Common use of Incremental Term Facilities Clause in Contracts

Incremental Term Facilities. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, request the establishment of Incremental Term Loan Commitments, provided that the aggregate amount of all the Incremental Term Loan Commitments to be established hereunder on any date shall not exceed, assuming the full amount of such Incremental Term Loan Commitments shall have been funded as Loans on such date, the Incremental Amount as of such date. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the Incremental Term Loan Commitments being requested (which shall be an amount not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Lender in connection therewith (it being agreed that (x) any Lender approached to provide any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment and (y) any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and, if such approval would then be required under Section 10.6(c) for an assignment to such Person of a Commitment or Loan of the applicable Class, must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed)).

Incremental Term Facilities. (a) The Borrower may may, by written notice to the Agent from time to time and on one or more occasions, by written notice to the Administrative Agent, request the establishment of Incremental Term Loan Commitments, provided that the in an aggregate principal amount of all not to exceed the Incremental Term Loan Commitments Amount at such time, from one or more financial institutions (which may include any existing Lender in such Lender’s sole discretion) that would be Eligible Assignees pursuant to be established hereunder on Section 10.03(b) (other than Holdings or any date shall not exceed, assuming the full amount of its subsidiaries or Affiliates or any Affiliate Lender) willing to provide such Incremental Term Loan Commitments shall have been funded as Loans on such date, the Incremental Amount as of such dateLoans. Each such notice shall specify set forth (i) the date on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the Incremental Term Loan Commitments being requested, (ii) the date on which such Incremental Term Commitments are requested to become effective (which the “Increased Amount Date”), and (iii) whether such Incremental Term Commitments are to be the same as the existing Commitments or commitments to make term loans with interest rates and/or amortization and/or maturity and/or other terms different from the existing Loans (the “Other Term Loans”). Each tranche of Incremental Term Loans shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $5,000,000) and (iii) 25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all the identity of each Person proposed to become an Incremental Lender in connection therewith (it being agreed that (x) any Lender approached to provide any remaining availability under the Incremental Term Loan Commitment Amount outstanding at such time. Notwithstanding anything to the contrary herein, the Borrower may elect or decline, in its sole discretion, request Incremental Term Commitments and may incur Incremental Term Loans pursuant thereto without regard to provide the Incremental Term Loan Amount to the extent the Net Cash Proceeds of such Incremental Term Loan Commitment and (y) any Person that Loans are used substantially concurrently with the Borrower proposes incurrence thereof to become an Incremental Lenderredeem, if such Person is not then repurchase or otherwise discharge all or a Lender, must be an Eligible Assignee and, if such approval would then be required under Section 10.6(c) for an assignment to such Person of a Commitment or Loan portion of the applicable Class, must be approved by the Administrative Agent 2017 Notes and to pay accrued and unpaid interest on such discharged 2017 Notes and related fees and expenses (such approval not to be unreasonably withheld or delayed)including tender premium).

Incremental Term Facilities. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, request the establishment of Incremental Term Loan Commitments, provided that the aggregate amount of all the Incremental Term Loan Commitments to be (other than Incremental Term Commitments in respect of Refinancing Term Loans) established hereunder on any date when aggregated with the aggregate principal amount of Incremental Equivalent Debt shall not exceed, assuming exceed the full amount of such Maximum Incremental Term Loan Commitments shall have been funded as Loans on such date, the Incremental Amount as of such dateAmount. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than 10 5 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the amount of the Incremental Term Loan Commitments being requested (which shall be an amount not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Lender in connection therewith (it being agreed that (x) any Lender approached to provide any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment and (y) any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and, if such approval would then be required under Section 10.6(c) for an assignment to such Person of a Commitment or Loan of the applicable Class, and must be approved by reasonably acceptable to the Administrative Agent (such approval not to be unreasonably withheld or delayed)Agent).

Incremental Term Facilities. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, request the establishment of Incremental Term Loan Commitments, provided that the aggregate amount of all the Incremental Term Loan Commitments to be established hereunder on any date shall not exceed, assuming the full amount of such Incremental Term Loan Commitments shall have been funded as Loans on such date, the Incremental Amount as of such date. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the Incremental Term Loan Commitments being requested (which shall be an amount not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Lender in connection therewith (it being agreed that (x) any Lender approached to provide any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment and (y) any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and, if such approval would then be required under Section 10.6(c) for an assignment to such Person of a Commitment or Loan of the applicable Class, and must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed)).

Incremental Term Facilities. (a) The Borrower may on one or more occasionsmay, at any time and from time to time after the Closing Date and prior to the Term Facility Maturity Date, by written notice to the Administrative Agent, request (x) the establishment addition of one or more new term loan facilities (any such new term loan facility being an “Incremental Term Loan Commitments, provided that Facility” and the aggregate amount commitment of all the any lender with respect to any Incremental Term Facility being an “Incremental Term Commitment”) or (y) the addition of one or more new revolving Loan Commitments Facilities (any such new revolving loan facility being an “Incremental Revolving Facility” and the commitment of any lender with respect to any Incremental Revolving Facility being an “Incremental Revolving Commitment”) to be established hereunder on any date shall not exceed, assuming the full amount of such Incremental Term Loan Commitments shall have been funded as Loans on such date, the Incremental Amount effective as of such date. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent“Increase Date”) after specified in the date on which such related notice is delivered to the Administrative Agent; provided, however, that (i) after giving effect to the incurrence of such Indebtedness, either (A) the aggregate principal amount of all Indebtedness incurred and Incremental Revolving Commitments obtained under this Section 2.19 and then outstanding does not exceed $250,000,000 or (B) the Consolidated Secured Leverage Ratio calculated on a Pro Forma Basis would not exceed 2.0 to 1.0; (ii) the amount of the each Incremental Term Loan Commitments being requested (which Facility shall be in an amount not less than $5,000,000) and 25,000,000; (iii) no more than 4 such requests may be made pursuant to this Section 2.19 in respect of the identity Incremental Facilities; (iv) on the date of each Person proposed to become any request by the Borrower for an Incremental Lender Commitment and on the related Increase Date, the applicable conditions set forth in connection therewith Section 3.01(g) and 3.01(h) and in clause (it being agreed d) of this Section 2.19 shall be satisfied; (v) any Incremental Term Facility shall have a final maturity date no earlier than the Term Facility Maturity Date and the weighted average life to maturity of any Incremental Term Facility shall be no shorter than the weighted average life to maturity of the Term Facility; (vi) any Incremental Term Facility shall bear interest at a rate per annum as determined by the Borrower and the lenders under such Incremental Term Facility; provided that, solely with respect to any Incremental Term Facility added prior to the date that is 18 months after the Closing Date, in the event that the Applicable Rate (taking into account any applicable interest rate “floor”) for any Advances under any Incremental Term Facility is more than 50 basis points greater than the Applicable Rate for the Term Advances then in effect, then the Applicable Rate for the Term Advances shall be increased to the extent necessary so that the Applicable Rate for any Advances under the Incremental Term Facility is no more than 50 basis points greater than the Applicable Rate for the Term Advances then in effect; provided further that in determining the Applicable Rate applicable to the Term Advances, and any Advances under the Incremental Term Facility, (x) any Lender approached original issue discount (“OID”) or upfront fees (which shall be deemed to provide any Incremental Term Loan Commitment may elect or decline, constitute like amounts of OID) payable by the Borrower to the Lenders in its sole discretion, the primary syndication thereof shall be included (with OID being equated to provide such Incremental Term Loan Commitment interest based on an assumed four-year life to maturity) and (y) customary arrangement, structuring or commitment fees payable to the Sole Lead Arranger (or its affiliates) or to one or more arrangers (or their affiliates) of such loans shall be excluded; (vii) the Term Lenders shall initially have the right, but not the obligation, to commit to up to their pro rata portion of any Person that Incremental Facility; (viii) each Incremental Facility may be secured by either a pari passu or junior lien on the Borrower proposes Collateral securing the Facilities in each case on terms reasonably satisfactory to become an the Administrative Agent; (ix) to the extent the terms and documentation of any Incremental LenderFacility are not consistent with the Facilities (except to the extent permitted by clause (v) or (vi) above), if such Person is not then a Lender, must they shall be an Eligible Assignee and, if such approval would then reasonably satisfactory to the Administrative Agent; and (x) the Loan Documents may be required under Section 10.6(c) for an assignment to such Person of a Commitment or Loan of the applicable Class, must be approved amended by the Administrative Agent (Agent, the Loan Parties and the Lenders providing an Incremental Facility, to the extent necessary to evidence such approval not Incremental Facility consistent with this Section 2.19(a) and to be unreasonably withheld or delayed))make appropriate revisions for the addition of a revolving loan facility in the case of an Incremental Revolving Facility, without the consent of any other Lender Party.

Incremental Term Facilities. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, request the establishment of Incremental Term Loan Commitments, provided that the aggregate amount of all the Incremental Term Loan Commitments to be (other than Incremental Term Commitments in respect of Refinancing Term Loans) established hereunder on any date when aggregated with the aggregate principal amount of Incremental Equivalent Debt shall not exceed, assuming exceed $250,000,000 during the full amount term of such this Agreementthe Maximum Incremental Term Loan Commitments shall have been funded as Loans on such date, the Incremental Amount as of such dateAmount. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than 10 5 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the amount of the Incremental Term Loan Commitments being requested (which shall be an amount not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Lender in connection therewith (it being agreed that (x) any Lender approached to provide any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment and (y) any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and, if such approval would then be required under Section 10.6(c) for an assignment to such Person of a Commitment or Loan of the applicable Class, and must be approved by reasonably acceptable to the Administrative Agent (such approval not to be unreasonably withheld or delayed)Agent).

Incremental Term Facilities. (a) The xix)The Borrower may on one or more occasions, by written notice to the Administrative Agent, request the establishment of Incremental Term Loan Commitments, provided that the aggregate amount of all the Incremental Term Loan Commitments to be established hereunder on any date shall not exceed, assuming the full amount of such Incremental Term Loan Commitments shall have been funded as Loans on such date, exceed the Incremental Amount as of such date. Each such notice shall specify (iA) the date on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than 10 Business Days effective and (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (iiB) the amount of the Incremental Term Loan Commitments being requested (which shall be an amount not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Lender in connection therewith (it being agreed that (x) any Lender approached to provide any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment and (y) any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, Lender must be an Eligible Assignee and, solely if such approval would then be required under Section 10.6(c) 10.6 for an assignment to such Person of a Commitment Loans or Loan Commitments of the applicable ClassClass to such Incremental Lender, must be approved by the Administrative Agent (such approval not to be unreasonably withheld withheld, conditioned or delayed)). The terms and conditions of any Incremental Term Loan Commitments and the Incremental Term Loans to be made thereunder shall be as set forth in the applicable Incremental Facility Agreement; provided that (i) no Incremental Term Loan Maturity Date shall be earlier than the latest Maturity Date in effect on the date of incurrence of such Incremental Term Loans, (ii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the longest remaining weighted average life to maturity of any other Class of Loans outstanding on the date of incurrence of such Incremental Term Loans (and, for purposes of determining the weighted average life to maturity of any such other Class of Loans, the effects of any prepayments made prior to the date of the determination shall be disregarded), it being understood that, subject to this clause (ii), the amortization schedule applicable to (and the effect thereon of any prepayments of) any Incremental Term Loans shall be determined by the Borrower and the applicable Incremental Lenders, (iii) Incremental Term Loans may participate in any mandatory prepayments hereunder on a pro rata basis (or on a basis that is less than pro rata) with the other Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to the other Loans, (iv) any Incremental Term Loan Commitments and any Loans thereunder shall rank pari passu in right of payment, and shall be secured by the Collateral on an equal and ratable basis, with the other Commitments and Loans, and shall be extensions of credit to the Borrower that are Guaranteed only by the Credit Parties, (v) the Effective Yield with respect to any Incremental Term Loans (other than MFN Adjustment Excluded Indebtedness), determined as of the date of incurrence of such Incremental Term Loans, shall not be greater than the Effective Yield with respect to the Tranche B Term Loans, determined as of such date (giving effect to any amendments to the Effective Yield on the Tranche B Term Loans that became effective subsequent to the Closing Date but prior to such date, but excluding the effect of any increase in the Effective Yield thereon pursuant to this clause (v)), plus 50 basis points per annum unless the Applicable Rate (together with, as provided in the proviso below, the Adjusted Eurodollar Rate and Base Rate floors) with respect to the Tranche B Term Loans is increased, or fees to Lenders then holding the Tranche B Term Loans are paid, so as to cause the Effective Yield with respect to the Tranche B Term Loans to equal the Effective Yield with respect to such Incremental Term Loans minus 50 basis points, provided that any increase in the Effective Yield with respect to the Tranche B Term Loans due to the application of an Adjusted Eurodollar Rate or Base Rate floor to any Incremental Term Loans shall be effected solely through an increase in the Adjusted Eurodollar Rate or Base Rate floor applicable to the Tranche B Term Loans (this clause (v), the “MFN Adjustment”), and (vi) except for the terms referred to above and subject to Section 2.23(c), the terms of any Incremental Term Loans (for the avoidance of doubt, other than with respect to Effective Yield and components thereof, fees, prepayment terms (including “no call” terms and other restrictions thereon) and premiums) shall satisfy the Specified Permitted Indebtedness Documentation Requirements. In the event any Incremental Term Loans have the same terms as any existing Class of Loans then outstanding or any Extended/Modified Term Loans or Refinancing Term Loans then substantially concurrently established (in each case, disregarding any differences in original issue discount or upfront fees if not affecting the fungibility thereof for US federal income tax purposes), such Incremental Term Loans may, at the election of the Borrower, be treated as a single Class with such outstanding Term Loans or such Extended/Modified Term Loans or Refinancing Term Loans, and the scheduled Installments set forth in Section 2.11 with respect to any such Class of Loans may be increased, without the consent of the Majority in Interest of such Class or any Lender of such Class, to reflect scheduled amortization of such Incremental Term Loans. The Incremental Term Loan Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrower, each Incremental Lender providing such Incremental Term Loan Commitments and the Administrative Agent; provided that no Incremental Term Loan Commitments shall become effective unless (i) on the date of effectiveness thereof, after giving Pro Forma Effect to such Incremental Term Loan Commitments, the making of Loans thereunder and the use of proceeds thereof, (x) no Event of Default shall have occurred and be continuing or would result therefrom and (y) the representations and warranties of each Credit Party set forth in the Credit Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects, and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date, provided that in the case of Incremental Term Loan Commitments established to finance, in whole or in part, a Limited Conditionality Transaction, the conditions set forth in this clause (i) may be tested in accordance with Section 1.2(e) and/or may be modified in a manner customary for “SunGard” limited condition transactions, in each case as agreed by the Borrower and the Incremental Lenders providing such Incremental Term Loan Commitment and set forth in the applicable Incremental Facility Agreement, (ii) the Administrative Agent shall have received a certificate, dated the date of effectiveness thereof and signed by an Authorized Officer of the Borrower, confirming compliance with the conditions set forth in clause (i) above (as may be modified as described in such clause) and, if such Incremental Term Loan Commitments or any portion thereof are being established in reliance on clause (b) of the definition of the term “Incremental Amount”, setting forth a reasonably detailed calculation of the Incremental Amount under such clause, (iii) the Borrower shall make any payments required to be made pursuant to Section 2.17(c) in connection with such Incremental Term Loan Commitments and the related transactions under this Section 2.23 and (iv) the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreements and other documents as shall reasonably be requested (consistent in all material respects with the documents delivered under Section 3.1 on the Closing Date) by the Administrative Agent in connection with any such transaction. Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to give effect to the provisions of this Section 2.23, including any amendments necessary to treat the applicable Incremental Term Loan Commitments and Incremental Term Loans as a new Class of Commitments and Loans hereunder (including for purposes of prepayments and voting (it being agreed that such new Class of Commitments and Loans may be included in the definitions of “Majority in Interest”, “Pro Rata Share” and “Requisite Lenders” and may be afforded class voting rights requiring the consent of Lenders under such Class in addition to any other consent of Lenders that might otherwise be required under Section 10.5) and to enable such new Class of Commitments and Loans to be extended under Section 2.24 or refinanced under Section 2.25). Upon the effectiveness of an Incremental Term Loan Commitment of any Incremental Lender, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and under the other Credit Documents. [Reserved]. Subject to the terms and conditions set forth herein and in the applicable Incremental Facility Agreement, each Incremental Term Lender holding an Incremental Term Loan Commitment of any Class shall make a Loan to the Borrower in an amount equal to such Incremental Term Loan Commitment on the date specified in such Incremental Facility Agreement. The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.23(a) and of the effectiveness of any Incremental Term Loan Commitments, in each case advising the Lenders of the details thereof.

Incremental Term Facilities. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may on one or more occasionsmay, by written notice to the Administrative AgentAgent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request add additional Term Loans or add one or more additional tranches of term loans (the establishment of “Incremental Term Loan CommitmentsLoans”; each such increase or tranche, provided that an “Incremental Facility”). Notwithstanding anything to the contrary herein, the aggregate amount of all the Incremental Term Loan Commitments to be established hereunder on any date Facilities shall not exceedexceed an amount equal to the sum of (x) so long as the proceeds of the applicable Incremental Facility are not used to repay or prepay any Junior Financing (provided that such requirement shall only apply on and prior to the Senior Unsecured Notes Refinancing Date), assuming $150.0 million plus amounts incurred under the full amount Incremental Amendment No. 1, plus (y) amounts previously prepaid pursuant to Section 2.08 (the “Non-Ratio-Based Incremental Facility Cap”); provided that the Borrower may incur additional Incremental Facilities without regard to the Non-Ratio-Based Incremental Facility Cap and such amounts so incurred shall not count toward the Non-Ratio-Based Incremental Facility Cap (each such Incremental Facility, a “Ratio-Based Incremental Facility”) so long as after the incurrence of such Incremental Term Loan Commitments shall have been funded as Loans on such date(calculated without giving effect to any incurrence under clause (x)), the First Lien Leverage Ratio, determined on a Pro Forma Basis, is equal to or less than 4.50:1.00. The Borrower shall be entitled to incur amounts under the Non-Ratio-Based Incremental Amount as of such dateFacility Cap, any Ratio-Based Incremental Facility or any combination thereof. Each such notice shall specify (i) the date on which the Borrower proposes that the tranche of Incremental Term Loan Commitments Loans shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice in an integral multiple of $1.0 million and in an aggregate principal amount that is delivered to the Administrative Agent, (ii) the amount of the Incremental Term Loan Commitments being requested (which shall be an amount not less than $5,000,000) and 15.0 million (iii) the identity of each Person proposed to become an Incremental Lender in connection therewith (it being agreed that (x) any Lender approached to provide any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment and (y) any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and, if such approval would then be required under Section 10.6(c) for an assignment to such Person of a Commitment or Loan of the applicable Class, must be lesser minimum amount approved by the Administrative Agent (in its reasonable discretion); provided that such approval not to amount may be unreasonably withheld less than the applicable minimum amount or delayed))integral multiple amount if such amount represents all the remaining availability under the Non-Ratio-Based Incremental Facility Cap or in respect of Ratio-Based Incremental Facilities.

Incremental Term Facilities. (ai) The Borrower may on one or more occasionsat any time and from time to time, by written notice to the Administrative Agent, request the establishment of Incremental Term Loan Commitments, Commitments (it being agreed that the Borrower shall not be obligated to offer to any Bank the opportunity to participate in any Incremental Term Facility); provided that the sum of the cumulative aggregate original amount of all the Incremental Term Loan Commitments to be established hereunder on any date shall not exceedunder this Section 2.17(b), assuming the full cumulative aggregate amount of such all the Commitment Increases established under Section 2.17(a) and the aggregate original amount of all Incremental Equivalent Debt incurred under Section 7.09(vii) shall not, on the date of effectiveness of any Incremental Term Loan Commitments shall have been funded as Loans on such dateunder this Section 2.17(b), exceed the Maximum Incremental Amount as of in effect on such date. Each such notice shall specify (iA) the date on which the Borrower proposes that the Incremental Term Loan Commitments Commitments, as applicable, shall be effective, which shall be a date not less than 10 five (5) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, Agent and (iiB) the amount of the Incremental Term Loan Commitments Commitments, as applicable, being requested (which shall be an amount not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Lender in connection therewith (it being agreed that (x) any Lender Bank approached to provide any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment and (y) any Person that the Borrower proposes to become an Incremental Term Lender, if such Person is not then a LenderBank, must be an Eligible Assignee and, if such approval would then be required under Section 10.6(c) for an assignment to such Person of a Commitment or Loan of the applicable Class, must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed))Assignee.

Incremental Term Facilities. (a) The Borrower Borrowers may on one or more occasionsoccasions after the Effective Date, by written notice to the Administrative Agent, request the establishment of Incremental Term Loan Commitments, provided that the aggregate amount of all the Incremental Term Loan Commitments to be (other than Incremental Term Commitments in respect of Refinancing Term Loans) established hereunder on any date shall not exceedexceed (during the term of this Agreement) (a) $200,000,000 plus (b) an unlimited amount so long as, in the case of this clause (b), after giving effect to such Incremental Term Commitments (assuming that the full amount of such Incremental Term Loan Commitments shall have been funded as Loans on such date) and any related transaction, on a Pro Forma Basis, the Incremental Amount Senior Secured Leverage Ratio as of such datethe last day of the most recent fiscal quarter of the Parent Borrower for which financial statements have been (or are required to have been) delivered pursuant to clause (p) of Article IV, Section 5.01(a) or 5.01 (b) does not exceed 2.00:1.00. Each such notice shall specify (i) the date on which the Borrower proposes Borrowers propose that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than 10 5 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the amount of the Incremental Term Loan Commitments being requested (which shall be an amount not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Lender in connection therewith (it being agreed that (x) any Lender approached to provide any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment and (y) any Person that the Borrower proposes Borrowers propose to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and, if such approval would then be required under Section 10.6(c) for an assignment to such Person of a Commitment or Loan of the applicable Class, and must be approved by reasonably acceptable to the Administrative Agent (such approval not to be unreasonably withheld or delayed)Agent).

Incremental Term Facilities. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, request the establishment of Incremental Term Loan Commitments, provided that the aggregate amount of all the Incremental Term Loan Commitments to be (other than Incremental Term Commitments in respect of Refinancing Term Loans) established hereunder on any date shall not exceed, assuming exceed $250,000,000 during the full amount term of such Incremental Term Loan Commitments shall have been funded as Loans on such date, the Incremental Amount as of such datethis Agreement. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than 10 5 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (ii) the amount of the Incremental Term Loan Commitments being requested (which shall be an amount not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Lender in connection therewith (it being agreed that (x) any Lender approached to provide any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment and (y) any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and, if such approval would then be required under Section 10.6(c) for an assignment to such Person of a Commitment or Loan of the applicable Class, and must be approved by reasonably acceptable to the Administrative Agent (such approval not to be unreasonably withheld or delayed)Agent).

Incremental Term Facilities. (a) The Borrower may on one or more occasionsmay, at any time and from time to time after the Closing Date and prior to the Term Facility Maturity Date, by written notice to the Administrative Agent, request (x) the establishment addition of one or more new term loan facilities or an increase in the Term Commitments (each of such commitment increases and any such new term loan facility being an “Incremental Term Loan CommitmentsFacility” and the commitment of any lender with respect to any Incremental Term Facility being an “Incremental Term Commitment”) to be effective as of a date (the “Increase Date”) specified in the related notice to the Administrative Agent; provided, provided however, that (i) in no event shall the aggregate amount of all the Incremental Term Loan Commitments to be established hereunder on any date shall not exceed, assuming the full amount of such Incremental Term Loan Commitments shall have been funded as Loans on such date, the Incremental Amount as of such date. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, exceed $400,000,000; (ii) the amount of the each Incremental Term Loan Commitments being requested (which Facility shall be in an amount not less than $5,000,000) and 25,000,000; (iii) no more than 4 such requests may be made pursuant to this Section 2.19 in respect of the identity Incremental Term Facilities; (iv) on the date of each Person proposed to become any request by the Borrower for an Incremental Lender Term Commitment and on the related Increase Date, the applicable conditions set forth in connection therewith Section 3.02 and in clause (it being agreed d) of this Section 2.19 shall be satisfied; (v) after giving effect to the incurrence of any Incremental Term Facility, the Borrower shall be in Pro Forma compliance with all financial covenants set forth in Section 6.11; (vi) any Incremental Term Facility shall have a final maturity date no earlier than the Term Facility Maturity Date and the weighted average life to maturity of any Incremental Term Facility shall be no shorter than the weighted average life to maturity of the Term Facility; (vii) any Incremental Term Facility shall bear interest at a rate per annum as determined by the Borrower and the lenders under such Incremental Term Facility; provided that in the event that the Applicable Margin for any Advances under any Incremental Term Facility is more than 50 basis points greater than the Applicable Margin for the Term Advances, then the Applicable Margin for the Term Advances shall be increased to the extent necessary so that the Applicable Margin for any Advances under the Incremental Term Facility is no more than 50 basis points greater than the Applicable Margin for the Term Advances; provided further that in determining the Applicable Margin applicable to the Term Advances, and any Advances under the Incremental Term Facility, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to the Lead Arranger (or its affiliates) or to one or more arrangers (or their affiliates) of such loans shall be excluded and (z) no Eurocurrency Rate or Base Rate “floors” applicable to any Lender approached to provide Advances under any Incremental Term Loan Commitment may elect Facility shall be higher than the Eurocurrency Rate or declineBase Rate “floors” applicable to the Term Advances; (viii) the Term Lenders shall initially have the right, in its sole discretionbut not the obligation, to provide commit to up to their pro rata portion of any Incremental Term Facility; (ix) each Incremental Facility may be secured by either a pari passu or junior lien on the Collateral securing the Facilities in each case on terms satisfactory to the Administrative Agent; (x) to the extent the terms and documentation of any Incremental Term Facility are not consistent with the Facilities (except to the extent permitted by clause (vi) or (vii) above), they shall be reasonably satisfactory to the Administrative Agent; and (xi) the Loan Documents may be amended by the Administrative Agent, the Loan Parties and the Term Lenders providing an Incremental Term Facility, to the extent necessary to evidence such Incremental Term Loan Commitment and (y) Facility consistent with this Section 2.19(a), without the consent of any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and, if such approval would then be required under Section 10.6(c) for an assignment to such Person of a Commitment or Loan of the applicable Class, must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed))other Lender Party.

Incremental Term Facilities. (a) The Borrower Borrowers may on one or more occasionsoccasions after the Closing Date, by written notice to the Administrative Agent, request the establishment of Incremental Term Loan Commitments, ; provided that the aggregate amount of all the Incremental Term Loan Commitments to be established hereunder Loans incurred under this Section 2.19 on any date shall not exceed, assuming exceed the full greater of (x) an amount of such equal to the Base Incremental Term Loan Commitments shall have been funded as Loans Amount in effect on such date, (y) an amount subject to the Maximum Incremental Amount as of such datedate and (z) an amount equal to the aggregate amount of all optional prepayments of Term Loans (except prepayments made with the proceeds of any long-term Indebtedness) (it being understood that the Borrowers shall be deemed to have used amounts under clause (x) and clause (z) above prior to utilization of amounts under clause (y) above). Each such notice shall specify (iA) the date on which the Borrower proposes Borrowers propose that the Incremental Term Loan Commitments Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, Agent and (iiB) the amount of the Incremental Term Loan Commitments Commitments, as applicable, being requested (which shall be an amount not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Lender in connection therewith (it being agreed that (x) any Lender approached to provide any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment and (y) any Person that the Borrower proposes Borrowers propose to become an Incremental Term Lender, if such Person is not then a Lender, must be an Eligible Assignee and, if such approval would then be required under Section 10.6(c) for an assignment to such Person of a Commitment or Loan of the applicable Class, must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed)Assignee).