Common use of Increase in Term Loan Commitments Clause in Contracts

Increase in Term Loan Commitments. (a) Upon notice to the Administrative Agent, the Borrower may from time to time, request the addition of one or more new term loan facilities (each an “Incremental Term Facility”) (each such request for an Incremental Term Facility being a “Term Commitment Increase”); provided that (i) any such request for Term Commitment Increase shall be in a minimum amount of $50,000,000 (unless otherwise agreed by the Administrative Agent) and (ii) the aggregate amount of Term Commitment Increases and Incremental Term Facilities effected from time to time after the Restatement Closing Date (together with the amount of Revolving Credit Commitment Increases effected pursuant to Section 2.14) shall not exceed an amount equal to the sum of (x) $300,000,000 plus (y) such additional amounts as would not cause the Consolidated Senior Secured Leverage Ratio to exceed 2.00:1.00 for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered and calculated on a pro forma basis after giving effect to any such incurrence (determined without giving effect to any amount incurred simultaneously under clause (x); provided, that it is understood and agreed that amounts under clause (y) may be used prior to using any amounts available under clause (x)). Except with respect to any Incremental Term Facility the terms of which are identical to the Term A Facility at the time of the incurrence of such Incremental Term Facility, the Maturity Date for any Incremental Term Facility shall not be prior to the date that is 91 days after the Maturity Date in respect of the Term A Facility as of the Restatement Closing Date. The Incremental Term Loans in respect of any Incremental Term Facility shall not amortize more rapidly (determined on the basis of amortization as a percentage of the initial principal amount) than the quarterly installments of Term A Loans. The Incremental Term Loans in respect of any Incremental Term Loan Facility shall rank equal in right of payment with the Loans, shall be secured by the Collateral and shall be Guaranteed only by the Guarantors.

Increase in Term Loan Commitments. (a) Upon notice to the Administrative Agent, the Borrower may from time to time, request an increase in the aggregate principal amount of an existing Term Facility (each a “Term Facility Increase”) and/or the addition of one or more new term loan facilities (each an “Incremental Term Facility”) (each such request for a Term Facility Increase and/or an Incremental Term Facility being a “Term Commitment Increase”); provided that (i) any such request for a Term Commitment Increase shall be in a minimum amount of $50,000,000 25,000,000 (unless otherwise agreed by the Administrative Agent) and (ii) the aggregate amount of Term Commitment Increases and Incremental Term Facilities effected from time to time after the Restatement Closing Date (together with the amount of Revolving Credit Commitment Increases effected pursuant to Section 2.14) shall not exceed an amount equal to the sum of (xA) $300,000,000 150,000,000 plus (yB) such additional amounts as would not cause the Consolidated Senior Secured Leverage Ratio to exceed 2.00:1.00 1.75:1.00 for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered and calculated on a pro forma basis after giving effect to any such incurrence (determined without giving effect to any amount incurred simultaneously under clause (xA) but giving effect to the aggregate principal amount (whether drawn or undrawn) of all simultaneous Term Commitment Increases and Revolving Credit Commitment Increases not utilizing the amounts in clause (A) or in proviso (ii)(x) of Section 2.14(a) above); provided, that it is understood and agreed that amounts under clause (yB) may be used prior to using any amounts available under clause (x)A). Except with respect to any Incremental Term Facility the terms of which are identical to the Term A Facility at the time of the incurrence of such Incremental Term Facility, the The Maturity Date for any Incremental Term Facility shall not be prior to the date that is 91 days after the Maturity Date then in effect in respect of the Term A Facility as of the Restatement Closing DateFacility. The Incremental Term Loans in respect of any Incremental Term Facility shall not amortize more rapidly (determined on the basis of amortization as a percentage of the initial principal amount) than the quarterly installments of Term A LoansLoans as then in effect. The Incremental Term Loans in respect of any Incremental Term Loan Facility shall rank equal in right of payment with the Loans, shall be secured by the Collateral and shall be Guaranteed only by the Guarantors. Any Term Facility Increase shall be on the same terms and conditions (including maturity, amortization, interest rate and right of payment, guarantees and collateral) as the Term Facility so being increased.

Increase in Term Loan Commitments. (a) Upon The US Term Loan Commitment Amount and the Sterling Term Loan Commitment Amount are subject to increase from time to time pursuant to this Section. The Borrower may, by written notice to the Administrative Agent, the Borrower may from time to timeAgent (an "Incremental Request"), request the addition of one or more new term loan facilities (each an “Incremental Term Facility”) (each such request for an Incremental Term Facility being a “Term Commitment Increase”)Loan Commitments, denominated in Dollars and/or Pounds Sterling; provided that the Dollar Equivalent (determined, in each case, as of the date of the making of the related Incremental Term Loans) of the aggregate amount of such Incremental Term Loan Commitments does not exceed the Incremental Term Loan Commitment Amount. Upon receipt of an Incremental Request for Incremental Term Loan Commitments denominated in Dollars, the Administrative Agent shall deliver a copy thereof to each US Term Loan Lender. Upon receipt of an Incremental Request for Incremental Term Loan Commitments denominated in Pounds Sterling, the Administrative Agent shall deliver a copy thereof to each Sterling Term Loan Lender. The Incremental Request shall (i) any such request for set forth the amount of the Incremental Term Commitment Increase Loan Commitments being requested (which shall be in minimum increments of $1,000,000 or (pound)1,000,000, as applicable, and a minimum amount of $50,000,000 20,000,000 or (unless otherwise agreed by pound)10,000,000, as applicable, or equal to the Administrative Agent) and remaining Incremental Term Loan Commitment Amount), (ii) set forth the aggregate amount of Term Commitment Increases and date on which such Incremental Term Facilities effected from time Loan Commitments are requested to time become effective (which shall not be less than 15 Business Days nor more than 60 days after the Restatement Closing Date date of such notice), (together with iii) offer each existing US Term Loan Lender or Sterling Term Loan Lender, as the amount of Revolving Credit case may be, the opportunity to make such Incremental Term Loan Commitment Increases effected pursuant to Section 2.14) shall not exceed in an amount equal to its applicable Percentage of the sum of (x) $300,000,000 plus (y) such additional amounts as would not cause the Consolidated Senior Secured Leverage Ratio to exceed 2.00:1.00 for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered and calculated on a pro forma basis after giving effect to any such incurrence (determined without giving effect to any amount incurred simultaneously under clause (x); provided, that it is understood and agreed that amounts under clause (y) may be used prior to using any amounts available under clause (x)). Except with respect to any requested Incremental Term Facility the terms of which are identical to the Term A Facility at the time of the incurrence of Loan Commitment and (iv) set forth whether such Incremental Term FacilityLoan Commitments are to be commitments to make term loans under (and subject to the terms of) this Agreement, but with a different final maturity date, average life to maturity or yield from that of the US Term Loans or Sterling Term Loans, as applicable (any such term loans, the Maturity Date for any "Other Term Loans"). Each US Term Loan Lender or Sterling Term Loan Lender, as applicable, shall give notice to the Borrower and the Administrative Agent not more than 10 days after receipt from the Administrative Agent of a copy of an Incremental Request that it either agrees to make such Incremental Term Facility Loan Commitment by all or a portion of the offered amount or is declining to make such Incremental Term Loan Commitment (and any applicable Lender that does not deliver such notice within 10 days shall be deemed to have so declined). In the event that, on the 10th day after delivery by the Administrative Agent of copies of the Incremental Request to the applicable Term Loan Lenders, the amount of the Incremental Term Loan Commitments agreed to are less than the Incremental Term Loan Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities to extend Incremental Term Loan Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Incremental Term Loan Lender, if not already a Lender hereunder, shall be subject to the prior approval of the Administrative Agent (which approval shall not be prior to the date that is 91 days after the Maturity Date in respect of the Term A Facility as of the Restatement Closing Date. The Incremental Term Loans in respect of any Incremental Term Facility shall not amortize more rapidly (determined on the basis of amortization as a percentage of the initial principal amount) than the quarterly installments of Term A Loans. The Incremental Term Loans in respect of any Incremental Term Loan Facility shall rank equal in right of payment with the Loans, shall be secured by the Collateral and shall be Guaranteed only by the Guarantorsunreasonably withheld or delayed).

Increase in Term Loan Commitments. (a) Upon notice to the Administrative Agent, the Borrower may from time to time, request the addition of one or more new term loan facilities (each an “Incremental Term Facility”) (each such request for an Incremental Term Facility being a “Term Commitment Increase”); provided that (i) any such request for Term Commitment Increase shall be in a minimum amount of $50,000,000 (unless otherwise agreed by the Administrative Agent) and (ii) the aggregate amount of Term Commitment Increases and Incremental Term Facilities effected from time to time after the Restatement Closing Date (together with the amount of Revolving Credit Commitment Increases effected pursuant to Section 2.14) shall not exceed an amount equal to the sum greater of (x) $300,000,000 plus and (y) such additional amounts as an amount that would not cause the Consolidated Senior Secured Leverage Ratio to exceed 2.00:1.00 for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered and calculated on a pro forma basis after giving effect to any such incurrence (determined without giving effect to any amount incurred simultaneously under clause (x); provided, that it is understood and agreed that amounts under clause (y) may be used prior to using any amounts available under clause (x))incurrence. Except with respect to any Incremental Term Facility the terms of which are identical to the Term A Facility at the time of the incurrence of such Incremental Term Facility, the Maturity Date for any Incremental Term Facility shall not be prior to the date that is 91 181 days after the Maturity Date in respect of the Term A Facility as of the Restatement Closing Date. The Incremental Term Loans in respect of any Incremental Term Facility shall not amortize more rapidly (determined on the basis of amortization as a percentage of the initial principal amount) than the quarterly installments of Term A Loans. The Incremental Term Loans in respect of any Incremental Term Loan Facility shall rank equal in right of payment with the Loans, shall be secured by the Collateral and shall be Guaranteed only by the Guarantors.

Increase in Term Loan Commitments. (a) Upon notice to the Administrative Agent, the Borrower may from time to time, request the addition of one or more new term loan facilities (each an “Incremental Term Facility”) (each such request for an Incremental Term Facility being a “Term Commitment Increase”); provided that (i) any such request for Term Commitment Increase shall be in a minimum amount of $50,000,000 (unless otherwise agreed by the Administrative Agent) and (ii) the aggregate amount of Term Commitment Increases and Incremental Term Facilities effected from time to time after the Restatement Closing Date date hereof (together with the amount of Revolving Credit Commitment Increases effected pursuant to Section 2.14) shall not exceed an amount equal to the sum greater of (x) $300,000,000 plus 750,000,000 and (y) such additional amounts as an amount that would not cause the Consolidated Senior Secured Leverage Ratio to exceed 2.00:1.00 2.50:1.00 for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered and calculated on a pro forma basis after giving effect to any such incurrence (determined without giving effect to any amount incurred simultaneously under clause (x); provided, that it is understood and agreed that amounts under clause (y) may be used prior to using any amounts available under clause (x))incurrence. Except with respect to any Incremental Term Facility the terms of which are identical to the Term A Facility at the time of the incurrence of such Incremental Term Facility, the The Maturity Date for any Incremental Term Facility shall not be prior to the date that is 91 days after the Maturity Date in respect of the Term B Facility as of the Restatement Closing Date (provided that up to $375,000,000 of the Incremental Term Facilities may mature prior to such date so long as it does not mature prior to the date that is 91 days after the Maturity Date of the Term A Facility and provided, further, that Incremental Term Loans having identical terms to the Term B Facility may have the same Maturity Date as the Maturity Date in respect of the Term B Facility) as of the Restatement Closing Date. The Incremental Term Loans in respect of any Incremental Term Facility shall not amortize more rapidly (determined on the basis of amortization as a percentage of the initial principal amount) than the quarterly installments of Term A Loans. The Incremental Term Loans in respect of any Incremental Term Loan Facility shall rank equal in right of payment with the Loans, shall be secured by the Collateral and shall be Guaranteed only by the Guarantors.

Increase in Term Loan Commitments. (a) Upon The Borrower shall have the right to request increases in the aggregate amount of the Term Loan Commitments in the aggregate amount of $100,000,000 by providing written notice to the Administrative Agent, the Borrower may from time to time, request the addition of one or more new term loan facilities (each an “Incremental Term Facility”) (each such request for an Incremental Term Facility being a “Term Commitment Increase”)which notice shall be irrevocable once given; provided that (i) any such request for Term Commitment Increase shall be in a minimum amount of $50,000,000 (unless otherwise agreed by the Administrative Agent) and (ii) the aggregate amount of Term Commitment Increases and Incremental Term Facilities effected from time to time after the Restatement Closing Date (together with the amount of Revolving Credit Commitment Increases effected pursuant to Section 2.14) shall not exceed an amount equal to the sum of (x) $300,000,000 plus (y) such additional amounts as would not cause the Consolidated Senior Secured Leverage Ratio to exceed 2.00:1.00 for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered and calculated on a pro forma basis after giving effect to any and all such incurrence increases the aggregate amount of the Term Loan Commitments shall not exceed Six Hundred Million Dollars ($600,000,000). Each such increase in the Term Loan Commitments must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Term Loan Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Term Loan Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such increased Term Loan Commitments; provided, that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to increase its Term Loan Commitment or provide a new Term Loan Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee subject to and in accordance with the provisions of Section 13.5(b). If a new Term Loan Lender becomes a party to this Agreement, or if any existing Term Loan Lender is increasing its Term Loan Commitment, such Lender shall on the date it becomes a Term Loan Lender hereunder (or in the case of an existing Term Loan Lender, increases its Term Loan Commitment) (and as a condition thereto) purchase from the other Term Loan Lenders its Term Loan Commitment Percentage (determined without with respect to the Term Loan Lenders’ respective Term Loan Commitments and after giving effect to the increase of Term Loan Commitments) of any outstanding Term Loans, by making available to the Administrative Agent for the account of such other Term Loan Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Term Loans to be purchased by such Lender, plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Term Loans. The Borrower shall pay to the Term Loan Lenders amounts payable, if any, to such Term Loan Lenders under Section 5.4 as a result of the prepayment of any such Term Loans. The effectiveness of the increase of the Term Loan Commitments under this Section is subject to the following conditions precedent (subject, in the case of an increase of the Term Loan Commitments incurred simultaneously under clause (x)to finance a Limited Condition Transaction, to Section 1.8; provided, that it any such request for increase in Term Loan Commitments by the Borrower shall specify that such condition is understood to apply): (w) no Default or Event of Default (or in the case of an increase of the Term Loan Commitments incurred to finance a Limited Condition Transaction, no Event of Default described in clause (a), (e) or (f) of Section 11.1) shall exist and agreed be continuing on the effective date of such increase, (x) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that amounts under clause such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder; provided, that in the case of an increase of the Term Loan Commitments incurred to finance a Limited Condition Transaction, such representations and warranties shall be limited to the Specified Representations, (y) may be used prior payment of any and all Fees required in connection with such increased Term Loan Commitments, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to using any amounts available under clause the Administrative Agent: (x)). Except with respect i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all partnership or other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) to the extent requested by the applicable Lender, a new Term Loan Note executed by the Borrower, payable to such new Term Loan Lenders and replacement Term Loan Notes executed by the Borrower, payable to any Incremental existing Term Facility Loan Lenders increasing their Term Loan Commitments, in the terms amount of which are identical to the such Term A Facility Loan Lender’s Term Loan Commitment at the time of the incurrence effectiveness of such Incremental Term Facility, the Maturity Date for any Incremental Term Facility shall not be prior to applicable increase in the date that is 91 days after the Maturity Date in respect aggregate amount of the Term A Facility as Loan Commitments and a Beneficial Ownership Certification. In connection with any increase in the aggregate amount of the Restatement Closing Date. The Incremental Term Loans Loan Commitments pursuant to this Section 2.15, any Term Loan Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in respect the case of any Incremental Term Facility shall not amortize more rapidly (determined on Lender that is organized under the basis laws of amortization as a percentage jurisdiction outside of the initial principal amount) than United States of America, provide to the quarterly installments of Term A Loans. The Incremental Term Loans in respect of any Incremental Term Loan Facility shall rank equal in right of payment with the LoansAdministrative Agent its name, address, tax identification number and/or such other information as shall be secured by necessary for the Collateral Administrative Agent to comply with “know your customer” and shall be Guaranteed only by anti-money laundering rules and regulations, including the GuarantorsPatriot Act.

Increase in Term Loan Commitments. (a) Upon notice to the Administrative AgentThe Borrower may, the Borrower may at any time and from time to time, by notice to the Agent, request the addition of one or more new term loan facilities (each each, an “Incremental Term Loan Facility”) or one or more increases in the Commitments under a Term Loan Facility existing at the time of such request (each such Incremental Term Loan Facility or increase in Commitments under a pre-existing Term Loan Facility, a “Commitment Increase”), to be effective as of a date (each, an “Increase Date”) as specified in the related notice to the Agent; provided, however, that (i) in no event after giving effect to the funding of any such Commitment Increase shall the aggregate amount of all Commitment Increases incurred hereunder, exceed $750,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.02 and in this Section 2.17 shall be satisfied and (iii) if the request is for an Incremental Term Loan Facility, such Incremental Term Loan Facility being a “shall contain such other terms as may be agreed by the Borrower, the Agent and the Incremental Term Commitment Increase”)Loan Banks; provided that (iA) the final scheduled maturity date of the Incremental Term Loan Facility shall in no event be prior to the Initial Term Loan Termination Date, (B) no Bank shall have any such request for obligation to participate in any Incremental Term Loan Facility or any Commitment Increase Increase, (C) the weighted average life to maturity of any Incremental Term Loans shall be in a minimum amount no shorter than the weighted average life to maturity of $50,000,000 (unless otherwise agreed by the Administrative Agent) then-outstanding Initial Term Loans and (iiD) the aggregate amount of Term Commitment Increases and Incremental Term Facilities effected from time to time after the Restatement Closing Date (together with the amount of Revolving Credit Commitment Increases effected pursuant to Section 2.14) shall not exceed an amount equal to the sum of (x) $300,000,000 plus (y) such additional amounts as would not cause the Consolidated Senior Secured Leverage Ratio to exceed 2.00:1.00 for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered and calculated on a pro forma basis after giving effect to any such incurrence (determined without giving effect to any amount incurred simultaneously under clause (x); provided, that it is understood and agreed that amounts under clause (y) may be used prior to using any amounts available under clause (x)). Except solely with respect to any Incremental Term Loan Facility incurred on or before 24 months following the terms Closing Date, the interest rate margin (which shall be deemed for purposes of which are identical this Section to the Term A Facility at the time of the incurrence of include all upfront or similar fees or original issue discount (other than customary underwriting or arranger fees, and with respect to original issue discount and upfront fees, determined based on an assumed four year life to maturity) or interest rate “floors” payable to all Banks providing such Incremental Term Facility, the Maturity Date for any Incremental Term Facility shall not be prior to the date that is 91 days after the Maturity Date in respect of the Term A Facility as of the Restatement Closing Date. The Incremental Term Loans ) in respect of any Incremental Term Facility Loans shall not amortize more rapidly be the same as that applicable to the Initial Term Loans, except that the interest rate margin (determined on the basis of amortization as a percentage of the initial principal amountabove) than the quarterly installments of Term A Loans. The Incremental Term Loans in respect of any Incremental Term Loan Facility shall rank equal in right of payment with Loans may exceed the interest rate margin (determined as above) for the Initial Term Loans, respectively, by no more than 0.50% (it being understood that any such increase may take the form of original issue discount, with original issue discount being equated to the interest rates in a manner reasonably determined by the Agent based on an assumed four-year life to maturity), or if it does so exceed such interest rate margin (determined as above), such interest rate margin shall be secured by increased so that the Collateral and shall be Guaranteed only by interest rate margin (determined as above) in respect of such Incremental Term Loans, is no more than 0.50% higher than the Guarantorsinterest rate margin (determined as above) for the Initial Term Loans.