Common use of Incremental Term Commitments Clause in Contracts

Incremental Term Commitments. After the date when (i) Term Advances (whether or not outstanding) are in an aggregate principal amount of greater than or equal to [__________]*or (ii) (x) Incremental Term Advances under the immediately preceding Series of Incremental Term Commitments made hereunder (whether or not outstanding) are in an aggregate principal amount of greater than or equal to [__________]*and (y) [__________]*or less of Incremental Term Commitments remain unfunded under such Series, the Borrower may by written notice to the Administrative Agent, elect to request the establishment of one or more series (each, a “Series”) of incremental term commitments (the “Incremental Term Commitments”), in an aggregate principal amount for all Series of Incremental Term Commitments not to exceed [__________]*in the aggregate and not less than [__________]*individually for any Series. Upon receipt of any such notice, the Administrative Agent shall, subject to the other provisions of this section, consider arranging for a syndicate of lenders to provide the Incremental Term Commitments for such new Series, which syndicate may consist of existing Lenders or any other Persons that are Eligible Assignees (each, an “Incremental Term Lender”); provided that any Lender approached to provide all or a portion of the Incremental Term Commitments may elect or decline, in its sole and absolute discretion, to provide an additional Incremental Term Commitment; and, provided further that the establishment of any Series of Incremental Term Commitment will be at the sole and absolute discretion of the Administrative Agent. The Administrative Agent shall respond to any request for an Incremental Term Commitment within [__________]* from the date of such request by the Borrower and shall notify the Borrower whether or not an additional Series of the Incremental Term Commitment will be established; provided that the Borrower’s request to establish such additional Series will be deemed withheld if the Administrative Agent does not respond to such request within [__________]* from the date of such request. If the Administrative Agent agrees to establish an additional Series of Incremental Term Commitments and one or more Incremental Term Lenders notify the Administrative Agent of their decision to provide such additional Incremental Term Commitments, the Administrative Agent shall, if it has approved the establishment of such Incremental Term Commitment, provide written notice to the Borrower and such Incremental Term Lender(s) of the date on which the Incremental Term Commitment of such Series shall be effective, which date shall be within [__________]* of the date of such written notice to the Borrower. Such Incremental Term Commitments of such Series shall become effective as of such date; provided that:

Incremental Term Commitments. After (a) The Company shall have the date when right in coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.15, but without requiring the consent of any of the Lenders, to request at any time and from time to time after the Closing Date, that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders as provided below) satisfactory to the Administrative Agent (with such consent not to be unreasonably withheld) provide Incremental Term Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Incremental Loans pursuant thereto; provided, however, that (i) no Lender shall be obligated to provide an Incremental Term Advances Commitment as a result of any such request by the Company, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Term Commitment and executed and delivered to the Administrative Agent an Incremental Term Commitment Agreement in respect thereof as provided in clause (whether b) of this Section 2.15, such Lender shall not be obligated to fund any Incremental Loans, (ii) any Lender (including any Eligible Transferee who will become a Lender) may so provide an Incremental Term Commitment without the consent of any other Lender, (iii) [reserved], (iv) the aggregate principal amount of Incremental Loans that may be incurred under this Section 2.15 shall not exceed the greater of (A)(1) $85,000,000120,000,000 minus (2) the aggregate outstanding principal amount of all Incremental Loans, Incremental Term Commitments and Incremental Equivalent Debt incurred or not outstandingissued in reliance on this clause (A) are in and (B) an aggregate principal amount such that, at the time of greater the incurrence of any Incremental Loans and immediately after giving effect thereto, determined on a pro forma basis, the Senior Secured Net Leverage Ratio for the most recently ended Test Period shall not exceed 4.00:1.00,1.00; provided that, with respect to any Incremental Term Commitment the primary purpose of which is to finance a Permitted Acquisition or similar Investment permitted by this Agreement, whose consummation is not conditioned on the availability of, or on obtaining, financing, this clause (iv) may, at the Company’s option, be tested on a pro forma basis giving effect to such Permitted Acquisition or similar Investment, as applicable, at the time the definitive agreements for such Permitted Acquisition or similar Investment, as applicable, are entered into rather than at the time of incurrence of the Incremental Loans (and, in connection with any subsequent calculation of such ratio or any incurrence ratio under Section 8.04(xii) or (xvi) prior to the consummation or termination of such Permitted Acquisition or similar Investment, as applicable, such ratio shall be calculated on a pro forma basis giving effect to such Permitted Acquisition or similar Investment, as applicable, and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof)), (v) all Incremental Loans made pursuant to an Incremental Term Commitment (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement and the other applicable Credit Documents and shall be secured by the Security Documents, and guaranteed under the Guarantee, on a pari passu basis with all other Obligations secured by the Security Documents and guaranteed under the Subsidiaries Guarantee, (vi) the maturity date of any Incremental Loans shall not be earlier than the Final Maturity Date, (vii) the Weighted Average Life to Maturity of any such Incremental Loans shall be no shorter than the Weighted Average Life to Maturity of the existing Loans, (viii) in the event the initial yield on any Incremental Loan (as reasonably determined by the Administrative Agent to be equal to [__________]*or (ii) the sum of (x) the margin above the Eurodollar Rate on such Incremental Term Advances under the immediately preceding Series of Incremental Term Commitments made hereunder (whether or not outstanding) are in an aggregate principal amount of greater than or equal to [__________]*and Loan, (y) [__________]*if such Incremental Loans are initially made at a discount or less the Lenders making the same receive a fee directly or indirectly from the Company or any of its Subsidiaries for doing so (but excluding any arrangement or commitment fees not paid to the Lenders thereof generally) (the amount of such discount or fee, expressed as a percentage of the Incremental Term Commitments remain unfunded under such SeriesLoans, being referred to herein as “OID”), the Borrower may by written notice amount of such OID (based on an assumed four year weighted average life) and (z) any minimum Eurodollar rate applicable to the Administrative Agent, elect to request the establishment of one or more series (each, a “Series”any such Incremental Loans) of incremental term commitments (the “Incremental Term CommitmentsYield”) exceeds the initial yield on the existing Loans by more than 50 basis points (taking into account the same factors in making the determination of the yield on the Incremental Loans and assuming a weighted average life of four years; the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in an aggregate principal amount effect for all Series Loans shall automatically be increased by the Yield Differential, effective upon the making of the Incremental Loans; (ix) (A) any amortization payments in respect of Incremental Term Commitments not Loans shall be no more than ratable with amortization payments in respect of the existing Loans and (B) any Incremental Loans shall otherwise be no more than pari passu with the existing Loans with respect to exceed [__________]*mandatory prepayments and other prepayment rights, and (x) except as provided in clauses (vi)-(ix) above, the aggregate and not less than [__________]*individually for any Series. Upon receipt of any terms applicable to such notice, Incremental Loans (including the interest rates applicable thereto) shall be reasonably satisfactory to the Administrative Agent shall, subject to and as set forth in the other provisions of this section, consider arranging for a syndicate of lenders to provide the Incremental Term Commitments for such new Series, which syndicate may consist of existing Lenders or any other Persons that are Eligible Assignees (each, an “Incremental Term Lender”); provided that any Lender approached to provide all or a portion of the Incremental Term Commitments may elect or decline, in its sole and absolute discretion, to provide an additional Incremental Term Commitment; and, provided further that the establishment of any Series of respective Incremental Term Commitment will be at the sole and absolute discretion of the Administrative Agent. The Administrative Agent shall respond to any request for an Incremental Term Commitment within [__________]* from the date of such request by the Borrower and shall notify the Borrower whether or not an additional Series of the Incremental Term Commitment will be established; provided that the Borrower’s request to establish such additional Series will be deemed withheld if the Administrative Agent does not respond to such request within [__________]* from the date of such request. If the Administrative Agent agrees to establish an additional Series of Incremental Term Commitments and one or more Incremental Term Lenders notify the Administrative Agent of their decision to provide such additional Incremental Term Commitments, the Administrative Agent shall, if it has approved the establishment of such Incremental Term Commitment, provide written notice to the Borrower and such Incremental Term Lender(s) of the date on which the Incremental Term Commitment of such Series shall be effective, which date shall be within [__________]* of the date of such written notice to the Borrower. Such Incremental Term Commitments of such Series shall become effective as of such date; provided that:Agreement.

Incremental Term Commitments. After the date when (i) Term Advances (whether or not outstanding) are in an aggregate principal amount of greater than or equal to [__________]*or (ii) (x) Incremental Term Advances under the immediately preceding Series of Incremental Term Commitments made hereunder (whether or not outstanding) are in an aggregate principal amount of greater than or equal to [__________]*and (y) [__________]*or less of Incremental Term Commitments remain unfunded under such Series, the Borrower may by written notice to the Administrative Agent, elect to request the establishment of one or more series (each, a “Series”) of incremental term commitments (the “Incremental Term Commitments”), in an aggregate principal amount for all Series of Incremental Term Commitments not to exceed [__________]*in the aggregate and not less than *Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment. [__________]*individually for any Series. Upon receipt of any such notice, the Administrative Agent shall, subject to the other provisions of this section, consider arranging for a syndicate of lenders to provide the Incremental Term Commitments for such new Series, which syndicate may consist of existing Lenders or any other Persons that are Eligible Assignees (each, an “Incremental Term Lender”); provided that any Lender approached to provide all or a portion of the Incremental Term Commitments may elect or decline, in its sole and absolute discretion, to provide an additional Incremental Term Commitment; and, provided further that the establishment of any Series of Incremental Term Commitment will be at the sole and absolute discretion of the Administrative Agent. The Administrative Agent shall respond to any request for an Incremental Term Commitment within [__________]* from the date of such request by the Borrower and shall notify the Borrower whether or not an additional Series of the Incremental Term Commitment will be established; provided that the Borrower’s request to establish such additional Series will be deemed withheld if the Administrative Agent does not respond to such request within [__________]* from the date of such request. If the Administrative Agent agrees to establish an additional Series of Incremental Term Commitments and one or more Incremental Term Lenders notify the Administrative Agent of their decision to provide such additional Incremental Term Commitments, the Administrative Agent shall, if it has approved the establishment of such Incremental Term Commitment, provide written notice to the Borrower and such Incremental Term Lender(s) of the date on which the Incremental Term Commitment of such Series shall be effective, which date shall be within [__________]* of the date of such written notice to the Borrower. Such Incremental Term Commitments of such Series shall become effective as of such date; provided that: