Common use of Establishment of Incremental Term Loans Clause in Contracts

Establishment of Incremental Term Loans. Subject to Section 2.01(f), the Borrower may, at any time, establish additional term loan commitments (including additional commitments for Term B Loans), provided that: (i) any Person that is not a Lender or Eligible Assignee that is proposed to be a Lender shall be reasonably acceptable to the Administrative Agent; (ii) Persons providing commitments for the Incremental Term Loan pursuant to this Section 2.01(h) will provide an Incremental Term Loan Joinder Agreement; (iii) additional commitments established for the Incremental Term Loan will be in a minimum aggregate principal amount of $15.0 million and integral multiples of $5.0 million in excess thereof; provided that Incremental Term Loan Commitments shall not be established on more than three (3) separate occasions; and (iv) the final maturity date of any Incremental Term Loan shall be no earlier than the Term B Loan Termination Date; (v) the Applicable Percentage (which for the purposes of this Section 2.01(h) being deemed to include any similar interest margin measure) for any proposed Incremental Term Loans shall be determined by the Borrower and the applicable Lenders; provided that in the event that the Applicable Percentage for any proposed Incremental Term Loans is greater than the Applicable Percentage for the Term B Loans (other than such Incremental Term Loans), then the Applicable Percentage for all Term B Loans (other than such Incremental Term Loans) shall be increased to the extent necessary so that the Applicable Percentage for the Term B Loans (other than such Incremental Term Loans) is equal to the Applicable Percentage for the proposed Incremental Term Loans; provided, further, that in determining the Applicable Percentage applicable to the Term B Loans (other than such Incremental Term Loans) and the proposed Incremental Term Loans, original issue discount (“OID”) or upfront fees (other than underwriting fees paid only to Lenders under the Incremental Term Loans in their capacity as such) (which upfront fees, exclusive of the underwriting fees referred to above, shall be deemed to constitute like amounts of OID) payable to the applicable Lenders of the Term B Loans (other than such Incremental Term Loans) or the proposed Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity); (vi) the Weighted Average Life to Maturity of any Incremental Term Loan shall not be shorter than the Term B Loans (without giving effect to such Incremental Term Loans). Any Incremental Term Loan established hereunder shall be on terms to be determined by the Borrower and the Lenders thereunder (and the Borrower and the Administrative Agent may, without the consent of any other Lender, enter into an amendment to this Credit Agreement to appropriately include the Incremental Term Loans hereunder including, without limitation, to provide that such Incremental Term Loans shall share in mandatory prepayments on the same basis as the Term A Loans and Term B Loans); provided that, to the extent that such terms and documentation are not consistent with the Term B Loans (except to the extent permitted by clause (iv), (v) or (vi) above), they shall be reasonably satisfactory to the Administrative Agent; provided further that if any covenant, term (except to the extent permitted by clause (iv), (v) or (vi) above), event of default or remedy in any Incremental Term Loans is more favorable to the lenders thereunder than the corresponding covenant, term, event of default or remedy in the existing Term B Loans, or such Incremental Term Loans contain any covenant, term (except to the extent permitted by clause (iv), (v) or (vi) above), event of default or remedy that is not in the existing Credit Documents, the Credit Parties and the Administrative Agent and/or the Collateral Agent shall, without the consent of or notice to any other party, amend the documentation for such existing Credit Documents so that such covenant, term, event of default and/or remedy is applicable to all Loans and Commitments (or Term Loans and Term Loan Commitments, as applicable) hereunder and/or to incorporate any such covenant, event of default and/or remedy that is not in the existing Credit Documents.

Establishment of Incremental Term Loans. Subject to Section 2.01(f), the Parent Borrower may, at any time, establish additional term loan commitments (including additional commitments for Term B B-4 Loans), ) for Incremental Term Loans; provided that: (i) any Person that is not a Lender or Eligible Assignee that is proposed to be a Lender shall be reasonably acceptable to the Administrative Agent; (ii) Persons providing commitments for the Incremental Term Loan pursuant to this Section 2.01(h) will provide an Incremental Term Loan Joinder Agreement; (iii) additional commitments established for the Incremental Term Loan will be in a minimum aggregate principal amount of $15.0 million and integral multiples of $5.0 million in excess thereof; provided that Incremental Term Loan Commitments such commitments shall not be established on more than three four (34) separate occasions; and; (iv) the final maturity date of any Incremental Term Loan shall be no earlier than the Term B B-4 Loan Termination Date; (v) the Applicable Percentage (which for the purposes of this Section 2.01(h) being deemed Effective Yield with respect to include any similar interest margin measure) for any proposed Incremental Term Loans shall be determined by the Parent Borrower and the applicable LendersLenders of the Incremental Term Loans; provided that with respect to any Incremental Term Loans incurred prior to the date that is twelve (12) months after the Amendment No. 6 Effective Date, in the event that the Applicable Percentage Effective Yield for any proposed such Incremental Term Loans is greater than the Applicable Percentage Effective Yield for the Term B B-4 Loans (other by more than such Incremental Term Loans)50 basis points, then the Applicable Percentage for all the Term B B-4 Loans (other than such Incremental Term Loans) shall be increased to the extent necessary so that the Applicable Percentage Effective Yield for the Incremental Term Loans is not more than 50 basis points higher than the Effective Yield for the Term B Loans (other than such Incremental Term Loans) is equal to the Applicable Percentage for the proposed Incremental Term B-4 Loans; provided, further, that in determining with respect to any adjustment to the Applicable Percentage required by the immediately preceding proviso, to the extent any Eurodollar Rate “floor” or Base Rate “floor” applicable to any Incremental Term Loans exceeds the Eurodollar Rate “floor” or Base Rate “floor” applicable to Term B-4 Loans, the Eurodollar Rate “floor” or Base Rate “floor” applicable to the Term B B-4 Loans (other than such Incremental Term Loans) shall be increased so that the Eurodollar Rate “floor” and Base Rate “floor” is the proposed Incremental Term Loans, original issue discount (“OID”) or upfront fees (other than underwriting fees paid only to Lenders under same for both the Incremental Term Loans and the Term B-4 Loans but only to the extent an increase in their capacity such “floor” applicable to the Term B-4 Loans would cause an increase in the interest rate then in effect for the Term B-4 Loans, and in such case the applicable “floor” (but not the Applicable Percentage, except as suchset forth in the next parenthetical phrase) (which upfront fees, exclusive of applicable to the underwriting fees referred to above, Term B-4 Loans shall be deemed to constitute like amounts of OID) payable increased to the extent of such differential between the applicable Lenders “floors” (it being understood that the adjustment required pursuant to this proviso will only affect the component of any Applicable Percentage increase required by the Term B Loans (other than such Incremental Term Loans) immediately preceding proviso that is caused by the Eurodollar Rate or Base Rate “floors” for the proposed Incremental Term Loans being higher than such “floors” for the Term B-4 Loans and not any other component of any such required increase in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturityApplicable Percentage);; and (vi) the Weighted Average Life to Maturity of any Incremental Term Loan shall not be shorter than the Term B B-4 Loans (without giving effect to such Incremental Term Loans). Any Incremental Term Loan established hereunder shall be on terms to be determined by the Parent Borrower and the Lenders thereunder (and the Parent Borrower and the Administrative Agent may, without the consent of any other Lender, enter into an amendment to this Credit Agreement to appropriately include the Incremental Term Loans hereunder including, without limitation, to provide that such Incremental Term Loans shall share in mandatory prepayments on the same basis as the Delayed Draw Term A Loans and Term B B-4 Loans); provided that, to the extent that such terms and documentation are not consistent with the Term B B-4 Loans (except to the extent permitted by clause (iv), (v) or (vi) aboveabove and except to the extent of any market call provisions), they shall be reasonably satisfactory to the Administrative Agent; provided further provided, further, that (x) without the consent of the Administrative Agent, such documentation may contain additional or more restrictive covenants than those contained herein if any covenant, term such covenants are applicable only after the Final Maturity Date hereunder and (except y) to the extent permitted by clause (iv), (v) or (vi) above), event that any financial maintenance covenant is added for the benefit of default or remedy in any Incremental Term Loans is more favorable that applies prior to the lenders thereunder than Final Maturity Date hereunder, no consent shall be required from the corresponding covenant, term, event of default Administrative Agent or remedy in the existing Term B Loans, or such Incremental Term Loans contain any covenant, term (except Lender to the extent permitted by clause (iv), (v) or (vi) above), event of default or remedy that is not in the existing Credit Documents, the Credit Parties and the Administrative Agent and/or the Collateral Agent shall, without the consent of or notice to any other party, amend the documentation for such existing Credit Documents so that such covenant, term, event financial maintenance covenant is also added for the benefit of default and/or remedy is applicable to all Loans and Commitments (or Term Loans and Term Loan Commitments, as applicable) hereunder and/or to incorporate any such covenant, event of default and/or remedy that is not in the existing Credit DocumentsLenders.

Establishment of Incremental Term Loans. Subject to Section 2.01(f2.01(e), the Borrower may, at any time, establish additional term loan commitments (including additional commitments for Term B Loans)commitments, provided that: (i) any Person that is not a Lender or an Eligible Assignee that is proposed to be a Lender shall be reasonably acceptable to the Administrative AgentAgent and the Borrower; (ii) Persons providing commitments for the Incremental Term Loan pursuant to this Section 2.01(h2.01(g) will provide an Incremental Term Loan Joinder Agreement; (iii) additional commitments established for the Incremental Term Loan will be in a minimum aggregate principal amount of $15.0 10.0 million and integral multiples of $5.0 million in excess thereof; provided that Incremental Term Loan Commitments shall not be established on more than three (3) separate occasions; and (iv) the final maturity date of any Incremental Term Loan shall be no earlier than the Term B Loan Revolving Termination Date; (v) Date or the Applicable Percentage (which for the purposes maturity date of this Section 2.01(h) being deemed to include any similar interest margin measure) for any proposed prior Incremental Term Loans shall be determined by the Borrower and the applicable Lenders; provided that in the event that the Applicable Percentage for any proposed Incremental Term Loans is greater than the Applicable Percentage for the Term B Loans (other than such Incremental Term Loans), then the Applicable Percentage for all Term B Loans (other than such Incremental Term Loans) shall be increased to the extent necessary so that the Applicable Percentage for the Term B Loans (other than such Incremental Term Loans) is equal to the Applicable Percentage for the proposed Incremental Term Loans; provided, further, that in determining the Applicable Percentage applicable to the Term B Loans (other than such Incremental Term Loans) and the proposed Incremental Term Loans, original issue discount (“OID”) or upfront fees (other than underwriting fees paid only to Lenders under the Incremental Term Loans in their capacity as such) (which upfront fees, exclusive of the underwriting fees referred to above, shall be deemed to constitute like amounts of OID) payable to the applicable Lenders of the Term B Loans (other than such Incremental Term Loans) or the proposed Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity); (vi) the Weighted Average Life to Maturity of any Incremental Term Loan shall not be shorter than the Term B Loans (without giving effect to such Incremental Term Loans)Loan. Any Incremental Term Loan established hereunder shall be on terms (including interest rate and amortization) and pursuant to documentation to be determined by the Borrower and the Lenders thereunder (and the Borrower and the Administrative Agent and/or Collateral Agent may, without the consent of any other Lender, enter into an amendment to this Credit Agreement to appropriately include the Incremental Term Loans hereunder including, without limitation, to provide that such Incremental Term Loans shall share in mandatory prepayments on the same basis as the Term A Loans and Term B Loanshereunder); provided that, to the extent that except as set forth in clause (iv) above, such terms and documentation are not consistent with the Term B Loans (except to the extent permitted by clause (iv), (v) or (vi) above), they documents shall be reasonably satisfactory to the Administrative AgentAgent and the Borrower; provided further that if any covenant, term (except to the extent permitted by clause (iv), (v) above or (vi) abovein the case of the Applicable Percentage or fees applicable to such Incremental Term Loans), event of default or remedy in any Incremental Term Loans is more favorable to the lenders thereunder than the corresponding covenant, term, event of default or remedy in the existing Term B Loans, or such Incremental Term Loans contain any covenant, term (except to the extent permitted by clause (iv), (v) or (vi) above), event of default or remedy that is not in the existing Credit Documents, the Credit Parties and the Administrative Agent and/or the Collateral Agent shall, without the consent of or notice to any other party, amend the documentation for such existing Credit Documents so that such covenant, term, event of default and/or remedy is applicable to all Loans and Commitments (or Term Loans and Term Loan Commitments, as applicable) hereunder and/or to incorporate any such covenant, event of default and/or remedy that is not in the existing Credit Documents.

Establishment of Incremental Term Loans. Subject to Section 2.01(f), the Parent Borrower may, at any time, establish additional term loan commitments (including additional commitments for Term B Loans), provided that: (i) any Person that is not a Lender or Eligible Assignee that is proposed to be a Lender shall be reasonably acceptable to the Administrative Agent; (ii) Persons providing commitments for the Incremental Term Loan pursuant to this Section 2.01(h) will provide an Incremental Term Loan Joinder Agreement; (iii) additional commitments established for the Incremental Term Loan will be in a minimum aggregate principal amount of $15.0 million and integral multiples of $5.0 million in excess thereof; provided that Incremental Term Loan Commitments such commitments shall not be established on more than three (3) separate occasions; and; (iv) the final maturity date of any Incremental Term Loan shall be no earlier than the Term B Loan Termination Date; (v) the Applicable Percentage (which for the purposes of this Section 2.01(h) being deemed to include any similar interest margin measure) for any proposed Incremental Term Loans shall be determined by the Parent Borrower and the applicable Lenders; provided that in the event that the Applicable Percentage for any proposed Incremental Term Loans is 50 basis points greater than the Applicable Percentage for the Term B Loans (other than such Incremental Term Loans), then the Applicable Percentage for all Term B Loans (other than such Incremental Term Loans) shall be increased to the extent necessary so that the Applicable Percentage for the Term B Loans (other than such Incremental Term Loans) is equal to the Applicable Percentage for the proposed Incremental Term LoansLoans minus 50 basis points; provided, further, that in determining the Applicable Percentage applicable to the Term B Loans (other than such Incremental Term Loans) and the proposed Incremental Term Loans, (x) original issue discount (“OID”) or upfront fees (other than underwriting fees paid only to Lenders under the Incremental Term Loans in their capacity as such) (which upfront fees, exclusive of the underwriting fees referred to above, shall be deemed to constitute like amounts of OID) payable to the applicable Lenders of the Term B Loans (other than such Incremental Term Loans) or the proposed Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) if the lowest permissible Eurodollar Rate is greater than 1.50% per annum or the lowest permissible Base Rate is greater than 2.50% per annum, in each case for such Incremental Term Loans, the difference between such “floor” and 1.50%, in the case of Eurodollar Rate Loans, and such floor and 2.50% per annum, in the case of Base Rate Loans, shall be taken into account in the calculation of Applicable Percentage for purposes of the first proviso of this clause (v);; and (vi) the Weighted Average Life to Maturity of any Incremental Term Loan shall not be shorter than the Term B Loans (without giving effect to such Incremental Term Loans). Any Incremental Term Loan established hereunder shall be on terms to be determined by the Parent Borrower and the Lenders thereunder (and the Parent Borrower and the Administrative Agent may, without the consent of any other Lender, enter into an amendment to this Credit Agreement to appropriately include the Incremental Term Loans hereunder including, without limitation, to provide that such Incremental Term Loans shall share in mandatory prepayments on the same basis as the Term A Loans and Term B Loans); provided that, to the extent that such terms and documentation are not consistent with the Term B Loans (except to the extent permitted by clause (iv), (v) or (vi) above), they shall be reasonably satisfactory to the Administrative Agent; provided further provided, further, that if any covenant, term (except to the extent permitted by clause (iv), (v) or (vi) above), event of default or remedy in any Incremental Term Loans is more favorable to the lenders thereunder than the corresponding covenant, term, event of default or remedy in the existing Term B Loans, or such Incremental Term Loans contain any covenant, term (except to the extent permitted by clause (iv), (v) or (vi) above), event of default or remedy in favor of the lenders thereunder that is not in the existing Credit Documents, the Credit Parties and the Administrative Agent and/or the Collateral Agent shall, without the consent of or notice to any other party, amend the documentation for such existing Credit Documents so that such covenant, term, event of default and/or remedy is applicable to all Loans and Commitments (or Term Loans and Term Loan Commitments, as applicable) hereunder and/or to incorporate any such covenant, event of default and/or remedy that is not in the existing Credit Documents.

Establishment of Incremental Term Loans. Subject to Section 2.01(f2.01(e), the Borrower may, at any time, establish additional term loan commitments (including additional commitments for Term B Loans)commitments, provided that: (i) any Person that is not a Lender or Eligible Assignee that is proposed to be a Lender shall be reasonably acceptable to the Administrative Agent; (ii) Persons providing commitments for the Incremental Term Loan pursuant to this Section 2.01(h2.01(g) will provide an Incremental Term Loan Joinder Agreement; (iii) additional commitments established for the Incremental Term Loan will be in a minimum aggregate principal amount of $15.0 million 15,000,000 and integral multiples of $5.0 million 5,000,000 in excess thereof; provided that Incremental Term Loan Commitments shall not be established on more than three five (35) separate occasions; and; (iv) the final maturity date of any Incremental Term Loan shall be no earlier than the latest of (A) the Term B Loan Termination Date;Maturity Date and (B) the latest maturity date of any prior Incremental Term Loan; and (v) the Applicable Percentage (which for the purposes of this Section 2.01(h) being deemed to include any similar interest margin measure) for any proposed Incremental Term Loans shall be determined by the Borrower and the applicable Lenders; provided that in the event that the Applicable Percentage for any proposed Incremental Term Loans is greater than the Applicable Percentage for the Term B Loans (other than such Incremental Term Loans), then the Applicable Percentage for all Term B Loans (other than such Incremental Term Loans) shall be increased to the extent necessary so that the Applicable Percentage for the Term B Loans (other than such Incremental Term Loans) is equal to the Applicable Percentage for the proposed Incremental Term Loans; provided, further, that in determining the Applicable Percentage applicable to the Term B Loans (other than such Incremental Term Loans) and the proposed Incremental Term Loans, original issue discount (“OID”) or upfront fees (other than underwriting fees paid only to Lenders under the Incremental Term Loans in their capacity as such) (which upfront fees, exclusive of the underwriting fees referred to above, shall be deemed to constitute like amounts of OID) payable to the applicable Lenders of the Term B Loans (other than such Incremental Term Loans) or the proposed Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity); (vi) the Weighted Average Life to Maturity of any Incremental Term Loan shall not be shorter than the Term B Loans (without giving effect to such or any prior Incremental Term Loans). Any Incremental Term Loan established hereunder shall be on terms substantially similar to the terms of this Agreement governing the Term Loans and/or as may otherwise be determined by the Borrower and the Lenders thereunder (and the Borrower and the Administrative Agent and/or the Collateral Agent may, without the consent of any other Lender, enter into an amendment to this Credit Agreement to appropriately include the Incremental Term Loans hereunder including, without limitation, to provide that such Incremental Term Loans shall share in mandatory prepayments on the same basis as the Term A Loans and Term B Loans); provided that, to the extent that such terms and documentation are not consistent with the Term B Loans (except to the extent permitted by clause (iv), ) or (v) above or (vi) abovein the case of the Applicable Percentage or fees applicable to such Incremental Term Loans), they shall be reasonably satisfactory to the Administrative Agent; provided further that if any covenant, term (except to the extent permitted by clause (iv), ) or (v) above or (vi) abovein the case of the Applicable Percentage or fees applicable to such Incremental Term Loans), event of default or remedy in any Incremental Term Loans is more favorable to the lenders thereunder than the corresponding covenant, term, event of default or remedy in the existing Term B Loans, or such Incremental Term Loans contain any covenant, term (except to the extent permitted by clause (iv), ) or (v) above or (vi) abovein the case of the Applicable Percentage or fees applicable to such Incremental Term Loans), event of default or remedy that is not in the existing Credit Documents, the Credit Parties and the Administrative Agent and/or the Collateral Agent shall, without the consent of or notice to any other party, amend the documentation for such existing Credit Documents so that such covenant, term, event of default and/or remedy is applicable to all Loans and Commitments (or Term Loans and Term Loan Commitments, as applicable) hereunder and/or to incorporate any such covenant, event of default and/or remedy that is not in the existing Credit Documents. In connection with the establishment of any Incremental Term Loans and any related amendment to this Credit Agreement provided in this Section 2.01(g), this Section 2.01(g) shall supersede any provisions in Section 2.12 or 11.01 to the contrary.

Establishment of Incremental Term Loans. Subject to Section 2.01(f), the Parent Borrower may, at any time, establish additional term loan commitments (including additional commitments for Term B B-3 Loans), ) for Incremental Term Loans; provided that: (i) any Person that is not a Lender or Eligible Assignee that is proposed to be a Lender shall be reasonably acceptable to the Administrative Agent; (ii) Persons providing commitments for the Incremental Term Loan pursuant to this Section 2.01(h) will provide an Incremental Term Loan Joinder Agreement; (iii) additional commitments established for the Incremental Term Loan will be in a minimum aggregate principal amount of $15.0 million and integral multiples of $5.0 million in excess thereof; provided that Incremental Term Loan Commitments such commitments shall not be established on more than three four (34) separate occasions; and; (iv) the final maturity date of any Incremental Term Loan shall be no earlier than the Term B B-3 Loan Termination Date; (v) the Applicable Percentage (which for the purposes of this Section 2.01(h) being deemed Effective Yield with respect to include any similar interest margin measure) for any proposed Incremental Term Loans shall be determined by the Parent Borrower and the applicable LendersLenders of the Incremental Term Loans; provided that with respect to any Incremental Term Loans incurred prior to the date that is twelve (12) months after the Amendment No. 45 Effective Date, in the event that the Applicable Percentage Effective Yield for any proposed such Incremental Term Loans is greater than the Applicable Percentage Effective Yield for the Term B B-3 Loans (other by more than such Incremental Term Loans)50 basis points, then the Applicable Percentage for all the Term B B-3 Loans (other than such Incremental Term Loans) shall be increased to the extent necessary so that the Applicable Percentage Effective Yield for the Incremental Term Loans is not more than 50 basis points higher than the Effective Yield for the Term B Loans (other than such Incremental Term Loans) is equal to the Applicable Percentage for the proposed Incremental Term B-3 Loans; provided, further, that in determining with respect to any adjustment to the Applicable Percentage required by the immediately preceding proviso, to the extent any Eurodollar Rate “floor” or Base Rate “floor” applicable to any Incremental Term Loans exceeds the Eurodollar Rate “floor” or Base Rate “floor” applicable to Term B-3 Loans, the Eurodollar Rate “floor” or Base Rate “floor” applicable to the Term B B-3 Loans (other than such Incremental Term Loans) shall be increased so that the Eurodollar Rate “floor” and Base Rate “floor” is the proposed Incremental Term Loans, original issue discount (“OID”) or upfront fees (other than underwriting fees paid only to Lenders under same for both the Incremental Term Loans and the Term B-3 Loans but only to the extent an increase in their capacity such “floor” applicable to the Term B-3 Loans would cause an increase in the interest rate then in effect for the Term B-3 Loans, and in such case the applicable “floor” (but not the Applicable Percentage, except as suchset forth in the next parenthetical phrase) (which upfront fees, exclusive of applicable to the underwriting fees referred to above, Term B-3 Loans shall be deemed to constitute like amounts of OID) payable increased to the extent of such differential between the applicable Lenders “floors” (it being understood that the adjustment required pursuant to this proviso will only affect the component of any Applicable Percentage increase required by the Term B Loans (other than such Incremental Term Loans) immediately preceding proviso that is caused by the Eurodollar Rate or Base Rate “floors” for the proposed Incremental Term Loans being higher than such “floors” for the Term B-3 Loans and not any other component of any such required increase in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturityApplicable Percentage);; and (vi) the Weighted Average Life to Maturity of any Incremental Term Loan shall not be shorter than the Term B B-3 Loans (without giving effect to such Incremental Term Loans). Any Incremental Term Loan established hereunder shall be on terms to be determined by the Parent Borrower and the Lenders thereunder (and the Parent Borrower and the Administrative Agent may, without the consent of any other Lender, enter into an amendment to this Credit Agreement to appropriately include the Incremental Term Loans hereunder including, without limitation, to provide that such Incremental Term Loans shall share in mandatory prepayments on the same basis as the Term A A-2 Loans and Term B B-3 Loans); provided that, to the extent that such terms and documentation are not consistent with the Term B B-3 Loans (except to the extent permitted by clause (iv), (v) or (vi) aboveabove and except to the extent of any market call provisions), they shall be reasonably satisfactory to the Administrative Agent; provided further provided, further, that (x) without the consent of the Administrative Agent, such documentation may contain additional or more restrictive covenants than those contained herein if any covenant, term such covenants are applicable only after the Final Maturity Date hereunder and (except y) to the extent permitted by clause (iv), (v) or (vi) above), event that any financial maintenance covenant is added for the benefit of default or remedy in any Incremental Term Loans is more favorable that applies prior to the lenders thereunder than Final Maturity Date hereunder, no consent shall be required from the corresponding covenant, term, event of default Administrative Agent or remedy in the existing Term B Loans, or such Incremental Term Loans contain any covenant, term (except Lender to the extent permitted by clause (iv), (v) or (vi) above), event of default or remedy that is not in the existing Credit Documents, the Credit Parties and the Administrative Agent and/or the Collateral Agent shall, without the consent of or notice to any other party, amend the documentation for such existing Credit Documents so that such covenant, term, event financial maintenance covenant is also added for the benefit of default and/or remedy is applicable to all Loans and Commitments (or Term Loans and Term Loan Commitments, as applicable) hereunder and/or to incorporate any such covenant, event of default and/or remedy that is not in the existing Credit DocumentsLenders.

Establishment of Incremental Term Loans. Subject to Section 2.01(f), the Parent Borrower may, at any time, establish additional term loan commitments (including additional commitments for Term B B-12 Loans), ) for Incremental Term Loans; provided that: (i) any Person that is not a Lender or Eligible Assignee that is proposed to be a Lender shall be reasonably acceptable to the Administrative Agent; (ii) Persons providing commitments for the Incremental Term Loan pursuant to this Section 2.01(h) will provide an Incremental Term Loan Joinder Agreement; (iii) additional commitments established for the Incremental Term Loan will be in a minimum aggregate principal amount of $15.0 million and integral multiples of $5.0 million in excess thereof; provided that Incremental Term Loan Commitments such commitments shall not be established on more than three four (34) separate occasions; and; (iv) the final maturity date of any Incremental Term Loan shall be no earlier than the Term B B-12 Loan Termination Date; (v) the Applicable Percentage (which for the purposes of this Section 2.01(h) being deemed Effective Yield with respect to include any similar interest margin measure) for any proposed Incremental Term Loans shall be determined by the Parent Borrower and the applicable LendersLenders of the Incremental Term Loans; provided that with respect to any Incremental Term Loans incurred prior to the date that is eighteentwelve (1812) months after the Amendment No. 23 Effective Date, in the event that the Applicable Percentage Effective Yield for any proposed such Incremental Term Loans is greater than the Applicable Percentage Effective Yield for the Term B B-12 Loans (other by more than such Incremental Term Loans)50 basis points, then the Applicable Percentage for all the Term B B-12 Loans (other than such Incremental Term Loans) shall be increased to the extent necessary so that the Applicable Percentage Effective Yield for the Incremental Term Loans is not more than 50 basis points higher than the Effective Yield for the Term B Loans (other than such Incremental Term Loans) is equal to the Applicable Percentage for the proposed Incremental Term B-12 Loans; provided, further, that in determining with respect to any adjustment to the Applicable Percentage required by the immediately preceding proviso, to the extent any Eurodollar Rate “floor” or Base Rate “floor” applicable to any Incremental Term Loans exceeds the Eurodollar Rate “floor” or Base Rate “floor” applicable to Term B-12 Loans, the Eurodollar Rate “floor” or Base Rate “floor” applicable to the Term B B-12 Loans (other than such Incremental Term Loans) shall be increased so that the Eurodollar Rate “floor” and Base Rate “floor” is the proposed Incremental Term Loans, original issue discount (“OID”) or upfront fees (other than underwriting fees paid only to Lenders under same for both the Incremental Term Loans and the Term B-12 Loans but only to the extent an increase in their capacity such “floor” applicable to the Term B-12 Loans would cause an increase in the interest rate then in effect for the Term B-12 Loans, and in such case the applicable “floor” (but not the Applicable Percentage, except as suchset forth in the next parenthetical phrase) (which upfront fees, exclusive of applicable to the underwriting fees referred to above, Term B-12 Loans shall be deemed to constitute like amounts of OID) payable increased to the extent of such differential between the applicable Lenders “floors” (it being understood that the adjustment required pursuant to this proviso will only affect the component of any Applicable Percentage increase required by the immediately preceding proviso that is caused by the Eurodollar Rate or Base Rate “floors” for the Incremental Term FacilityLoans being higher than such “floors” for the Term B B-12 Loans (and not any other than component of any such Incremental Term Loans) or the proposed Incremental Term Loans required increase in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturityApplicable Percentage);; and (vi) the Weighted Average Life to Maturity of any Incremental Term Loan shall not be shorter than the Term B B-12 Loans (without giving effect to such Incremental Term Loans). Any Incremental Term Loan established hereunder shall be on terms to be determined by the Parent Borrower and the Lenders thereunder (and the Parent Borrower and the Administrative Agent may, without the consent of any other Lender, enter into an amendment to this Credit Agreement to appropriately include the Incremental Term Loans hereunder including, without limitation, to provide that such Incremental Term Loans shall share in mandatory prepayments on the same basis as the Term A A-12 Loans and Term B B-12 Loans); provided that, to the extent that such terms and documentation are not consistent with the Term B B-12 Loans (except to the extent permitted by clause (iv), (v) or (vi) aboveabove and except to the extent of any market call provisions), they shall be reasonably satisfactory to the Administrative Agent; provided further provided, further, that if any covenant, term (except to the extent permitted by clause (iv), (v) or (vi) above)above and except to the extent of any market call provisions) , event of default or remedy in in(x) without the consent of the Administrative Agent, such documentation may contain additional or more restrictive covenants than those contained herein if such covenants are applicable only after the Final Maturity Date hereunder and (y) to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Loans is more favorable to the lenders thereunder than the corresponding covenant, term, event of default or remedy in the existing Term B B-1 Loans, or such Incremental Term Loans contain any covenant, term (except to the extent permitted by clause (iv), (v) or (vi) aboveabove and except to the extent of any market call provisions), event of default or remedy in favor of the lenders thereunder that is not in the existing Credit Documents, the Credit Parties and the Administrative Agent and/or the Collateral Agent shall, without the consent of or notice to any other party, amend the documentation for such existing Credit Documents so that such covenant, term, event of default and/or remedy is applicable to all Loans and Commitments (or Term Loans and Term Loan Commitments, as applicable) hereunder and/or to incorporate any such covenant, event of default and/or remedy that is not in the existing Credit DocumentsDocumentsthat applies prior to the Final Maturity Date hereunder, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all Lenders.

Establishment of Incremental Term Loans. Subject to Section 2.01(f), the Parent Borrower may, at any time, establish additional term loan commitments (including additional commitments for Term B B-23 Loans), ) for Incremental Term Loans; provided that: (i) any Person that is not a Lender or Eligible Assignee that is proposed to be a Lender shall be reasonably acceptable to the Administrative Agent; (ii) Persons providing commitments for the Incremental Term Loan pursuant to this Section 2.01(h) will provide an Incremental Term Loan Joinder Agreement; (iii) additional commitments established for the Incremental Term Loan will be in a minimum aggregate principal amount of $15.0 million and integral multiples of $5.0 million in excess thereof; provided that Incremental Term Loan Commitments such commitments shall not be established on more than three four (34) separate occasions; and; (iv) the final maturity date of any Incremental Term Loan shall be no earlier than the Term B B-23 Loan Termination Date; (v) the Applicable Percentage (which for the purposes of this Section 2.01(h) being deemed Effective Yield with respect to include any similar interest margin measure) for any proposed Incremental Term Loans shall be determined by the Parent Borrower and the applicable LendersLenders of the Incremental Term Loans; provided that with respect to any Incremental Term Loans incurred prior to the date that is twelve (12) months after the Amendment No. 34 Effective Date, in the event that the Applicable Percentage Effective Yield for any proposed such Incremental Term Loans is greater than the Applicable Percentage Effective Yield for the Term B B-23 Loans (other by more than such Incremental Term Loans)50 basis points, then the Applicable Percentage for all the Term B B-23 Loans (other than such Incremental Term Loans) shall be increased to the extent necessary so that the Applicable Percentage Effective Yield for the Incremental Term Loans is not more than 50 basis points higher than the Effective Yield for the Term B Loans (other than such Incremental Term Loans) is equal to the Applicable Percentage for the proposed Incremental Term B-23 Loans; provided, further, that in determining with respect to any adjustment to the Applicable Percentage required by the immediately preceding proviso, to the extent any Eurodollar Rate “floor” or Base Rate “floor” applicable to any Incremental Term Loans exceeds the Eurodollar Rate “floor” or Base Rate “floor” applicable to Term B-23 Loans, the Eurodollar Rate “floor” or Base Rate “floor” applicable to the Term B B-23 Loans (other than such Incremental Term Loans) shall be increased so that the Eurodollar Rate “floor” and Base Rate “floor” is the proposed Incremental Term Loans, original issue discount (“OID”) or upfront fees (other than underwriting fees paid only to Lenders under same for both the Incremental Term Loans and the Term B-23 Loans but only to the extent an increase in their capacity such “floor” applicable to the Term B-23 Loans would cause an increase in the interest rate then in effect for the Term B-23 Loans, and in such case the applicable “floor” (but not the Applicable Percentage, except as suchset forth in the next parenthetical phrase) (which upfront fees, exclusive of applicable to the underwriting fees referred to above, Term B-23 Loans shall be deemed to constitute like amounts of OID) payable increased to the extent of such differential between the applicable Lenders “floors” (it being understood that the adjustment required pursuant to this proviso will only affect the component of any Applicable Percentage increase required by the Term B Loans (other than such Incremental Term Loans) immediately preceding proviso that is caused by the Eurodollar Rate or Base Rate “floors” for the proposed Incremental Term Loans being higher than such “floors” for the Term B-23 Loans and not any other component of any such required increase in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturityApplicable Percentage);; and (vi) the Weighted Average Life to Maturity of any Incremental Term Loan shall not be shorter than the Term B B-23 Loans (without giving effect to such Incremental Term Loans). Any Incremental Term Loan established hereunder shall be on terms to be determined by the Parent Borrower and the Lenders thereunder (and the Parent Borrower and the Administrative Agent may, without the consent of any other Lender, enter into an amendment to this Credit Agreement to appropriately include the Incremental Term Loans hereunder including, without limitation, to provide that such Incremental Term Loans shall share in mandatory prepayments on the same basis as the Term A A-2 Loans and Term B B-23 Loans); provided that, to the extent that such terms and documentation are not consistent with the Term B B-23 Loans (except to the extent permitted by clause (iv), (v) or (vi) aboveabove and except to the extent of any market call provisions), they shall be reasonably satisfactory to the Administrative Agent; provided further provided, further, that (x) without the consent of the Administrative Agent, such documentation may contain additional or more restrictive covenants than those contained herein if any covenant, term such covenants are applicable only after the Final Maturity Date hereunder and (except y) to the extent permitted by clause (iv), (v) or (vi) above), event that any financial maintenance covenant is added for the benefit of default or remedy in any Incremental Term Loans is more favorable that applies prior to the lenders thereunder than Final Maturity Date hereunder, no consent shall be required from the corresponding covenant, term, event of default Administrative Agent or remedy in the existing Term B Loans, or such Incremental Term Loans contain any covenant, term (except Lender to the extent permitted by clause (iv), (v) or (vi) above), event of default or remedy that is not in the existing Credit Documents, the Credit Parties and the Administrative Agent and/or the Collateral Agent shall, without the consent of or notice to any other party, amend the documentation for such existing Credit Documents so that such covenant, term, event financial maintenance covenant is also added for the benefit of default and/or remedy is applicable to all Loans and Commitments (or Term Loans and Term Loan Commitments, as applicable) hereunder and/or to incorporate any such covenant, event of default and/or remedy that is not in the existing Credit DocumentsLenders.

Establishment of Incremental Term Loans. Subject to Section 2.01(f2.01(e), the Borrower may, at any time, establish additional term loan commitments (including additional commitments for Term B Loans)commitments, provided that: (i) any Person that is not a Lender or Eligible Assignee that is proposed to be a Lender shall be reasonably acceptable to the Administrative Agent; (ii) Persons providing commitments for the Incremental Term Loan pursuant to this Section 2.01(h2.01(g) will provide an Incremental Term Loan Joinder Agreement; (iii) additional commitments established for the Incremental Term Loan will be in a minimum aggregate principal amount of $15.0 million 15,000,000 and integral multiples of $5.0 million 5,000,000 in excess thereof; provided that Incremental Term Loan Commitments shall not be established on more than three (3) separate occasions; and; (iv) the final maturity date of any Incremental Term Loan shall be no earlier than the Term B Loan Termination Date;Maturity Date or the maturity date of any prior Incremental Term Loan; and (v) the Applicable Percentage (which for the purposes of this Section 2.01(h) being deemed to include any similar interest margin measure) for any proposed Incremental Term Loans shall be determined by the Borrower and the applicable Lenders; provided that in the event that the Applicable Percentage for any proposed Incremental Term Loans is greater than the Applicable Percentage for the Term B Loans (other than such Incremental Term Loans), then the Applicable Percentage for all Term B Loans (other than such Incremental Term Loans) shall be increased to the extent necessary so that the Applicable Percentage for the Term B Loans (other than such Incremental Term Loans) is equal to the Applicable Percentage for the proposed Incremental Term Loans; provided, further, that in determining the Applicable Percentage applicable to the Term B Loans (other than such Incremental Term Loans) and the proposed Incremental Term Loans, original issue discount (“OID”) or upfront fees (other than underwriting fees paid only to Lenders under the Incremental Term Loans in their capacity as such) (which upfront fees, exclusive of the underwriting fees referred to above, shall be deemed to constitute like amounts of OID) payable to the applicable Lenders of the Term B Loans (other than such Incremental Term Loans) or the proposed Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity); (vi) the Weighted Average Life to Maturity of any Incremental Term Loan shall not be shorter than the Term B Loans (without giving effect to such or any prior Incremental Term Loans). Any Incremental Term Loan established hereunder shall be on terms substantially similar to the terms of this Agreement governing the Term Loans and/or as may otherwise be determined by the Borrower and the Lenders thereunder (and the Borrower and the Administrative Agent and/or the Collateral Agent may, without the consent of any other Lender, enter into an amendment to this Credit Agreement to appropriately include the Incremental Term Loans hereunder including, without limitation, to provide that such Incremental Term Loans shall share in mandatory prepayments on the same basis as the Term A Loans and Term B Loans); provided that, to the extent that such terms and documentation are not consistent with the Term B Loans (except to the extent permitted by clause (iv), ) or (v) above or (vi) abovein the case of the Applicable Percentage or fees applicable to such Incremental Term Loans), they shall be reasonably satisfactory to the Administrative Agent; provided further that if any covenant, term (except to the extent permitted by clause (iv), ) or (v) above or (vi) abovein the case of the Applicable Percentage or fees applicable to such Incremental Term Loans), event of default or remedy in any Incremental Term Loans is more favorable to the lenders thereunder than the corresponding covenant, term, event of default or remedy in the existing Term B Loans, or such Incremental Term Loans contain any covenant, term (except to the extent permitted by clause (iv), ) or (v) above or (vi) abovein the case of the Applicable Percentage or fees applicable to such Incremental Term Loans), event of default or remedy that is not in the existing Credit Documents, the Credit Parties and the Administrative Agent and/or the Collateral Agent shall, without the consent of or notice to any other party, amend the documentation for such existing Credit Documents so that such covenant, term, event of default and/or remedy is applicable to all Loans and Commitments (or Term Loans and Term Loan Commitments, as applicable) hereunder and/or to incorporate any such covenant, event of default and/or remedy that is not in the existing Credit Documents.

Establishment of Incremental Term Loans. Subject to Section 2.01(f2.01(e), the Borrower may, at any time, establish additional term loan commitments (including additional commitments for Term B Loans)commitments, provided that: (i) any Person that is not a Lender or an Eligible Assignee that is proposed to be a Lender shall be reasonably acceptable to the Administrative Agent; (ii) Persons providing commitments for the Incremental Term Loan pursuant to this Section 2.01(h2.01(g) will provide an Incremental Term Loan Joinder Agreement; (iii) additional commitments established for the Incremental Term Loan will be in a minimum aggregate principal amount of $15.0 million and integral multiples of $5.0 million in excess thereof; provided that Incremental Term Loan Commitments shall not be established on more than three (3) separate occasions; and (iv) the final maturity date of any Incremental Term Loan shall be no earlier than the Term B Loan Termination Date; (v) the Applicable Percentage (which for the purposes of this Section 2.01(h2.01(g) being deemed to include any similar interest margin measure) for any proposed Incremental Term Loans shall be determined by the Borrower and the applicable Lenders; provided that in the event that the Applicable Percentage for any proposed Incremental Term Loans is greater than the Applicable Percentage for the Term B Loans (other than such Incremental Term Loans), then the Applicable Percentage for all Term B Loans (other than such Incremental Term Loans) shall be increased to the extent necessary so that the Applicable Percentage for the Term B Loans (other than such Incremental Term Loans) is equal to the Applicable Percentage for the proposed Incremental Term Loans; provided, further, that in determining the Applicable Percentage applicable to the Term B Loans (other than such Incremental Term Loans) and the proposed Incremental Term Loans, original issue discount (“OID”) or upfront fees (other than underwriting fees paid only to Lenders under the Incremental Term Loans in their capacity as such) (which upfront fees, exclusive of the underwriting fees referred to above, shall be deemed to constitute like amounts of OID) payable to the applicable Lenders of the Term B Loans (other than such Incremental Term Loans) or the proposed Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity); (vi) the Weighted Average Life to Maturity of any Incremental Term Loan shall not be shorter than the Term B Loans (without giving effect to such Incremental Term Loans). Any Incremental Term Loan established hereunder shall be on terms to be determined by the Borrower and the Lenders thereunder (and the Borrower and the Administrative Agent may, without the consent of any other Lender, enter into an amendment to this Credit Agreement to appropriately include the Incremental Term Loans hereunder including, without limitation, to provide that such Incremental Term Loans shall share in mandatory prepayments on the same basis as the Term A Loans and Term B Loans); provided that, to the extent that such terms and documentation are not consistent with the Term B Loans (except to the extent permitted by clause (iv), (v) or (vi) above), they shall be reasonably satisfactory to the Administrative Agent; provided further that if any covenant, term (except to the extent permitted by clause (iv), (v) or (vi) above), event of default or remedy in any Incremental Term Loans is more favorable to the lenders thereunder than the corresponding covenant, term, event of default or remedy in the existing Term B Loans, or such Incremental Term Loans contain any covenant, term (except to the extent permitted by clause (iv), (v) or (vi) above), event of default or remedy that is not in the existing Credit Documents, the Credit Parties and the Administrative Agent and/or the Collateral Agent shall, without the consent of or notice to any other party, amend the documentation for such existing Credit Documents so that such covenant, term, event of default and/or remedy is applicable to all Loans and Commitments (or Term Loans and Term Loan Commitments, as applicable) hereunder and/or to incorporate any such covenant, event of default and/or remedy that is not in the existing Credit Documents.

Establishment of Incremental Term Loans. Subject to Section 2.01(f2.01(e), the Borrower may, at any time, establish additional term loan commitments (including additional commitments for Term B Loans)commitments, provided that: (i) any Person that is not a Lender or Eligible Assignee that is proposed to be a Lender shall be reasonably acceptable to the Administrative Agent; (ii) Persons providing commitments for the Incremental Term Loan pursuant to this Section 2.01(h2.01(g) will provide an Incremental Term Loan Joinder Agreement; (iii) additional commitments established for the Incremental Term Loan will be in a minimum aggregate principal amount of $15.0 million and integral multiples of $5.0 million in excess thereof; provided that Incremental Term Loan Commitments shall not be established on more than three (3) separate occasions; and (iv) the final maturity date of any Incremental Term Loan shall be no earlier than the Term B Loan Termination Date; (v) the Applicable Percentage (which for the purposes of this Section 2.01(h2.01(g) being deemed to include any similar interest margin measure) for any proposed Incremental Term Loans shall be determined by the Borrower and the applicable Lenders; provided that in the event that the Applicable Percentage for any proposed Incremental Term Loans is greater than the Applicable Percentage for the Term B Loans (other than such Incremental Term Loans), then the Applicable Percentage for all Term B Loans (other than such Incremental Term Loans) shall be increased to the extent necessary so that the Applicable Percentage for the Term B Loans (other than such Incremental Term Loans) is equal to the Applicable Percentage for the proposed Incremental Term Loans; provided, further, that in determining the Applicable Percentage applicable to the Term B Loans (other than such Incremental Term Loans) and the proposed Incremental Term Loans, original issue discount (“OID”) or upfront fees (other than underwriting fees paid only to Lenders under the Incremental Term Loans in their capacity as such) (which upfront fees, exclusive of the underwriting fees referred to above, shall be deemed to constitute like amounts of OID) payable to the applicable Lenders of the Term B Loans (other than such Incremental Term Loans) or the proposed Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity); (vi) the Weighted Average Life to Maturity of any Incremental Term Loan shall not be shorter than the Term B Loans (without giving effect to such Incremental Term Loans). Any Incremental Term Loan established hereunder shall be on terms to be determined by the Borrower and the Lenders thereunder (and the Borrower and the Administrative Agent may, without the consent of any other Lender, enter into an amendment to this Credit Agreement to appropriately include the Incremental Term Loans hereunder including, without limitation, to provide that such Incremental Term Loans shall share in mandatory prepayments on the same basis as the Term A Loans and Term B Loans); provided that, to the extent that such terms and documentation are not consistent with the Term B Loans (except to the extent permitted by clause (iv), (v) or (vi) above), they shall be reasonably satisfactory to the Administrative Agent; provided further that if any covenant, term (except to the extent permitted by clause (iv), (v) or (vi) above), event of default or remedy in any Incremental Term Loans is more favorable to the lenders thereunder than the corresponding covenant, term, event of default or remedy in the existing Term B Loans, or such Incremental Term Loans contain any covenant, term (except to the extent permitted by clause (iv), (v) or (vi) above), event of default or remedy that is not in the existing Credit Documents, the Credit Parties and the Administrative Agent and/or the Collateral Agent shall, without the consent of or notice to any other party, amend the documentation for such existing Credit Documents so that such covenant, term, event of default and/or remedy is applicable to all Loans and Commitments (or Term Loans and Term Loan Commitments, as applicable) hereunder and/or to incorporate any such covenant, event of default and/or remedy that is not in the existing Credit Documents.