Common use of Incremental Term Loan Amendment Clause in Contracts

Incremental Term Loan Amendment. To effectuate the addition of an Incremental Term Loan, the Borrower, the Administrative Agent and each Lender or other approved financial institution agreeing to provide such Incremental Term Loan, shall execute an amendment (each, an “Incremental Loan Amendment”). Each such Incremental Loan Amendment shall provide that (i) the scheduled maturity date of the Incremental Term Loan shall not be sooner than the Maturity Date for the Term Loan, and an amortization schedule, if any, that matches or is later than the scheduled amortization described in Section 2.07(b), (ii) the Incremental Term Loan shall be collateralized on the same basis as the Loans and (iii) the applicable margins for the Incremental Term Loans shall be determined by Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the applicable margin for the Incremental Term Loans are more than 50 basis points greater than the Applicable Rate for the Term B Loan Facility, then the Applicable Rate for the Term B Loan Facility shall be increased to the extent necessary so that the applicable margin for the Incremental Term Loans are not more than 50 basis points greater than the Applicable Rate for the Term B Loan Facility, provided, further, that in determining the Applicable Rate applicable to the Term B Loan Facility and the Incremental Term Loans, (x) any Eurodollar Rate floor applicable to such Term B Facility or Incremental Term Loans and OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the Term B Loan Facility or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Arrangers (or their affiliates) in connection with the Term B Loan Facility or to one or more arrangers (or their affiliates) in connection with the Incremental Term Loans shall be excluded. Notwithstanding Section 10.01, any waiver, consent or other amendment to any term or provision of this Agreement necessary or advisable to effectuate any Incremental Term Loan or any provisions thereof in accordance with the terms of, or the intent of, this Agreement, shall be effective when executed by the Borrower, the Administrative Agent and each Lender or other approved financial institution making such Incremental Facility. So long as any financial institution not theretofore a Lender which is providing an Incremental Term Loan shall have become a Lender under this Agreement pursuant to an Incremental Loan Amendment, the Incremental Term Loans being requested by the Borrower shall become effective under this Agreement upon the effectiveness of such Incremental Loan Amendment and the Lender or Lenders providing such Incremental Term Loans shall be deemed to have agreed, severally and not jointly, upon the terms and subject to the conditions of this Agreement, to make an Incremental Term Loan on the effective date of the applicable Incremental Loan Amendment.

Incremental Term Loan Amendment. To effectuate the addition of Each Commitment Increase for an Incremental Term Loan, the Borrower, the Administrative Agent and each Lender or other approved financial institution agreeing Loan Facility may be made hereunder pursuant to provide such Incremental Term Loan, shall execute an amendment or an amendment and restatement (each, an “Incremental Term Loan Amendment”)) of this Agreement and, as appropriate, the other Loan Documents, executed by Borrower, each Incremental Term Lender participating in such tranche and the Administrative Agent. Each such Incremental Term Loan Amendment shall provide that may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 1.15. All Incremental Term Loans (i) shall rank pari passu in right of payment with Revolving Loans and the scheduled maturity date of the Incremental existing Term Loan Loans and shall not be sooner secured by any additional collateral or guaranteed by any additional Guarantors than the Maturity Date for the existing Term Loan, and an amortization schedule, if any, that matches or is later than the scheduled amortization described in Section 2.07(b)Loans, (ii) shall not mature earlier than the Incremental Term Loan shall be collateralized on the same basis as the Loans latest Maturity Date for any then-existing Facility (but may have amortization prior to such date), and (iii) shall be treated substantially the applicable margins for same as (and in any event no more favorably than) the Incremental Revolving Loans, the existing Term Loans shall be determined by Borrower and the Lenders each other tranche of the Incremental Term Loans; provided that in (I) the event that the terms and conditions applicable margin for the to any tranche of Incremental Term Loans are more than 50 basis points greater than maturing after the Applicable Rate Maturity Date for each then-existing Term Facility may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date for such existing Term B Loan Facility, then the Applicable Rate for the Term B Loan Facility shall be increased to the extent necessary so that the applicable margin for the and (II) each tranche of Incremental Term Loans are not more than 50 basis points greater may be priced differently than the Applicable Rate for the 2027 Term B Loan Facility, provided, further, that in determining the Applicable Rate applicable to the Term B Loan Facility Loans and the any other tranche of Incremental Term Loans, (x) any Eurodollar Rate floor . Each applicable to such Term B Facility or Incremental Term Loans and OID or upfront fees (which Lender shall be deemed to constitute like amounts of OID) payable by fund the Borrower to the Lenders of the Term B Loan Facility or the applicable Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Arrangers (or their affiliates) in connection with the Term B Loan Facility or to one or more arrangers (or their affiliates) in connection with the Incremental Term Loans shall be excluded. Notwithstanding Section 10.01, any waiver, consent or other amendment to any term or provision of this Agreement necessary or advisable to effectuate any Incremental Term Loan or any provisions thereof in accordance with the terms of, or the intent of, this Agreement, shall be effective when executed by the Borrower, the Administrative Agent and each Lender or other approved financial institution making such Incremental Facility. So long as any financial institution not theretofore a Lender which is providing an Incremental Term Loan shall have become a Lender under this Agreement pursuant to an Incremental Loan Amendment, the Incremental Term Loans being requested by the Borrower shall become effective under this Agreement upon the effectiveness of such Incremental Loan Amendment and the Lender or Lenders providing such Incremental Term Loans shall be deemed to have agreed, severally and not jointly, upon the terms and subject to the conditions of this Agreement, to make an Incremental Term Loan on the effective date requirements of the applicable Incremental Term Loan Amendment.. ​

Incremental Term Loan Amendment. To effectuate the addition of an Incremental Term Loan, the Borrower, the Administrative Agent and each Lender or other approved financial institution agreeing to provide such Incremental Term Loan, shall execute an amendment (each, an “Incremental Loan Amendment”). Each such Incremental Loan Amendment shall provide that (i) the scheduled maturity date of the Incremental Term Loan shall not be sooner than the Maturity Date for the Term B Loan, and shall have an amortization schedule, if any, that matches or is later than the scheduled amortization described in Section 2.07(b), (ii) the Incremental Term Loan shall be collateralized on the same basis as the Loans and (iii) the applicable margins for the Incremental Term Loans shall be determined by Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the applicable margin for the Incremental Term Loans are is more than 50 basis points greater than the Applicable Rate for the Term B Loan Facility, then the Applicable Rate for the Term B Loan Facility shall be increased to the extent necessary so that the applicable margin for the Incremental Term Loans are is not more than 50 basis points greater than the Applicable Rate for the Term B Loan Facility, provided, further, that in determining the Applicable Rate applicable to the Term B Loan Facility and the Incremental Term Loans, (x) any Eurodollar Rate floor applicable to such Term B Facility or Incremental Term Loans and OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the Term B Loan Facility or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Arrangers (or their affiliates) in connection with the Term B Loan Facility or to one or more arrangers (or their affiliates) in connection with the Incremental Term Loans shall be excluded. Notwithstanding Section 10.01, any waiver, consent or other amendment to any term or provision of this Agreement necessary or advisable to effectuate any Incremental Term Loan or any provisions thereof in accordance with the terms of, or the intent of, this Agreement, shall be effective when executed by the Borrower, the Administrative Agent and each Lender or other approved financial institution making such Incremental Facility. So long as any financial institution not theretofore a Lender which is providing an Incremental Term Loan shall have become a Lender under this Agreement pursuant to an Incremental Loan Amendment, the Incremental Term Loans being requested by the Borrower shall become effective under this Agreement upon the effectiveness of such Incremental Loan Amendment and the Lender or Lenders providing such Incremental Term Loans shall be deemed to have agreed, severally and not jointly, upon the terms and subject to the conditions of this Agreement, to make an Incremental Term Loan on the effective date of the applicable Incremental Loan Amendment.

Incremental Term Loan Amendment. To effectuate the addition Each Commitment Increase with respect to an additional tranche of an Incremental Term Loan, the Borrower, the Administrative Agent and each Lender or other approved financial institution agreeing Loan Commitments may be made hereunder pursuant to provide such Incremental Term Loan, shall execute an amendment or restatement (each, an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by Borrower, each Incremental Term Lender participating in such tranche and the Administrative Agent. Each Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.17 (which may include providing for additional currencies and/or benchmark interest rate as may be agreed between the Borrower and the applicable Incremental Term Lenders). Each such All Incremental Loan Amendment shall provide that Term Loans (i) shall rank pari passu in right of payment with the scheduled maturity date of the Incremental Term Loan shall not be sooner than the Maturity Date for the Term Loan, and an amortization schedule, if any, that matches or is later than the scheduled amortization described in Section 2.07(b)other Loans, (ii) shall not mature earlier than the Incremental Term Loan shall be collateralized on the same basis as the latest Maturity Date then in effect for any then-existing Loans (but may have amortization prior to such date), and (iii) the applicable margins for the Incremental Term Loans shall be determined by Borrower treated substantially the same as (and in any event no more favorably than) the Lenders other Loans and each other tranche of the Incremental Term Loans; provided that in (I) the event that the terms and conditions applicable margin for the to any tranche of Incremental Term Loans are more than 50 basis points greater than maturing after the Applicable Rate Maturity Date for any then-existing Loans may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date of such Term B Loan Facility, then the Applicable Rate for the Term B Loan Facility shall be increased to the extent necessary so that the applicable margin for the Loans and (II) each tranche of Incremental Term Loans are not more than 50 basis points greater may be priced differently than the Applicable Rate for the Term B Loan Facility, provided, further, that in determining the Applicable Rate applicable to the Term B Loan Facility other then-existing Loans and the any other tranche of Incremental Term Loans, (x) any Eurodollar Rate floor . Each applicable to such Term B Facility or Incremental Term Loans and OID or upfront fees (which Lender shall be deemed to constitute like amounts of OID) payable by fund the Borrower to the Lenders of the Term B Loan Facility or the applicable Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Arrangers (or their affiliates) in connection with the Term B Loan Facility or to one or more arrangers (or their affiliates) in connection with the Incremental Term Loans shall be excluded. Notwithstanding Section 10.01, any waiver, consent or other amendment to any term or provision of this Agreement necessary or advisable to effectuate any Incremental Term Loan or any provisions thereof in accordance with the terms of, or the intent of, this Agreement, shall be effective when executed by the Borrower, the Administrative Agent and each Lender or other approved financial institution making such Incremental Facility. So long as any financial institution not theretofore a Lender which is providing an Incremental Term Loan shall have become a Lender under this Agreement pursuant to an Incremental Loan Amendment, the Incremental Term Loans being requested by the Borrower shall become effective under this Agreement upon the effectiveness of such Incremental Loan Amendment and the Lender or Lenders providing such Incremental Term Loans shall be deemed to have agreed, severally and not jointly, upon the terms and subject to the conditions of this Agreement, to make an Incremental Term Loan on the effective date requirements of the applicable Incremental Term Loan Amendment.