Common use of Additional Term Loan Facility Clause in Contracts

Additional Term Loan Facility. (i) An Additional Term Loan Facility (A) shall rank pari passu in right of payment with the Revolving Loans and the Term Loan, (B) shall be fully secured on a pari passu basis with the Revolving Loans and the Term Loan, (C) shall not mature earlier than the Term Loan (but may have amortization prior to such date), (D) shall not have a weighted average life and maturity date shorter than that of the Term Loan, (E) shall be treated substantially the same as (and in any event no more favorably than) the Term Loan, including, without limitation, with respect to covenants, representations and warranties, events of default and other applicable terms and conditions, and (F) shall be subject to interest rates as determined by the Administrative Agent at the time of the exercise of such Additional Term Loan Facility and acceptable to all Lenders participating therein; provided that in the event the interest with respect to such Additional Term Loan Facility is greater than the then-current interest rates applicable to the Term Loan by fifty (50.00) basis points or more, then the interest for the Term Loan shall be increased to the extent necessary such that the interest on the Term Loan is fifty (50.00) basis points below such Additional Term Loan Facility. (ii) An Additional Term Loan Facility may be added hereunder pursuant to an amendment or restatement (an “Additional Term Loan Facility Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Lender providing a commitment with respect to the Additional Term Loan Facility, each Additional Lender providing a commitment with respect to the Additional Term Loan Facility, and the Administrative Agent. Notwithstanding anything herein to the contrary, an Additional Term Loan Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of Section 2.10(b) and (c) hereof (including, without limitation, amendments to the definitions in this Agreement and Section 9.8 hereof for the purpose of treating such Additional Term Loan Facility pari passu with the other Loans).

Additional Term Loan Facility. (i) An i. The Additional Term Loan Facility (A) shall rank pari passu in right of payment with the Revolving Loans and the Term LoanLoans, (B) shall be fully secured on a pari passu basis with the Revolving Loans and the Term LoanLoans, (C) shall not mature earlier than the Term Loan last day of the Commitment Period (but may have amortization prior to such date), (D) shall not have a weighted average life and maturity date shorter than that of the Term Loan, (E) shall be treated substantially the same as (and in any event no more favorably than) the Term LoanRevolving Loans, including, without limitation, with respect to covenants, representations and warranties, events of default and other applicable terms and conditions, and (FE) shall be subject to interest rates as determined by the Administrative Agent at the time of the exercise of such Additional Term Loan Facility and acceptable shall contain market terms and provisions subject to all Lenders participating therein; provided that in good faith negotiations between the event Administrative Agent and the interest with respect to such Additional Term Loan Facility is greater than the then-current interest rates applicable to the Term Loan by fifty (50.00) basis points or more, then the interest for the Term Loan shall be increased to the extent necessary such that the interest on the Term Loan is fifty (50.00) basis points below such Additional Term Loan FacilityBorrower. (ii) An . The Additional Term Loan Facility may be added hereunder pursuant to an amendment or restatement (an the “Additional Term Loan Facility Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, each Lender providing a commitment with respect to the Additional Term Loan Facility, each Additional Lender providing a commitment with respect to the Additional Term Loan Facility, and the Administrative Agent. Notwithstanding anything herein to the contrary, an the Additional Term Loan Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of Section 2.10(b) and (c) hereof (including, without limitation, amendments to the definitions in this Agreement and Section 9.8 hereof for the purpose of treating such Additional Term Loan Facility pari passu with the other Loans). iii. With respect to the addition of an Additional Term Loan Facility the proceeds of which are to be used to fund an Acquisition permitted hereunder, the only representations and warranties which shall be a condition to the addition of such Additional Term Loan Facility shall be (A) the representations and warranties made by the seller party thereto as are material to the interests of the Lenders, but only to the extent that the Borrower has (or another Credit Party has) the right to terminate its obligations under the purchase agreement (or comparable agreement) or decline to consummate such Acquisition as a result of a breach of such representations and warranties in such purchase agreement and (B) the Specified Representations. For purposes of this Section 2.10(c)(iii), “Specified Representations” means the representations and warranties relating to the Borrower and the Guarantors set forth in the Loan Documents relating to organization and powers; authorization, due execution and delivery and enforceability, in each case, relating to the entering into and performance of the Loan Documents; no conflicts between the Loan Documents and applicable law or the organizational documents of the applicable Credit Parties immediately after giving effect to the Acquisition; OFAC, FCPA, Patriot Act and other anti-money laundering laws; solvency (after giving effect to the proposed Acquisition) of the Borrower on a Consolidated basis; the Investment Company Act of 1940; Federal Reserve margin regulations; and creation, perfection and priority of security interests in the Collateral (it being understood that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the applicable closing date (other than the creation of and perfection (including by delivery of stock or other equity certificates, if any) of security interests (A) in the equity interests in any Domestic Subsidiary (to the extent constituting Collateral) and (B) in other assets located in the United States with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, then the creation and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the addition of such Additional Term Loan Facility, but instead shall be required to be provided or delivered subsequent thereto pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Borrower acting reasonably).

Additional Term Loan Facility. (i) An The loans under any Additional Term Loan Facility (A) shall rank pari passu in right of payment with the Revolving Loans and the Term Loanother loans made hereunder, (B) shall be fully secured on a pari passu basis with by the Revolving Loans same collateral securing the other loans made hereunder and the Term Loanshall be guaranteed by each Guarantor of Payment, (CB) shall not mature earlier than the Term Loan Maturity Date (but but, subject to clause (D) below, may have amortization prior to such date), (C) except in the case of matters not prohibited by clauses (B), (D) shall not have a weighted average life and maturity date shorter than that of the Term Loan, (E) ), shall be treated substantially the same as (and in any event no more favorably than) the Term Loan, including, without limitation, Loan except with respect to covenantsany terms applicable thereto that are otherwise reasonably satisfactory to the Administrative Agent, representations and warranties, events (D) shall have a weighted average life to maturity no shorter than the remaining weighted average life to maturity of default and any other applicable terms and conditions, term loans provided for hereunder and (FE) shall have such interest rate and original issue discount as may be subject to interest rates as determined agreed by the Administrative Agent at Borrower and the time providers of the exercise of such Additional Term Loan Facility and acceptable to all Lenders participating thereinFacility; provided that in if the event initial Yield on such loans exceeds the interest with respect to such Additional Term Loan Facility is greater than the then-current interest rates Yield applicable to the Term Loan at such time by fifty (50.00) more than 50 basis points or more(the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the interest Applicable Margin then in effect for the Term Loan shall automatically be increased to the extent necessary such that the interest on the Term Loan is fifty (50.00) basis points below such Additional Term Loan Facility. (ii) An Additional Term Loan Facility may be added hereunder pursuant to an amendment or restatement (an “Additional Term Loan Facility Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersYield Differential, each Lender providing a commitment with respect to effective upon the making of such loans under the Additional Term Loan Facility; provided that if such increase is required due to the application of a higher interest rate floor on such Additional Term Facility, each Additional Lender providing a commitment such increase shall be effected solely by establishing or increasing, as applicable, an interest rate floor with respect to the Additional Term Loan Facility, and the Administrative AgentLoan. Notwithstanding anything herein to the contrarycontrary contained herein, an Additional Term Loan Facility Amendment may, such amendment shall become effective without the any further consent of any other Lendersparty to the Loan Documents. For purposes of this Section 2.10(c), effect such amendments to this Agreement and the other Loan Documents “Yield” shall mean, as may be necessary or appropriate, in the reasonable opinion of reasonably determined by the Administrative Agent, to effect the provisions of Section 2.10(b) and (c) hereof (including, without limitation, amendments to the definitions in this Agreement and Section 9.8 hereof for the purpose of treating such Additional Term Loan Facility pari passu with the other Loans).:

Additional Term Loan Facility. (i) An The Additional Term Loan Facility (A) shall rank pari passu in right of payment with the Revolving Loans and the Term LoanLoans, (B) shall be fully secured on a pari passu basis with the Revolving Loans and the Term LoanLoans, (C) shall not mature earlier than the Term Loan last day of the Commitment Period (but may have amortization prior to such date), (D) shall not have a weighted average life and maturity date shorter than that of the Term Loan, (E) shall be treated substantially the same as (and in any event no more favorably than) the Term LoanRevolving Loans, including, without limitation, with respect to covenants, representations and warranties, events of default and other applicable terms and conditions, and (FE) shall be subject to interest rates as determined by the Administrative Agent at the time of the exercise of such Additional Term Loan Facility and acceptable shall contain market terms and provisions subject to all Lenders participating therein; provided that in good faith negotiations between the event Administrative Agent and the interest with respect to such Additional Term Loan Facility is greater than the then-current interest rates applicable to the Term Loan by fifty (50.00) basis points or more, then the interest for the Term Loan shall be increased to the extent necessary such that the interest on the Term Loan is fifty (50.00) basis points below such Additional Term Loan FacilityBorrower. (ii) An The Additional Term Loan Facility may be added hereunder pursuant to an amendment or restatement (an the “Additional Term Loan Facility Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, each Lender providing a commitment with respect to the Additional Term Loan Facility, each Additional Lender providing a commitment with respect to the Additional Term Loan Facility, and the Administrative Agent. Notwithstanding anything herein to the contrary, an the Additional Term Loan Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of Section 2.10(b) and (c) hereof (including, without limitation, amendments to the definitions in this Agreement and Section 9.8 hereof for the purpose of treating such Additional Term Loan Facility pari passu with the other Loans). (iii) With respect to the addition of an Additional Term Loan Facility the proceeds of which are to be used to fund an Acquisition permitted hereunder, the only representations and warranties which shall be a condition to the addition of such Additional Term Loan Facility shall be (A) the representations and warranties made by the seller party thereto as are material to the interests of the Lenders, but only to the extent that the Borrower has (or another Credit Party has) the right to terminate its obligations under the purchase agreement (or comparable agreement) or decline to consummate such Acquisition as a result of a breach of such representations and warranties in such purchase agreement and (B) the Specified Representations. For purposes hereof, “Specified Representations” means the representations and warranties relating to the Borrower and the Guarantors set forth in the Loan Documents relating to organization and powers; authorization, due execution and delivery and enforceability, in each case, relating to the entering into and performance of the Loan Documents; no conflicts between the Loan Documents and applicable law or the organizational documents of the applicable Credit Parties immediately after giving effect to the Acquisition; OFAC, FCPA, Patriot Act and other anti-money laundering laws; solvency (after giving effect to the proposed Acquisition) of the Borrower on a Consolidated basis; the Investment Company Act of 1940; Federal Reserve margin regulations; and creation, perfection and priority of security interests in the Collateral (it being understood that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the applicable closing date (other than the creation of and perfection (including by delivery of stock or other equity certificates, if any) of security interests (A) in the equity interests in any Domestic Subsidiary (to the extent constituting Collateral) and (B) in other assets located in the United States with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, then the creation and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the addition of such Additional Term Loan Facility, but instead shall be required to be provided or delivered subsequent thereto pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Borrower acting reasonably).

Additional Term Loan Facility. (i) An The Additional Term Loan Facility (A) shall rank pari passu in right of payment with the Revolving Loans and the Term LoanLoans, (B) shall be fully secured on a pari passu basis with the Revolving Loans and the Term Loan, (C) shall not mature earlier than the Term Loan last day of the Commitment Period (but may have amortization prior to such date), (D) shall not have a weighted average life and maturity date shorter than that of the Term Loan, (EC) shall be treated substantially the same as (and in any event no more favorably than) the Term LoanRevolving Loans, including, without limitation, with respect to covenants, representations and warranties, events of default and other applicable terms and conditionssimilar interest rates for such Additional Term Loan Facility, and (FD) shall be subject to interest rates as determined customary additional term loan provisions to be mutually agreed upon by the Borrowers, the Administrative Agent at Agent, and the time of the exercise of such Additional Term Loan Facility and acceptable to all Lenders participating therein; provided that in the event the interest with respect to such Additional Term Loan Facility is greater than the then-current interest rates applicable to the Term Loan by fifty (50.00) basis points or more, then the interest for the Term Loan shall be increased to the extent necessary such that the interest on the Term Loan is fifty (50.00) basis points below providing such Additional Term Loan Facility. (ii) An Additional Term Loan Facility may be added hereunder pursuant to an amendment or restatement (an “Additional Term Loan Facility Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Lender providing a commitment with respect to the Additional Term Loan Facility, each Additional Lender providing a commitment with respect to the Additional Term Loan Facility, and the Administrative Agent. Notwithstanding anything herein to the contrary, an Additional Term Loan Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of Section 2.10(b) and (c) hereof (including, without limitation, amendments to the definitions in this Agreement and Section 9.8 hereof for the purpose of treating such Additional Term Loan Facility pari passu with the other Loans).