Common use of Incremental Term Facilities Clause in Contracts

Incremental Term Facilities. (a) The Borrower may, by written notice to the Agent from time to time and on one or more occasions, request Incremental Term Commitments, in an aggregate principal amount following the ARCA Effective Date not to exceed the Incremental Term Loan 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 Section 10.03(b) (other than Holdings or any of its subsidiaries or Affiliates or any Affiliate Lender) willing to provide such Incremental Term Loans. Each such notice shall set forth (i) the amount of the Incremental Term Commitments being requested, (ii) the date on which such Incremental Term Commitments are requested to become effective (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 $25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the Incremental Term Loan Amount outstanding at such time. Notwithstanding anything to the contrary herein, the Borrower may request Incremental Term Commitments and may incur Incremental Term Loans pursuant thereto without regard to the Incremental Term Loan Amount to the extent the Net Cash Proceeds of such Incremental Term Loans are used substantially concurrently with the incurrence thereof to redeem, repurchase or otherwise discharge all or a portion of the 2017 Notes and to pay accrued and unpaid interest on such discharged 2017 Notes and related fees and expenses (including tender premium).

Incremental Term Facilities. (a) The Borrower may, by written notice to the Agent at any time and from time to time after the Closing Date and on prior to the Term Facility Maturity Date, by notice to the Administrative Agent, request (x) the addition of one or more occasions, request 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 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, in an however, that (i) after giving effect to the incurrence of such Indebtedness, either (A) the aggregate principal amount following the ARCA Effective Date of all Indebtedness incurred under this Section 2.19 and then outstanding does not to exceed the Incremental Term Loan Amount at such time, from one $400,000,000 or more financial institutions (which may include any existing Lender in such Lender’s sole discretion) that would be Eligible Assignees pursuant to Section 10.03(b) (other than Holdings or any of its subsidiaries or Affiliates or any Affiliate Lender) willing to provide such Incremental Term Loans. Each such notice shall set forth (iB) the amount of the Incremental Term Commitments being requested, Consolidated Secured Leverage Ratio calculated on a Pro Forma Basis would not exceed 2.50 to 1.0; (ii) the date on which such each Incremental Term Commitments are requested to become effective (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 Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $25,000,000; (iii) no more than 4 such requests may be made pursuant to this Section 2.19 in respect of the Incremental Term Facilities; (iv) on the date of any request by the Borrower for an Incremental Term Commitment and on the related Increase Date, the applicable conditions set forth in Section 3.02 and in clause (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 such amount may in the event that the Applicable Rate 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 less than $25,000,000 if such amount represents all increased to the remaining availability extent necessary so that the Applicable Rate for any Advances under the Incremental Term Loan Amount outstanding at such time. Notwithstanding anything 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 contrary hereinTerm Advances, the Borrower may request Incremental Term Commitments and may incur Incremental Term Loans pursuant thereto without regard to any Advances under the Incremental Term Loan Amount 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) and (y) customary arrangement or commitment fees payable to the Joint Lead Arrangers (or their respective 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 Incremental Term Facility; (viii) 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; (ix) to the extent the Net Cash Proceeds terms and documentation of any Incremental Term Facility are not consistent with the Facilities (except to the extent permitted by clause (v) or (vi) above), they shall be reasonably satisfactory to the Administrative Agent; and (x) 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 Loans are used substantially concurrently Facility consistent with this Section 2.19(a), without the incurrence thereof to redeem, repurchase or otherwise discharge all or a portion consent of the 2017 Notes and to pay accrued and unpaid interest on such discharged 2017 Notes and related fees and expenses (including tender premium)any other Lender Party.

Incremental Term Facilities. (ai) The With the prior written consent of the Administrative Agent, the Borrower may, by written notice to the Agent from time to time and on any one or more occasions, request Incremental Lenders (including New Term Commitments, in an aggregate principal amount following Lenders) may agree that such Lenders shall make incremental term loans (the ARCA Effective Date not to exceed the Incremental Term Loan 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 Section 10.03(b) (other than Holdings or any of its subsidiaries or Affiliates or any Affiliate Lender) willing to provide such “Incremental Term Loans. Each such ”) by executing and delivering to the Administrative Agent a notice shall set forth (iin form and substance reasonably satisfactory to the Administrative Agent) specifying (A) the amount of the Incremental Term Commitments being requestedLoans, (iiB) the applicable closing date on which such for the Incremental Term Commitments are requested to become effective Loans (the each an “Increased Amount Incremental Term Loan Closing Date”), (C) the applicable maturity date for the Incremental Term Loans (which in any event shall not be earlier than the Maturity Date), (D) the amortization schedule for the Incremental Term Loans, (E) the Applicable Margin and other pricing terms for the Incremental Term Loans and (iiiF) whether such the other terms and conditions of the Incremental Term Commitments are Loans, which, in each case, shall be reasonably acceptable 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”)Administrative Agent. Each tranche of The Incremental Term Loans shall be rank pari passu in an integral multiple right of $1,000,000 payment and be in an aggregate principal amount that is not less than $25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all of security with the remaining availability under Revolving Loans and after giving effect to the issuance of the Incremental Term Loan Amount outstanding at such time. Notwithstanding anything to the contrary hereinLoans, the Borrower may request Revolving Commitments plus the Incremental Term Commitments and may incur Loans, plus, the outstanding Replacement Term Loans (after giving effect to any replacement thereof) do not exceed the Borrowing Base then in effect. No Lender shall have any obligation to participate in the making of any Incremental Term Loans pursuant thereto without regard unless it agrees to the Incremental Term Loan Amount to the extent the Net Cash Proceeds of such Incremental Term Loans are used substantially concurrently with the incurrence thereof to redeem, repurchase or otherwise discharge all or a portion of the 2017 Notes and to pay accrued and unpaid interest on such discharged 2017 Notes and related fees and expenses (including tender premium)do so in its sole discretion.

Incremental Term Facilities. (a) The Borrower may, by written notice to the Agent at any time and from time to time after the Closing Date and on prior to the Term Facility Maturity Date, by notice to the Administrative Agent, request (x) the addition of one or more occasions, request new term loan facilities (any such new term loan facility being an “Incremental Term CommitmentsFacility” and the commitment of 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 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 effective as of a date (the “Increase Date”) specified in the related notice to the Administrative Agent; provided , in an however , that (i) after giving effect to the incurrence of such Indebtedness, either (A) the aggregate principal amount following the ARCA Effective Date of all Indebtedness incurred and Incremental Revolving Commitments obtained under this Section 2.19 and then outstanding does not to exceed the Incremental Term Loan Amount at such time, from one $250,000,000 or more financial institutions (which may include any existing Lender in such Lender’s sole discretion) that would be Eligible Assignees pursuant to Section 10.03(b) (other than Holdings or any of its subsidiaries or Affiliates or any Affiliate Lender) willing to provide such Incremental Term Loans. Each such notice shall set forth (iB) the amount of the Incremental Term Commitments being requested, Consolidated Secured Leverage Ratio calculated on a Pro Forma Basis would not exceed 2.0 to 1.0; (ii) the date on which such each Incremental Term Commitments are requested to become effective (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 Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $25,000,000; provided that (iii) no more than 4 such amount requests may be less made pursuant to this Section 2.19 in respect of the Incremental Facilities; (iv) on the date of any request by the Borrower for an Incremental Commitment and on the related Increase Date, the applicable conditions set forth in Section 3.01(g) and 3.01(h) and in clause (d) of this Section 2.19 shall be satisfied; (v) any Incremental Term Facility shall have a final maturity date no earlier than $25,000,000 if 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 amount represents all Incremental Term Facility; provided that, solely with respect to any Incremental Term Facility added prior to the remaining availability 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 Loan Amount outstanding at such time. Notwithstanding anything 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 contrary hereinTerm Advances, the Borrower may request Incremental Term Commitments and may incur Incremental Term Loans pursuant thereto without regard to any Advances under the Incremental Term Loan Amount 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) 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 Incremental Facility; (viii) 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 reasonably satisfactory to the Administrative Agent; (ix) to the extent the Net Cash Proceeds terms and documentation of any Incremental Facility are not consistent with the Facilities (except to the extent permitted by clause (v) or (vi) above), they shall be reasonably satisfactory to the Administrative Agent; and (x) the Loan Documents may be amended by the Administrative Agent, the Loan Parties and the Lenders providing an Incremental Facility, to the extent necessary to evidence such Incremental Term Loans are used substantially concurrently Facility consistent with the incurrence thereof to redeem, repurchase or otherwise discharge all or a portion of the 2017 Notes this Section 2.19(a) and to pay accrued and unpaid interest on such discharged 2017 Notes and related fees and expenses (including tender premium)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. (ai) The With the prior written consent of the Administrative Agent, the Borrower may, by written notice to the Agent from time to time and on any one or more occasions, request Incremental Lenders (including New Term Commitments, in an aggregate principal amount following Lenders) may agree that such Lenders shall make incremental term loans (the ARCA Effective Date not to exceed the Incremental Term Loan 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 Section 10.03(b) (other than Holdings or any of its subsidiaries or Affiliates or any Affiliate Lender) willing to provide such “Incremental Term Loans. Each such ”) by executing and delivering to the Administrative Agent a notice shall set forth (iin form and substance reasonably satisfactory to the Administrative Agent) specifying (A) the amount of the Incremental Term Commitments being requestedLoans, (iiB) the applicable closing date on which such for the Incremental Term Commitments are requested to become effective Loans (the each an “Increased Amount Incremental Term Loan Closing Date”), (C) the applicable maturity date for the Incremental Term Loans (which in any event shall not be earlier than the Revolving Maturity Date), (D) the amortization schedule for the Incremental Term Loans, (E) the Applicable Margin and other pricing terms for the Incremental Term Loans and (iiiF) whether such the other terms and conditions of the Incremental Term Commitments are Loans, which, in each case, shall be reasonably acceptable 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”)Administrative Agent. Each tranche of The Incremental Term Loans shall be rank pari passu in an integral multiple right of $1,000,000 payment and be in an aggregate principal amount that is not less than $25,000,000; provided that such amount may be less than $25,000,000 if such amount represents all of security with the remaining availability under Revolving Loans and after giving effect to the issuance of the Incremental Term Loan Amount outstanding at such time. Notwithstanding anything to the contrary hereinLoans, the Borrower may request Revolving Commitments plus the Incremental Term Commitments and may incur Loans, plus, the outstanding Replacement Term Loans (after giving effect to any replacement thereof) do not exceed the Borrowing Base then in effect. No Lender shall have any obligation to participate in the making of any Incremental Term Loans pursuant thereto without regard unless it agrees to the do so in its sole discretion. With respect to any Incremental Term Loan Amount Loans incurred after the initial Replacement Term Loans Closing Date, the Effective Yield applicable to the extent the Net Cash Proceeds of such Incremental Term Loans are used substantially concurrently with will not be more than 0.50% higher than the incurrence thereof to redeemcorresponding Effective Yield on the Term Loans then outstanding (calculated for both the Incremental Term Loans and the Term Loans then outstanding inclusive of any original issue discount, repurchase or otherwise discharge all or a portion of the 2017 Notes and to pay accrued and unpaid interest on such discharged 2017 Notes and related upfront fees and expenses Adjusted LIBO Rate floors, payable to all applicable Term Lenders), unless the Effective Yield with respect to the Term Loans then outstanding is increased by an amount equal to the difference between the Effective Yield with respect to such Incremental Term Loans and the corresponding Effective Yield on the existing Term Loans, minus 0.50%. With respect to the Revolving Commitments, the Effective Yield applicable to the Revolving Commitments will not be more than 0.50% higher than the corresponding Effective Yield on the Term Loans then outstanding (including tender premiumcalculated for both the Term Loans then outstanding and the Revolving Commitments then existing inclusive of any original issue discount, upfront fees and Adjusted LIBO Rate floors, payable to all Term Lenders and all Revolving Lenders, respectively), unless the Effective Yield with respect to the Term Loans then outstanding is increased by an amount equal to the difference between the Effective Yield with respect to such Revolving Commitments and the corresponding Effective Yield on the existing Term Loans, minus 0.50%.