Common use of Term Loan Commitment Increase Clause in Contracts

Term Loan Commitment Increase. Borrower may by written notice (it being understood and agreed that Borrower shall not deliver more than three such written notices) to Administrative Agent elect to request the establishment of new term loan commitments (each, a “New Term Loan Commitment” and collectively, the “New Term Loan Commitments”) in an aggregate amount not in excess of $100,000,000 plus the amount of any Delayed Draw Term Loan Commitment that has been terminated and not funded. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Term Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom Borrower proposes any portion of such New Term Loan Commitments be allocated and the amounts of such allocations; provided that Administrative Agent may elect or decline to arrange such New Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Event of Default shall exist on such Increased Amount Date after giving effect to such New Term Loan Commitments and the funding of the New Term Loans thereunder; (2) Holdings, Borrower and their respective Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 6.7 as of the last day of the most recently ended Fiscal Quarter for which financial statements are available after giving effect to such New Term Loan Commitment and the funding of the New Term Loans thereunder (it being understood and agreed that for purposes of this calculation the proceeds of the relevant Series of New Term Loans shall not be netted as otherwise contemplated in the definition of “Consolidated Net Debt”); (3) the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (and in all respects to the extent that such representation and warranty is already qualified by materiality) on and as of the Increased Amount Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (and in all respects to the extent that such representation and warranty is already qualified by materiality) on and as of such earlier date; (4) the New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Term Loan Lenders and Administrative Agent, each of which shall be recorded in the Register, and each New Term Loan Lender shall be subject to the requirements set forth in Section 2.17(c); (5) the Borrower shall make any payments required pursuant to Section 2.15(c) in connection with the New Term Loan Commitments; and (6) the Borrower shall deliver or cause to be delivered any legal opinions, mortgage modifications, amendments to Collateral Documents or other documents reasonably requested by Administrative Agent in connection with any such transaction. The New Term Loans made on the Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. On the Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to Borrower (collectively, the “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loan made pursuant thereto. The terms and provisions of the New Term Loan and New Term Loan Commitment shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Term Loans. In any event, (a) the Weighted Average Life to Maturity of all New Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the Term Loans, (b) the applicable Maturity Date of each Series shall be no earlier than the latest Maturity Date of the Term Loans, (c) the yield applicable to the New Term Loans of any Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided however that the yield applicable to the New Term Loans of any Series (after giving effect to all upfront or similar fees or original issue discount payable with respect to such New Term Loans, the relevant Applicable Margin, and any “LIBOR” floor or “Base Rate” floor but excluding arrangement, syndication, structuring or like fees payable in connection therewith that are not shared with all lenders) shall not be greater than the applicable yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans (including any upfront fees or original issue discount payable to the initial Lenders hereunder, the Applicable Margin, and any “LIBOR” floor or “Base Rate” floor but excluding arrangement, syndication, structuring or like fees payable in connection therewith that are not shared with all lenders), plus 0.50% per annum unless the interest rate with respect to the Term Loans is increased so as to cause the then applicable yield under this Agreement on the Term Loans to equal the yield then applicable to the New Term Loans of such Series (after giving effect to all upfront or similar fees or original issue discount, the Applicable Margin and any “LIBOR” floor or “Base Rate” floor payable with respect to such New Term Loans but excluding arrangement, syndication, structuring or like fees payable in connection therewith that are not shared with all lenders), minus 0.50% and (d) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Term Loans, must be reasonably acceptable to the Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of Administrative Agent to effect the provisions of this Section 2.21.

Term Loan Commitment Increase. Borrower may by written notice (it being understood and agreed that Borrower shall not deliver more than three such written notices) to Administrative Agent elect to request the establishment of new term loan commitments (each, a “New Term Loan Commitment” and collectively, the “New Term Loan Commitments”) in an aggregate amount not to exceed the sum of (a) $200,000,000 plus, (b) as of any date, an additional amount such that, after giving pro forma effect to the funding of such amount, the Senior Secured Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements are then available and have been delivered pursuant to Section 5.1(b) or Section 5.1(c) does not exceed 2.00:1.00 (it being understood and agreed that for purposes of this calculation the proceeds of the relevant Series of New Term Loans shall not be considered “Available Cash” as otherwise contemplated in excess the definition of $100,000,000 plus “Senior Secured Leverage Ratio”) minus the aggregate amount of any Delayed Draw Term Loan Commitment that has been terminated Indebtedness of Holdings and not fundedits Subsidiaries incurred pursuant to Section 6.1(c)). Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Term Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom Borrower proposes any portion of such New Term Loan Commitments be allocated and the amounts of such allocations; provided that Administrative Agent may elect or decline to arrange such New Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Event of Default shall exist on such Increased Amount Date after giving effect to such New Term Loan Commitments and the funding of the New Term Loans thereunder; (2) Holdings, Borrower and their respective Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 6.7 as of the last day of the most recently ended Fiscal Quarter for which financial statements are available after giving effect to such New Term Loan Commitment and the funding of the New Term Loans thereunder (it being understood and agreed that for purposes of this calculation the proceeds of the relevant Series of New Term Loans shall not be netted as otherwise contemplated in the definition of “Consolidated Net Debt”); (3) the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (and in all respects to the extent that such representation and warranty is already qualified by materiality) on and as of the Increased Amount Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (and in all respects to the extent that such representation and warranty is already qualified by materiality) on and as of such earlier date; (43) the New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Term Loan Lenders and Administrative Agent, each of which shall be recorded in the Register, and each New Term Loan Lender shall be subject to the requirements set forth in Section 2.17(c); (54) the Borrower shall make any payments required pursuant to Section 2.15(c) in connection with the New Term Loan Commitments; and (65) the Borrower shall deliver or cause to be delivered any legal opinions, mortgage modifications, amendments to Collateral Documents or other documents reasonably requested by Administrative Agent in connection with any such transaction. The New Term Loans made on the Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. On the Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to Borrower (collectively, the “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loan made pursuant thereto. The terms and provisions of the New Term Loan and New Term Loan Commitment shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Term Loans. In any event, (a) the Weighted Average Life to Maturity of all New Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the Term Loans, (b) the applicable Maturity Date of each Series shall be no earlier than the latest Maturity Date of the Term Loans, (c) the yield applicable to the New Term Loans of any Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided however that the yield applicable to the New Term Loans of any Series (after giving effect to all upfront or similar fees or original issue discount payable with respect to such New Term Loans, the relevant Applicable Margin, and any “LIBOR” floor or “Base Rate” floor but excluding arrangement, syndication, structuring or like fees payable in connection therewith that are not shared with all lenders) shall not be greater than the applicable yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans (including any upfront fees or original issue discount payable to the initial Lenders hereunder, the Applicable Margin, and any “LIBOR” floor or “Base Rate” floor but excluding arrangement, syndication, structuring or like fees payable in connection therewith that are not shared with all lenders), plus 0.50% per annum unless the interest rate with respect to the Term Loans is increased so as to cause the then applicable yield under this Agreement on the Term Loans to equal the yield then applicable to the New Term Loans of such Series (after giving effect to all upfront or similar fees or original issue discount, the Applicable Margin and any “LIBOR” floor or “Base Rate” floor payable with respect to such New Term Loans but excluding arrangement, syndication, structuring or like fees payable in connection therewith that are not shared with all lenders), minus 0.50% and (d) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Term Loans, must be reasonably acceptable to the Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of Administrative Agent to effect the provisions of this Section 2.21.

Term Loan Commitment Increase. On or prior to the Exit Facility Conversion Date, and only if the Borrower or any Guarantor has not obtained a Replacement Revolving Facility or Alternative Facility, Borrower may by written notice (it being understood and agreed that Borrower shall not deliver more than three such written notices) to Administrative Agent elect to request the establishment of one new term loan commitments commitment (each, a the “New Term Loan Commitment” and collectively, the “New Term Loan Commitments”) in an aggregate amount not in excess of $100,000,000 plus the amount of any Delayed Draw Term Loan Commitment that has been terminated and not funded90,000,000. Each such Such notice shall specify (A) the date (each, an the “Increased Amount Date”) on which Borrower proposes that the New Term Loan Commitments Commitment shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom Borrower proposes any portion of such New Term Loan Commitments Commitment be allocated and the amounts of such allocations; provided that Administrative Agent may elect or decline to arrange such New Term Loan Commitments Commitment in its sole discretion and any Lender approached to provide all or a portion of the New Term Loan Commitments Commitment may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments Commitment shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments and the funding of the New Term Loans thereunderCommitment; (2) Holdings, the Borrower and their respective its Subsidiaries shall be in pro forma compliance with each of the covenant covenants set forth in Section 6.7 as of the last day of the most recently ended Fiscal Quarter for which financial statements are available after giving effect to such New Term Loan Commitment and the funding of the New Term Loans thereunder (it being understood and agreed that for purposes of this calculation the proceeds of the relevant Series of New Term Loans shall not be netted as otherwise contemplated in the definition of “Consolidated Net Debt”)Commitment; (3) the representations and warranties contained herein and in the other Credit Documents 60 shall be true and correct in all material respects (and in all respects to the extent that such representation and warranty is already qualified by materiality) on and as of the Increased Amount Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (and in all respects to the extent that such representation and warranty is already qualified by materiality) on and as of such earlier date; (4) the New Term Loan Commitments Commitment shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Term Loan Lenders and Administrative Agent, each of which shall be recorded in the Register, and each New Term Loan Lender shall be subject to the requirements set forth in Section 2.17(c); (5) the Borrower shall make any payments required pursuant to Section 2.15(c) in connection with the New Term Loan CommitmentsCommitment; and (6) the Borrower shall deliver or cause to be delivered any legal opinions, mortgage modifications, amendments to Collateral Documents opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. The New Term Loans made on the Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. On the Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to Borrower (collectively, the “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loan made pursuant thereto. Immediately upon receipt thereof, the Borrower shall cause 100% of the proceeds of the New Term Loans to be deposited in the Settlement Escrow Account for further application in accordance with Section 2.26. The terms and provisions of the New Term Loan and New Term Loan Commitment shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Term Loans. In any event, (a) the Weighted Average Life to Maturity of all New Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the Term Loans, (b) the applicable Maturity Date of each Series shall be no earlier than the latest Maturity Date of the Term Loans, (c) the yield applicable to the New Term Loans of any Series Loan shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided however that the yield applicable to the New Term Loans of any Series (after giving effect to all upfront or similar fees or original issue discount payable with respect to such New Term Loans, the relevant Applicable Margin, and any “LIBOR” floor or “Base Rate” floor but excluding arrangement, syndication, structuring or like fees payable in connection therewith that are not shared with all lenders) shall not be greater than the applicable yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans (including any upfront fees or original issue discount payable to the initial Lenders hereunder, the Applicable Margin, and any “LIBOR” floor or “Base Rate” floor but excluding arrangement, syndication, structuring or like fees payable in connection therewith that are not shared with all lenders), plus 0.50% per annum unless the interest rate with respect to the Term Loans is increased so as to cause the then applicable yield under this Agreement on the Term Loans to equal the yield then applicable to the New Term Loans of such Series (after giving effect to all upfront or similar fees or original issue discount, the Applicable Margin and any “LIBOR” floor or “Base Rate” floor discount payable with respect to such New Term Loans but excluding arrangement, syndication, structuring or like fees payable in connection therewith that are not shared with all lendersLoans), minus 0.50% %; provided, however, if, within 120 day after the funding of the New Term Loans, the Borrower repays the entire principal amount of such New Term Loans with the proceeds of a Replacement Revolving Facility substantially contemporaneously with the receipt of such proceeds (it being understood and (d) all other terms agreed that any such repayment of the New Term Loans and New Term Loan Commitments, if not consistent made substantially contemporaneously with the terms receipt of such proceeds of a Replacement Revolving Facility shall not be subject to the ratable sharing provisions set forth in Section 2.14), to the extent that the interest rate with respect to the Term Loans was increased pursuant to the foregoing proviso (such increased margins, the “Increased Rate”), then, from and after the date of such repayment in full of the New Term Loans, must be reasonably acceptable the interest rate that will apply to the Administrative AgentTerm Loans shall be the interest rate applicable to the Term Loans prior to giving effect to the Increased Rate. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of Administrative Agent to effect the provisions provision of this Section 2.212.27.

Term Loan Commitment Increase. Borrower may by written notice Representative may, within one hundred eighty (it being understood and agreed that Borrower shall not deliver more than three such written notices180) to Administrative Agent elect to days of the date hereof, request an increase in the establishment of new term loan commitments Commitment (each, a “New Term Loan Commitment” and collectively, the “New Term Loan Commitments”"COMMITMENT INCREASE") in an aggregate principal amount not in excess of up to $40,000,000 (or a lower integral multiple of $100,000,000 plus 500,000) MINUS the amount previously funded by any of the Lenders as contemplated by the Reimbursement Agreement. Any such request shall specify the proposed use of the proceeds of the Commitment Increase (the "PROPOSED USE OF FUNDS"). Subject to the terms and conditions of this Agreement, each Lender severally agrees to provide a term loan to the Borrowers on the Business Day specified in the applied Borrowing Request in a principal amount equal to its Term Loan Percentage of any Delayed Draw Term Loan Commitment that has been terminated and not funded. Each such notice shall specify (A) the date Increase as set forth on SCHEDULE A hereto (each, an “Increased Amount Date”) on which Borrower proposes that "ADDITIONAL LOAN"), in accordance with SECTION 3.1(B). In addition to the New Term Loan Commitments conditions specified in Section 3.1(b), the obligation of the Lenders to make Additional Loans shall be effective, which shall be a date not less than 10 Business Days after subject to the date on which such notice is delivered to Administrative Agent and conditions that: (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom Borrower proposes any portion of such New Term Loan Commitments be allocated and the amounts of such allocations; provided that Administrative Agent may elect or decline to arrange such New Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1i) no Default or Event of Default has occurred or is continuing or would result therefrom; (ii) the terms and conditions, if any, applicable to the Proposed Use of Funds, are acceptable to the Administrative Agent (in its absolute and sole discretion); (iii) the Credit Parties shall exist on such Increased Amount Date after giving effect have delivered any documents related to such New Term Loan Commitments the Proposed Use of Funds as the Administrative Agent shall reasonably request; (iv) TAG shall have executed and delivered to the Administrative Agent the Guggenheim Additional Warrant Purchase Agreement in form and substance satisfactory to the Administrative Agent; (v) TAG shall have issued the Guggenheim Additional Warrants and the funding of the New Term Loans thereunderDurham Additional Warrants; and (2vi) Holdings, Borrower and their respective Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 6.7 as of the last day date that the Additional Loans are made, all of the most recently ended Fiscal Quarter for which financial statements are available after giving effect to such New Term Loan Commitment and the funding of the New Term Loans thereunder (it being understood and agreed that for purposes of this calculation the proceeds of the relevant Series of New Term Loans shall not be netted as otherwise contemplated in the definition of “Consolidated Net Debt”); (3) the representations and warranties of any Credit Party contained herein in ARTICLE 5 and in the other Credit Loan Documents shall be true and correct in all material respects (and in all respects to the extent that such representation and warranty is already qualified by materiality) on and as of the Increased Amount Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been be true and correct in all material respects (and in all respects to the extent that such representation and warranty is already qualified by materiality) on and as of such earlier date; (4) the New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Term Loan Lenders and Administrative Agent, each of which shall be recorded in the Register, and each New Term Loan Lender shall be subject to except for changes after the requirements set forth in Section 2.17(c); (5) the Borrower shall make any payments required pursuant to Section 2.15(c) in connection with the New Term Loan Commitments; and (6) the Borrower shall deliver or cause to be delivered any legal opinions, mortgage modifications, amendments to Collateral Documents or other documents reasonably requested by Administrative Agent in connection with any such transaction. The New Term Loans made on the Increased Amount Closing Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. On the Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to Borrower (collectively, the “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loan made pursuant thereto. The terms and provisions of the New Term Loan and New Term Loan Commitment shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Term Loans. In any event, (a) the Weighted Average Life to Maturity of all New Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the Term Loans, (b) the applicable Maturity Date of each Series shall be no earlier than the latest Maturity Date of the Term Loans, (c) the yield applicable to the New Term Loans of any Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided however that the yield applicable to the New Term Loans of any Series (after giving effect to all upfront or similar fees or original issue discount payable with respect to such New Term Loans, the relevant Applicable Margin, and any “LIBOR” floor or “Base Rate” floor but excluding arrangement, syndication, structuring or like fees payable in connection therewith that which are not shared with all lenders) shall not be greater than the applicable yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans (including prohibited by any upfront fees or original issue discount payable to the initial Lenders hereunder, the Applicable Margin, and any “LIBOR” floor or “Base Rate” floor but excluding arrangement, syndication, structuring or like fees payable in connection therewith that are not shared with all lendersLoan Document), plus 0.50% per annum unless the interest rate with respect to the Term Loans is increased so as to cause the then applicable yield under this Agreement on the Term Loans to equal the yield then applicable to the New Term Loans of such Series (after giving effect to all upfront or similar fees or original issue discount, the Applicable Margin and any “LIBOR” floor or “Base Rate” floor payable with respect to such New Term Loans but excluding arrangement, syndication, structuring or like fees payable in connection therewith that are not shared with all lenders), minus 0.50% and (d) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Term Loans, must be reasonably acceptable to the Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of Administrative Agent to effect the provisions of this Section 2.21.

Term Loan Commitment Increase. Borrower may by written notice Representative may, within one hundred eighty (it being understood and agreed that Borrower shall not deliver more than three such written notices180) to Administrative Agent elect to days of the date hereof, request an increase in the establishment of new term loan commitments Commitment (each, a “New Term Loan Commitment” and collectively, the “New Term Loan Commitments”"Commitment Increase") in an aggregate principal amount not in excess of up to $40,000,000 (or a lower integral multiple of $100,000,000 plus 500,000) minus the amount previously funded by any of the Lenders as contemplated by the Reimbursement Agreement. Any such request shall specify the proposed use of the proceeds of the Commitment Increase (the "Proposed Use of Funds"). Subject to the terms and conditions of this Agreement, each Lender severally agrees to provide a term loan to the Borrowers on the Business Day specified in the applied Borrowing Request in a principal amount equal to its Term Loan Percentage of any Delayed Draw Term Loan Commitment that has been terminated and not funded. Each such notice shall specify (A) the date Increase as set forth on SCHEDULE A hereto (each, an “Increased Amount Date”) on which Borrower proposes that "Additional Loan"), in accordance with Section 3.1(b). In addition to the New Term Loan Commitments conditions specified in Section 3.1(b), the obligation of the Lenders to make Additional Loans shall be effective, which shall be a date not less than 10 Business Days after subject to the date on which such notice is delivered to Administrative Agent and conditions that: (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom Borrower proposes any portion of such New Term Loan Commitments be allocated and the amounts of such allocations; provided that Administrative Agent may elect or decline to arrange such New Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1i) no Default or Event of Default has occurred or is continuing or would result therefrom; (ii) the terms and conditions, if any, applicable to the Proposed Use of Funds, are acceptable to the Administrative Agent (in its absolute and sole discretion); (iii) the Credit Parties shall exist on such Increased Amount Date after giving effect have delivered any documents related to such New Term Loan Commitments the Proposed Use of Funds as the Administrative Agent shall reasonably request; (iv) TAG shall have executed and delivered to the Administrative Agent the Guggenheim Additional Warrant Purchase Agreement in form and substance satisfactory to the Administrative Agent; (v) TAG shall have issued the Guggenheim Additional Warrants and the funding of the New Term Loans thereunderDurham Additional Warrants; and (2vi) Holdings, Borrower and their respective Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 6.7 as of the last day date that the Additional Loans are made, all of the most recently ended Fiscal Quarter for which financial statements are available after giving effect to such New Term Loan Commitment and the funding of the New Term Loans thereunder (it being understood and agreed that for purposes of this calculation the proceeds of the relevant Series of New Term Loans shall not be netted as otherwise contemplated in the definition of “Consolidated Net Debt”); (3) the representations and warranties of any Credit Party contained herein in Article 5 and in the other Credit Loan Documents shall be true and correct in all material respects (and in all respects to the extent that such representation and warranty is already qualified by materiality) on and as of the Increased Amount Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been be true and correct in all material respects (and in all respects to the extent that such representation and warranty is already qualified by materiality) on and as of such earlier date; (4) the New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Term Loan Lenders and Administrative Agent, each of which shall be recorded in the Register, and each New Term Loan Lender shall be subject to except for changes after the requirements set forth in Section 2.17(c); (5) the Borrower shall make any payments required pursuant to Section 2.15(c) in connection with the New Term Loan Commitments; and (6) the Borrower shall deliver or cause to be delivered any legal opinions, mortgage modifications, amendments to Collateral Documents or other documents reasonably requested by Administrative Agent in connection with any such transaction. The New Term Loans made on the Increased Amount Closing Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. On the Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to Borrower (collectively, the “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loan made pursuant thereto. The terms and provisions of the New Term Loan and New Term Loan Commitment shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Term Loans. In any event, (a) the Weighted Average Life to Maturity of all New Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the Term Loans, (b) the applicable Maturity Date of each Series shall be no earlier than the latest Maturity Date of the Term Loans, (c) the yield applicable to the New Term Loans of any Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided however that the yield applicable to the New Term Loans of any Series (after giving effect to all upfront or similar fees or original issue discount payable with respect to such New Term Loans, the relevant Applicable Margin, and any “LIBOR” floor or “Base Rate” floor but excluding arrangement, syndication, structuring or like fees payable in connection therewith that which are not shared with all lenders) shall not be greater than the applicable yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans (including prohibited by any upfront fees or original issue discount payable to the initial Lenders hereunder, the Applicable Margin, and any “LIBOR” floor or “Base Rate” floor but excluding arrangement, syndication, structuring or like fees payable in connection therewith that are not shared with all lendersLoan Document), plus 0.50% per annum unless the interest rate with respect to the Term Loans is increased so as to cause the then applicable yield under this Agreement on the Term Loans to equal the yield then applicable to the New Term Loans of such Series (after giving effect to all upfront or similar fees or original issue discount, the Applicable Margin and any “LIBOR” floor or “Base Rate” floor payable with respect to such New Term Loans but excluding arrangement, syndication, structuring or like fees payable in connection therewith that are not shared with all lenders), minus 0.50% and (d) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Term Loans, must be reasonably acceptable to the Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of Administrative Agent to effect the provisions of this Section 2.21.