (B)), an amortization schedule (subject to clause (C)), and interest rates (including through fixed exchange rates or payment-in-kind interest), interest rate margins, AHYDO Catch-Up Payments, rate floors, fees, funding discounts, original issue discounts, closing payments, currency types and denominations, and redemption or prepayment terms (subject to clause (D)) and premiums for the Incremental Term Loans as determined by the Borrower and the lenders of the Incremental Term Loans; provided that, during the period commencing on the Effective Date and ending on the date that is twelve months after the Effective Date, in the event that the Effective Yield for any Incremental Term Loans (other than Incremental Term Loans (1) established pursuant to the proviso of Section 2.20(b), (2) having a final maturity date that is more than two years after the Initial Term Maturity Date, (3) Incurred in connection with an Acquisition, Investment or similar transaction, (4) denominated in a currency other than Dollars or (5) Incurred under the Incremental Base Amount (clauses (1) through (5), collectively, the “MFN Exceptions”)) is greater than the Effective Yield for the Initial Term Loans by more than 0.50%, then the Applicable Rates for the Initial Term Loans shall be increased to the extent necessary so that the Effective Yield for the Initial Term Loans are equal to the Effective Yield for the Incremental Term Loans minus 0.50% (this proviso, the “MFN Protection”), (F) may otherwise have terms and conditions different from those of the Initial Term Loans; provided that (x) except with respect to matters contemplated by clauses (B), (C), (D) and (E) above, any differences shall be, at the option of the Borrower, either (1) reasonably satisfactory to the Administrative Agent (except for covenants and other provisions or requirements applicable only to the periods after the Latest Maturity Date), (2) consistent with market terms and conditions, when taken as a whole, at the time of Incurrence or effectiveness of such Incremental Facility (as determined by the Borrower in good faith) or (3) not be materially more restrictive on the Borrower and its Restricted Subsidiaries than the terms of this Agreement, when taken as a whole and (y) the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility.

The Incremental Term Loans. Pursuant to Section 2.4 of the Credit Agreement, and subject to the satisfaction of the conditions set forth in Section 4 hereof, on and as of the Effective Date: (Aa) Each Loan Party, the Administrative Agent and each Incremental Term Loan Lender, hereby agree that upon, and subject to, the occurrence of the Effective Date (as hereinafter defined), (i) such Incremental Term Loan Lender shall be secured only by all or a portion of the Collateral securing the Secured Obligations (deemed to be, and shall not be secured on basis senior become, a “Term Lender”, an “Incremental Lender” and a “Lender” for all purposes of, and subject to all the obligations of a “Term Lender”, an “Incremental Lender” and a “Lender” under, the Credit Agreement and the other Loan Documents, (ii) such Incremental Term Loan Lender shall have an Incremental Term Commitment that is equal to the Liens securing amount set forth opposite such Incremental Term Loan Lender’s name under the the Initial heading “Incremental Term LoansLoan Commitment” on Schedule 1 to this Agreement and (iii) and shall only be guaranteed by the such Incremental Term Loan Parties (and shall not rank prior in right of payment to the Initial Term Loans), (B) shall not mature earlier than the Initial Term Maturity Date, (C) shall not have a shorter Weighted Average Life to Maturity than the then remaining Weighted Average Life to Maturity of the Initial Term Loans, (D) any Lender’s Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not, except in the case of any Refinancing of such Indebtedness, on a greater than a pro rata basis) in any mandatory prepayments of the shall be deemed to be Term Loans hereunder, as specified in for all purposes under the applicable Credit Agreement. The Incremental Amendment, (E) shall have a maturity date (subject to clause (B)), an amortization schedule (subject to clause (C)), Term Loan Lender’ Incremental Term Loan Commitments and interest rates (including through fixed exchange rates or payment-in-kind interest), interest rate margins, AHYDO Catch-Up Payments, rate floors, fees, funding discounts, original issue discounts, closing payments, currency types and denominations, and redemption or prepayment terms (subject to clause (D)) and premiums for the Incremental Term Loans as determined provided pursuant to this Agreement shall be subject to all of the terms and conditions set forth in the Credit Agreement, and shall be entitled to all the benefits afforded by the Borrower Credit Agreement and the lenders of the other Loan Documents. (b) Each Incremental Term Loans; provided that, during Loan Lender hereby agrees to make Incremental Term Loans to the period commencing Borrower on the Effective Date and ending on the date that is twelve months after the Effective Date, in the event that the Effective Yield for any a principal amount not to exceed its respective Incremental Term Loans Loan Commitment (other than as determined after giving effect to this Agreement). (c) Each Incremental Term Loans Loan Lender: (1i) established pursuant to the proviso of Section 2.20(b), (2) having confirms that it has received a final maturity date that is more than two years after the Initial Term Maturity Date, (3) Incurred in connection with an Acquisition, Investment or similar transaction, (4) denominated in a currency other than Dollars or (5) Incurred under the Incremental Base Amount (clauses (1) through (5), collectively, the “MFN Exceptions”)) is greater than the Effective Yield for the Initial Term Loans by more than 0.50%, then the Applicable Rates for the Initial Term Loans shall be increased to the extent necessary so that the Effective Yield for the Initial Term Loans are equal to the Effective Yield for the Incremental Term Loans minus 0.50% (this proviso, the “MFN Protection”), (F) may otherwise have terms and conditions different from those copy of the Initial Term Loans; provided that (x) except Credit Agreement and the other Loan Documents, together with respect to matters contemplated by clauses (B), (C), (D) and (E) above, any differences shall be, at the option copies of the Borrowerfinancial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this agreement; (ii) agrees that it will, either (1) reasonably satisfactory to independently and without reliance upon the Administrative Agent or any arranger or similar agent or any other Incremental Term Loan Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (except for covenants iii) appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other provisions or requirements applicable only Loan Documents as are delegated to the periods after the Latest Maturity Date), (2) consistent with market terms and conditions, when taken as a whole, at the time of Incurrence or effectiveness of such Incremental Facility (as determined Agents by the Borrower terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in good faith) or (3) not be materially more restrictive on accordance with their terms all of the Borrower and its Restricted Subsidiaries than obligations which by the terms of this Agreement, when taken the Credit Agreement and the other Loan Documents required to be performed by it as a whole and (y) the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each FacilityLender.

The Incremental Term Loans. (A) shall rank equal in right of payment and security with the Initial Term Loans, shall be secured only by all or a portion of the Collateral securing the Secured Obligations (and shall not be secured on basis senior to the Liens securing the the Initial Term Loans) and shall only be guaranteed by the Loan Parties (and shall not rank prior in right of payment to the Initial Term Loans)Parties, (B) except to the extent constituting Permitted Term Loan A Indebtedness, shall not mature earlier than the Initial Term Maturity Date, (C) except to the extent constituting Permitted Term Loan A Indebtedness, shall not have a shorter Weighted Average Life to Maturity than the then remaining Weighted Average Life to Maturity of the Initial Term Loans, (D) any Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not, except in the case of any Refinancing of such Indebtedness, on a greater than a pro rata basis) in any mandatory prepayments of the Term Loans hereunder, as specified in the applicable Incremental Amendment, (E) except to the extent constituting Permitted Term Loan A Indebtedness, shall have a maturity date (subject to clause (B)), an amortization schedule (subject to clause (C)), and interest rates (including through fixed exchange rates or payment-in-kind interestinterest rates), interest margins, rate marginsfloors, upfront fees, AHYDO Catch-Up Payments, rate floors, fees, funding discounts, original issue discounts, closing payments, currency types discounts and denominations, and redemption or prepayment terms (subject to clause (D)) and premiums for the Incremental Term Loans as determined by the Borrower and the lenders of the Incremental Term Loans; provided that, during the period commencing on the Effective Date and ending on the date that is twelve months after the Effective Date, in the event that the Effective Yield for any Incremental Term Loans (other than Incremental Term Loans (1w) Incurred pursuant to clause (B) of Section 2.20(b), (x) established pursuant to the proviso of Section 2.20(b), or (2y) having a final maturity date that is more than two years after the Initial Term Maturity Date, (3) Incurred in connection with an Acquisition, Investment or similar transaction, (4) denominated in a currency other than Dollars or (5) Incurred under the Incremental Base Amount Date (clauses (1w), (x) through and (5y), collectively, the “MFN Exceptions”)) ), incurred prior to the date that is one year after the Effective Date is greater than the Effective Yield for the Initial Term Loans by more than 0.50%, then the Applicable Rates for the Initial Term Loans shall be increased to the extent necessary so that the Effective Yield for the Initial Term Loans are equal to the Effective Yield for the Incremental Term Loans minus 0.50% (this proviso, the “MFN Protection”),; provided, further, that, with respect to any Incremental Term Loans that do not bear interest at a rate determined by reference to the Eurodollar Rate, for purposes of calculating the applicable increase (if any) in the Applicable Rates for the Initial Term Loans in the immediately preceding proviso, the Applicable Rate for such Incremental Term Loans shall be deemed to be the interest rate (calculated after giving pro forma effect to any increases required pursuant to the immediately succeeding proviso) of such Incremental Term Loans less the then applicable Reference Rate; and (F) may otherwise have terms and conditions different from those of the Initial Term Loans; provided that (x) except with respect to matters contemplated by clauses (B), (C), (D) and (E) above, any differences shall be, at not be materially restrictive on the option of Borrower and its Restricted Subsidiaries (when taken as a whole) than the Borrower, either (1) reasonably satisfactory to the Administrative Agent terms contained in this Agreement (except for covenants and other provisions or requirements applicable only to the periods after the Latest Maturity Date), (2Date or added for the benefit of all Secured Parties) consistent with market terms and conditions, when taken as a whole, at the time of Incurrence or effectiveness of such Incremental Facility (as determined by the Borrower in good faith) or (3) not be materially more restrictive on the Borrower and its Restricted Subsidiaries than the terms of this Agreement, when taken as a whole and (y) the documentation governing any Incremental Term Loans may include (I) any Previously Absent Financial Maintenance Covenant or (II) any Tighter Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant or Tighter Financial Maintenance Covenant, as applicable, for the benefit of each Facility.

The Incremental Term Loans. (A) shall be secured only by all or a portion of the Collateral securing the Secured Obligations (and shall not may be secured on a basis that is pari passu (but without regard to the control of remedies) or junior to (but, for the avoidance of doubt, not senior to to) the Liens securing the the Initial Term Loans) and ), shall only be guaranteed by the Loan Parties (Parties, and shall not rank prior pari passu or junior in right of payment to (but, for the avoidance of doubt, not prior to) the Initial Term Loans), (B) shall not mature earlier than the Initial Term Maturity Date, (C) shall not have a shorter Weighted Average Life to Maturity than the then remaining Weighted Average Life to Maturity of the Initial Term Loans; provided that, Incremental Term Loans that include scheduled amortization no greater than 1.0% per annum shall not be prohibited by this clause (C), (D) any Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not, except in the case of any Refinancing of such Indebtedness, on a greater than a pro rata basis) in any mandatory prepayments of the Term Loans hereunder, as specified in the applicable Incremental Amendment, (E) shall have a maturity date (subject to clause (B)), an amortization schedule (subject to clause (C)), and interest rates (including through fixed exchange rates or payment-in-kind interest), interest rate margins, AHYDO Catch-Up Payments, rate floors, fees, funding discounts, original issue discounts, closing payments, currency types and denominations, and redemption or prepayment terms (subject to clause (D)) and premiums for the Incremental Term Loans as determined by the Borrower and the lenders of the Incremental Term Loans; provided that, during the period commencing on the Effective Date and ending on the date that is twelve months after the Effective Date, in the event that the Effective Yield for any floating rate Dollar-denominated Incremental Term Loans (other than Incremental Term Loans (1) established pursuant to the proviso of Section 2.20(b), (2) having a final maturity date that is more than two years after the Initial Term Maturity Date, (3) Incurred in connection with an Acquisition, Investment or similar transaction, (4) denominated in a currency other than Dollars or (5) Incurred under the Incremental Base Amount (clauses (1) through (5), collectively, the “MFN Exceptions”)) is greater than the Effective Yield for the Initial Term Loans by more than 0.50%, then the Applicable Rates for the Initial Term Loans shall be increased to the extent necessary so that the Effective Yield for the Initial Term Loans are equal to the Effective Yield for the Incremental Term Loans minus 0.50% (this proviso, the “MFN Protection”), (F) may otherwise have terms and conditions different from those of the Initial Term Loans; provided that (x) except with respect to matters contemplated by clauses (A), (B), (C), (D) and (E) above, any differences shall be, at the option of the Borrower, either (1) reasonably satisfactory to the Administrative Agent (acting at the Direction of the Required Lenders) (except for covenants and other provisions or requirements applicable only to the periods after the Latest Maturity Date), (2) consistent with market terms and conditions, when taken as a whole, at the time of Incurrence or effectiveness of such Incremental Facility (as determined by the Borrower in good faith) or (3) not be materially more restrictive on the Borrower and its Restricted Subsidiaries than the terms of this Agreement, when taken as a whole and (y) the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility.

The Incremental Term Loans. (A) shall rank equal in right of payment and security with the Initial Term Loans, shall be secured only by all or a portion of the Collateral securing the Secured Obligations (and shall not be secured on basis senior to the Liens securing the the Initial Term Loans) and shall only be guaranteed by the Loan Parties (and shall not rank prior in right of payment to the Initial Term Loans)Parties, (B) shall not mature earlier than the Initial Term Maturity Date, (C) shall not have a shorter Weighted Average Life to Maturity than the then remaining Weighted Average Life to Maturity of the Initial Term Loans, (D) any Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not, except in the case of any Refinancing of such Indebtedness, on a greater than a pro rata basis) in any mandatory prepayments of the Term Loans hereunder, as specified in the applicable Incremental Amendment, (E) shall have a maturity date (subject to clause (B)), an amortization schedule (subject to clause (C)), and interest rates (including through fixed exchange rates or payment-in-kind interestinterest rates), interest margins, rate marginsfloors, upfront fees, AHYDO Catch-Up Payments, rate floors, fees, funding discounts, original issue discounts, closing payments, currency types discounts and denominations, and redemption or prepayment terms (subject to clause (D)) and premiums for the Incremental Term Loans as determined by the Borrower and the lenders of the Incremental Term Loans; provided that, during the period commencing on the Effective Date and ending on the date that is twelve months after the Effective Date, in the event that the Effective Yield for any Incremental Term Loans (other than Incremental Term Loans (1) established pursuant to the proviso of Section 2.20(b), ) (2) having a final maturity date that is more than two years after the Initial Term Maturity Date, (3) Incurred in connection with an Acquisition, Investment or similar transaction, (4) denominated in a currency other than Dollars or (5) Incurred under the Incremental Base Amount (clauses (1) through (5), collectively, the “MFN ExceptionsException”)) is greater than the Effective Yield for the Initial Term Loans by more than 0.50%, then the Applicable Rates for the Initial Term Loans shall be increased to the extent necessary so that the Effective Yield for the Initial Term Loans are equal to the Effective Yield for the Incremental Term Loans minus 0.50% (this proviso, the “MFN Protection”),; provided, further, that, with respect to any Incremental Term Loans that do not bear interest at a rate determined by reference to the Adjusted LIBO Rate, for purposes of calculating the applicable increase (if any) in the Applicable Rates for the Initial Term Loans in the immediately preceding proviso, the Applicable Rate for such Incremental Term Loans shall be deemed to be the interest rate (calculated after giving pro forma effect to any increases required pursuant to the immediately succeeding proviso) of such Incremental Term Loans less the then applicable Reference Rate, and (F) may otherwise have terms and conditions different from those of the Initial Term Loans; provided that (x) except with respect to matters contemplated by clauses (B), (C), (D) and (E) above, any differences shall be, at the option of the Borrower, either (1) reasonably satisfactory to the Administrative Agent (except for covenants and other provisions or requirements applicable only to the periods after the Latest Maturity Date), (2) consistent with market terms and conditions, when taken as a whole, at the time of Incurrence or effectiveness of such Incremental Facility (as determined by the Borrower in good faith) or (3) not be materially more restrictive on the Borrower and its Restricted Subsidiaries than the terms of this Agreement, (when taken as a whole whole) than the terms contained in this Agreement (except for covenants and other provisions applicable only to the periods after the Latest Maturity Date or added for the benefit of all Facilities) and (y) the documentation governing any Incremental Term Loans may include (I) any Previously Absent Financial Maintenance Covenant or (II) any Tighter Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant or Tighter Financial Maintenance Covenant, as applicable, for the benefit of each Facility.

The Incremental Term Loans. (Ai) shall be secured only by all or a portion of the Collateral securing the Secured Obligations (and shall not be secured on basis senior to the Liens securing the the Initial Term Loans) and shall only be guaranteed by the Loan Parties (and shall not rank prior pari passu in right of payment to and of security with the Initial Revolving Credit Loans and the Term Loans), ; (Bii) shall not mature on such date and amortize on such schedule as each may be agreed by the Borrower and the Lenders providing such Incremental Term Loan, provided that no Incremental Term Loan shall mature earlier than the Initial Term Loan Maturity Date, (C) Date and each Incremental Term Loan shall not have a shorter Weighted Average Life to Maturity that is no shorter than the then remaining Weighted Average Life to Maturity of the Initial Term Loans, ; (Diii) any Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but notexcept as set forth above, except in shall be treated substantially the case of any Refinancing of such Indebtedness, on a greater than a pro rata basis) in any mandatory prepayments of same as the Term Loans hereunder(in each case, as specified in the applicable Incremental Amendment, including with respect to mandatory and voluntary prepayments); (Eiv) shall have bear a maturity date rate of interest, OID (subject to clause (B)), an amortization schedule (subject to clause (C)), and interest rates (including through fixed exchange rates or payment-in-kind interest), interest rate margins, AHYDO Catch-Up Payments, rate floors, fees, funding discounts, original issue discounts, closing payments, currency types and denominations, and redemption or prepayment terms (subject to clause (D)as defined below) and premiums for the Incremental Term Loans initial fees as determined agreed by the Borrower and the lenders Lenders providing such Incremental Term Loan, provided that if the initial yield on any Incremental Term Loan (as reasonably determined by the Administrative Agent and the Borrower to be equal to the sum of (x) the margin above the LIBO Rate on such Incremental Term Loans, (y) if such Incremental Term Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so but excluding any arrangement fees not paid to the Lenders thereof generally (the amount of such discount or fee, expressed as a percentage of the Incremental Term Loans, being referred to herein as “OID”), the amount of such OID (based on an assumed four year weighted average life) and (z) any minimum LIBO rate applicable to such Incremental Term Loans, the “Incremental Yield”) exceeds the initial yield on the Term Loans by more than 50 basis points (taking into account the same factors in making the determination of the yield on the Incremental Term Loans and assuming a weighted average life of four years; the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Rate then in effect for Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Incremental Term Loans; and (v) except as provided thatin clauses (ii) and (iv) above, during the period commencing on the Effective Date terms and ending on the date that is twelve months after the Effective Date, in the event that the Effective Yield for any conditions applicable to Incremental Term Loans (other than Incremental Term Loans (1) established pursuant to the proviso of Section 2.20(b), (2) having a final maturity date that is more than two years after the Initial Term Maturity Date, (3) Incurred in connection with an Acquisition, Investment or similar transaction, (4) denominated in a currency other than Dollars or (5) Incurred under the Incremental Base Amount (clauses (1) through (5), collectively, the “MFN Exceptions”)) is greater than the Effective Yield for the Initial Term Loans by more than 0.50%, then the Applicable Rates for the Initial Term Loans shall be increased to the extent necessary so that the Effective Yield for the Initial Term Loans are equal to the Effective Yield for the Incremental Term Loans minus 0.50% (this proviso, the “MFN Protection”), (F) may otherwise have terms and conditions different from those of the Initial Term Loans; provided that (x) except with respect to matters contemplated by clauses (B), (C), (D) and (E) above, any differences shall be, at the option of the Borrower, either (1) reasonably satisfactory to the Administrative Agent (except for covenants and other provisions or requirements applicable only to the periods after the Latest Maturity Date), (2) consistent with market terms and conditions, when taken as a whole, at the time of Incurrence or effectiveness of such Incremental Facility (as determined by the Borrower in good faith) or (3) not be materially more restrictive on the Borrower than those of the Term Loans. Subject to the limitations in this clause (b) and its Restricted Subsidiaries than the terms of this Agreementany applicable limitations in Section 6.10, when taken as a whole and (y) the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as be issued in exchange for other Indebtedness of the Administrative Agent shall have been given prompt written notice thereof Borrower and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facilityits Restricted Subsidiaries.