Common use of Yield Clause in Contracts

Yield. If the initial Yield (as defined below) on any Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations exceeds the then applicable Yield on the Term Loans existing on the Increase Effective Date by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for each applicable existing tranche of Term Loans shall automatically be increased by the Yield Differential. “Yield” shall mean, with respect to any credit facility, the then “effective yield” on such Term Loans consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting, ticking, unused line and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities as such in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to any such facility and that are paid or payable in connection with such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment (A) is less than 1.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan Commitments, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan Commitment.

Yield. If the initial Yield (as defined below) on any Incremental Term Loans (not including Permitted Incremental Equivalent Debt) that (a) are incurred under the Incurrence Ratio (for the avoidance of doubt, Incremental Term Loans that are initially incurred under the Fixed Incremental Amount and later reclassified pursuant to the Incremental Reclassification Provision as having been incurred under the Incurrence Ratio shall not be deemed for purposes of this sentence to have been incurred under the Incurrence Ratio on or prior to the six month anniversary of the Closing Date), (b) are secured on a pari passu basis with the Secured Obligations Obligations, (c) have an outside maturity date on the latest maturity date of the initial Term Loans, (d) are denominated in Dollars and (e) that provide for the payment of interest at a floating rate, exceeds the then applicable Yield on the Term Loans existing on the Increase Effective Date by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then then, solely to the extent the aggregate principal amount of all such Incremental Term Loans exceeds $70,000,000 (or, if the Specified 2018 Acquisition is consummated on or prior to the date that is 180 days after the Closing Date, $93,800,000) solely to the extent the Required Lenders have not waived the provisions of this clause (f), the Applicable Margin then in effect for each applicable existing such tranche of Term Loans shall automatically be increased by the Yield Differential. “Yield” shall mean, with respect to any credit facility, the then “effective yield” on such Term Loans facility consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting, ticking, unused line and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities as such in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to any such facility and that are paid or payable in connection with such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment (A) is less than 1.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan Commitments, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan Commitment.

Yield. If the initial Yield (as defined below) on any Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations exceeds the then applicable Yield on the Term Loans existing on the Increase Effective Date (including any prior Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations) by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for each applicable existing tranche of Term Loans shall automatically be increased by the Yield Differential. “Yield” shall mean, with respect to any credit facility, the then “effective yield” on such Term Loans consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting, ticking, unused line underwriting and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities as such in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to any such facility and that are paid or payable in connection with such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any 115 such Incremental Term Loan Commitment (A) is less than 1.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan Commitments, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan Commitment.

Yield. If The standard expected yield of Products based on kilograms and potency of the initial Inputs and alpha-1 potency (“Expected Yield”), and the calculation method used to determine such Expected Yield, shall be set forth on Exhibit H, which shall be attached hereto and incorporated herein by reference (the “Yield Calculation”). The actual yield of Column Eluate (“Actual Yield”) and the Expected Yield shall be reconciled by Bayer quarterly within thirty (30) days of each January 1, April 1, July 1 and October 1, and the results thereof shall be promptly reported to Purchaser. Upon mutual agreement of the Parties, the Expected Yield shall be appropriately adjusted. As soon as practicable following the Effective Date, the Parties shall mutually agree upon, in writing, the effect that any variance between Expected Yield and Yield Calculation may have on price. During any rolling four quarter period of the Term, if the Actual Yield fails to meet the Expected Yield, then Bayer shall compensate Purchaser for that amount of Inputs used in the processing attributable to the lower yield, and if the Actual Yield exceeds the Expected Yield, then Purchaser shall compensate Bayer for that amount of Inputs used in processing attributable to the higher yield, in each case at a rate of one hundred fifteen percent (115%) of the Input Replacement Value (as defined belowin Section 2.13) on per kilogram of Inputs. [***] Without limiting the foregoing, Purchaser may at its election provide additional Inputs to Bayer to compensate for any Incremental Term Loans variance between Expected Yield and Actual Yield so that are secured on a pari passu basis with Products may be processed in amounts meeting the Secured Obligations exceeds quantity specified in the then applicable Yield on Binding Production Forecast; provided, however, that any election by Purchaser not to provide such additional Inputs shall operate to waive Purchaser’s rights under Section 9.4. If Purchaser fails to provide Inputs which constitute Required Inputs and which meet the Term Loans existing on the Increase Effective Date by more than 50 basis points Input Specifications for any reason (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”including Force Majeure), then Bayer shall not be responsible for meeting the Applicable Margin then in effect Expected Yield computed pursuant to this Section 2.6 for each applicable existing tranche of Term Loans shall automatically be increased by the Yield Differential. “Yield” shall mean, with respect to any credit facility, the then “effective yield” on such Term Loans consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting, ticking, unused line and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities as long as such failure continues and for a period of forty-five (45) days after Purchaser resumes providing Inputs which constitute Required Inputs and which meet Input Specifications. If Purchaser does not provide Inputs which ***CONFIDENTIAL TREATMENT REQUESTED constitute Required Inputs and which meet the Input Specifications for any reason, including Force Majeure, for a consecutive period of six (6) months, then the Parties shall negotiate in connection with good faith for a period of three (3) months to amend this Agreement as to direct costs of Bayer as a result of Inputs that do not constitute Required Inputs or do not meet Input Specifications. If the applicable facility and any other fees that Parties are not generally payable unable to all lenders (or their Affiliates) ratably with respect reach agreement to any such facility and that are paid or payable in connection with such facility amend this Agreement during the Initial Term, then the matter shall be excludedresolved in accordance with Section 12.9. If the Parties are unable to reach agreement to amend this Agreement during any term after the Initial Term, (y) original issue discount and upfront fees paid or payable then Bayer may, at its sole option, terminate this Agreement for cause pursuant to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment (A) is less than 1.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan Commitments, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan CommitmentSection 4.1 hereof.

Yield. If the initial Yield (as defined below) on any Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations exceeds the then applicable Yield on the Term Loans existing on the Increase Effective Date (including any prior Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations) by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for each applicable existing tranche of Term Loans shall automatically be increased by the Yield Differential. “Yield” shall mean, with respect to any credit facility, the then “effective yield” on such Term Loans consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting, ticking, unused line underwriting and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities as such in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to any such facility and that are paid or payable in connection with such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment (A) is less than 1.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan Commitments, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan Commitment.

Yield. If the initial Yield (as defined below) on any Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations exceeds the then applicable Yield on the Term Loans existing on the Increase Effective Date by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for each applicable existing such tranche of Term Loans shall automatically be increased by the Yield Differential. “Yield” shall mean, with respect to any credit facility, the then “effective yield” on such Term Loans facility consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting, ticking, unused line and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities as such in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to any such facility and that are paid or payable in connection with such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment (A) is less than 1.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan Commitments, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan Commitment.

Yield. If the initial Yield (as defined below) on any Incremental Term Term(f) Loans that are secured on a pari passu basis with the Secured Obligations exceeds the then applicable Yield on the Term Loans existing on the Increase Effective Date by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”)points, then the Applicable Margin interest rate margins then in effect for each applicable existing tranche of Term Loans shall automatically be increased by to the extent necessary so that the Yield Differentialon the existing Loans is 50 basis points less than the Yield on such Incremental Facility. “Yield” shall mean, with respect shall mean the yield of such indebtedness, whether in the form of interest rate, margin, OID, upfront fees, index floors or otherwise, in each case payable by the Borrower generally to any credit facilitylenders, the then “effective yield” on such Term Loans consistent with generally accepted financial practiceprovided that OID and upfront fees shall be equated to interest rate assuming a four year life to maturity, it being understood that (x) customary arrangementand shall not include arrangement fees, commitmentstructuring fees, structuringticking fees, underwriting, tickingcommitment fees, unused line and amendment fees, underwriting fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities as such in connection with the applicable facility and any other amendment and similar fees that are not paid generally payable to the lenders. Equal and Ratable Benefit. The Loans and Commitments established(g) pursuant to this Section 2.20 shall constitute Loans and Commitments under, and shall be entitled to all lenders (the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Borrower and the other Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC or their Affiliates) ratably with respect to any such facility and that are paid or payable in connection with such facility shall be excluded, (y) original issue discount and upfront fees paid or payable otherwise after giving effect to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date establishment of any such Incremental Term Loan Commitment (A) is less than 1.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to or any such Incremental Term Loan Commitments, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan Commitment.

Yield. If the initial Yield (as defined below) on any Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations exceeds the then applicable Yield on the Term Loans existing on the Increase Effective Date by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for each applicable existing tranche of Term Loans shall automatically be increased by the Yield Differential. “Yield” shall mean, with respect to any credit facility, the then “effective yield” on such Term Loans consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting, ticking, unused line and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities as such in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to any such facility and that are paid or payable in connection with such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment (A) is less than 1.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan Commitments, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan Commitment.

Yield. If the initial Yield (as defined below) on any Incremental Term Loans (not including any Permitted Incremental Equivalent Debt) that (a) are incurred under the Incurrence Ratio (for the avoidance of doubt, Incremental Term loans that are initially incurred under the Fixed Incremental Amount (solely to the extent utilized through the Maximum Incremental Facilities Amount and not, for the avoidance of doubt, through the Fixed Incremental Reallocation Provision) and later reclassified pursuant to the Incremental Reclassification Provision as having been incurred under the Incurrence Ratio shall not be deemed for purposes of this sentence to have been incurred under the Incurrence Ratio) on or prior to Xxxxx 0, 0000, (x) are secured on a pari passu basis with the Secured Obligations (in both security and right of payment), (c) have an outside maturity date on or prior to the date that is one year after the latest maturity date of the initial Term Loans, (d) are denominated in Dollars and (e) that provide for the payment of interest at a floating rate, exceeds the then applicable Yield on the Term Loans existing on the Increase Effective Date by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then then, solely to the extent the aggregate principal amount of all such Incremental Term Loans exceeds $190,000,000 solely to the extent the Required Lenders have not waived the provisions of this clause (f), the Applicable Margin then in effect for each applicable existing such tranche of Term Loans shall automatically be increased by the Yield Differential. “Yield” shall mean, with respect to any credit facility, the then “effective yield” on such Term Loans facility consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting, ticking, unused line and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities as such in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to any such facility and that are paid or payable in connection with such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment is (A) is less than 1.00.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose purposes of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan CommitmentsFacility, the amount of such difference shall be deemed added to the interest rate margins for the Loans loans under such Incremental Term Loan CommitmentFacility solely for such purpose (provided that, to the extent any increase in interest rate margin would be required pursuant to the foregoing provisions, solely on account of clause (B) immediately above, such increase shall be effected solely by way of an increase in the LIBOR floor instead of an increase in the applicable margin).

Yield. If the initial Yield (as defined below) on any Incremental Term Loans (including any Permitted Incremental Equivalent Debt and/or Indebtedness under Section 6.01(u) solely to the extent applicable thereto pursuant to the operative provisions herein governing such Indebtedness) that (a) are incurred utilizing the Incurrence Ratio (for the avoidance of doubt, Incremental Term Loans that are initially incurred under the Fixed Incremental Amount and later reclassified pursuant to the Incremental Reclassification Provision as having been incurred under the Incurrence Ratio shall not be deemed for purposes of this sentence to have been incurred under the Incurrence Ratio) on or prior to the 6 month anniversary of the Closing Date, (b) are secured on a pari passu basis with the Secured Obligations (in both security and right of payment), (c) have an outside maturity date on or prior to the Latest Maturity Date of the initial Term Loans, (d) are denominated in Dollars, (e) that provide for the payment of interest at a floating rate, (f) are broadly syndicated term loan B loans, and (g) incurred for any purpose other than a Permitted Acquisition or other Investment, exceeds the then applicable Yield on the initial Term Loans existing advanced on the Increase Effective Closing Date outstanding at such time by more than 50 100 basis points (the amount of such excess above 50 100 basis points being referred to herein as the “Yield Differential”), then then, solely to the extent that (1) Lenders holding more than 50% of the aggregate principal amount of the initial Term Loans advanced on the Closing Date outstanding at such time (provided that the Term Loans held by any Defaulting Lender shall be excluded for purposes of making such determination) have not waived the provisions of this clause (f) (such provisions, the “MFN Protection”), and (2) the aggregate principal amount of all Incremental Term Loans (and if applicable Permitted Incremental Equivalent Debt and Indebtedness incurred under Section 6.01(u)) that would be subject to the adjustment provided for in this sentence (after giving effect to all other carve-outs thereto) but for this clause (2) exceeds the greater of (i) $55,000,000 and (ii) 100% of Consolidated EBITDA for the Test Period most recently ended, the Applicable Margin then in effect for each applicable existing tranche of the initial Term Loans advanced on the Closing Date shall automatically be increased by the Yield Differential. “Yield” shall mean, with respect to any credit facility, the then “effective yield” on such Term Loans facility consistent with generally accepted financial practice, it being understood agreed that (x) customary arrangement, commitment, structuring, underwriting, ticking, unused line line, consent and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities as such in connection with the applicable facility facility, any call protection or prepayment premiums paid or payable in connection with such facility, and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to any such facility and that are paid or payable in connection with such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate Term SOFR for a three month interest period on the closing date of any such Incremental Term Loan Commitment is (A) is less than 1.00.50%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan CommitmentsLoans, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan CommitmentLoans solely for such purpose; provided that, to the extent any increase in interest rate margin would be required pursuant to the foregoing provisions, solely on account of clause (B) immediately above, such increase shall be effected solely by way of an increase in Term SOFR floor instead of an increase in the Applicable Margin).

Yield. If the initial Yield (as defined below) on any Incremental Term Loans (not including any Permitted Incremental Equivalent Debt) that (a) are incurred utilizing the Incurrence Ratio (for the avoidance of doubt, Incremental Term Loans that are initially incurred under the Fixed Incremental Amount and later reclassified as having been incurred under the Incurrence Ratio shall not be deemed for purposes of this sentence to have been incurred under the Incurrence Ratio) on or prior to the 6 month anniversary of the Closing Date, (b) are secured on a pari passu basis with the Secured Obligations (in both security and right of payment), (c) have an outside maturity date on or prior to the Latest Maturity Date of the initial Term Loans, (d) are denominated in Dollars, (e) that provide for the payment of interest at a floating rate, and (f) are broadly syndicated term loan B loans, and (f) incurred for any purpose other than a Permitted Acquisition or other Investment, exceeds the then applicable Yield on the initial Term Loans existing of any Class advanced on the Increase Effective Closing Date outstanding at such time by more than 50 100 basis points (the amount of such excess above 50 100 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for each applicable existing tranche of Term Loans shall automatically be increased by the Yield Differential. “Yield” shall meanthen, with respect to any credit facility, the then “effective yield” on such Term Loans consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting, ticking, unused line and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities as such in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to any such facility and that are paid or payable in connection with such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) solely to the extent that (1) Lenders holding more than 50% of the Adjusted LIBO Rate for a three month interest period aggregate principal amount of the initial Term Loans of any Class advanced on the closing date Closing Date outstanding at such time (provided that the initial Term Loans held by any Defaulting Lender shall be excluded for purposes of any making such determination) have not waived the provisions of this clause (f) (such provisions, the “MFN Protection”), and (2) the aggregate principal amount of all Incremental Term Loan Commitment (A) is less than 1.0%, the amount of such difference shall Loans that would be deemed added subject to the interest margin adjustment provided for in this sentence (after giving effect to all other carve-outs thereto) but for this clause (2) exceeds the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan Commitments, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan Commitment.greater of

Yield. If the initial Yield (as defined below) on any Incremental Term Loans (not including any Permitted Incremental Equivalent Debt) that are secured on a pari passu basis with the Secured Obligations (in both security and right of payment) exceeds the then applicable Yield on the Term Loans existing on the Increase Effective Date by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then then, solely to the extent the Required Lenders have not waived the provisions of this clause (f), the Applicable Margin then in effect for each applicable existing such tranche of Term Loans shall automatically be increased by the Yield Differential. “Yield” shall mean, with respect to any credit facility, the then “effective yield” on such Term Loans facility consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting, ticking, unused line line, consent and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities as such in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to any such facility and that are paid or payable in connection with such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment is (A) is less than 1.00.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose purposes of determining whether an increase in the interest rate margins margin for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan CommitmentsLoans, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan CommitmentLoans solely for such purpose (provided that, to the extent any increase in interest rate margin would be required pursuant to the foregoing provisions, solely on account of clause (B) immediately above, such increase shall be effected solely by way of an increase in the Adjusted LIBO Rate floor instead of an increase in the applicable margin).

Yield. If the initial Yield (as defined below) on any Incremental Term Loans (not including any Permitted Incremental Equivalent Debt) that are secured on a pari passu basis with the Secured Obligations (in both security and right of payment) exceeds the then applicable Yield on the Term Loans existing on the Increase Effective Date by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then then, solely to the extent the Required Lenders have not waived the provisions of this clause (f), the Applicable Margin then in effect for each applicable existing such tranche of Term Loans shall automatically be increased by the Yield Differential. “Yield” shall mean, with respect to any credit facility, the then “effective yield” on such Term Loans facility consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting, ticking, unused line line, consent and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities as such in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to any such facility and that are paid or payable in connection with such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment is (A) is 107 less than 1.00.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose purposes of determining whether an increase in the interest rate margins margin for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan CommitmentsLoans, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan CommitmentLoans solely for such purpose (provided that, to the extent any increase in interest rate margin would be required pursuant to the foregoing provisions, solely on account of clause (B) immediately above, such increase shall be effected solely by way of an increase in the Adjusted LIBO Rate floor instead of an increase in the applicable margin).