Common use of Additional Term Loan Commitments Clause in Contracts

Additional Term Loan Commitments. (a) At any time on and after the Effective Date and prior to the Additional Loans Availability Termination Date, with the prior written consent of the Administrative Agent, the Borrower may request one or more Lenders or other financial institutions to acquire or assume an Additional Term Loan Commitment and to make Additional Term Loans to the Borrower as provided in Section 1.01(a)(ii) and in the sole discretion of each such Lender or other financial institution, any such Lender or other financial institution may agree to so commit; provided that (i) no Default or Event of Default then exists or would result therefrom, (ii) the increase in the Total Additional Term Loan Commitment pursuant to any such request shall be in an aggregate amount of at least $100,000,000 and (iii) after giving effect to each such increase, the Total Additional Term Loan Commitment (determined without giving effect to any prior reductions thereto pursuant to Section 3.03(d)) shall not exceed $500,000,000. The Borrower and each such Lender or other financial institution (each an "Assuming Lender") which agrees to commit to make Additional Term Loans shall execute and deliver to the Administrative Agent an Additional Term Loan Assumption Agreement substantially in the form of Exhibit C (with the increase in or, in the case of a new Assuming Lender, assumption of, such Lender's Additional Term Loan Commitment to be effective upon delivery of such Additional Term Loan Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender as to the occurrence of each Additional Term Loan Assumption Date. On each Additional Term Loan Assumption Date (x) Schedule I shall be deemed modified to reflect the Additional Term Loan Commitments of such Lenders and (y) the Borrower shall pay to each such Assuming Lender such upfront fee (if any) as may have been agreed between the Borrower, the Administrative Agent and such Assuming Lender. (b) In connection with each incurrence of Additional Term Loans pursuant to Section 1.01(a)(ii), the Lenders and the Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, the Borrower and the Administrative Agent may take all such actions as may be necessary to ensure that all Lenders with outstanding Term Loans continue to participate in each Borrowing of outstanding Term Loans (after giving effect to the incurrence of Additional Term Loans pursuant to Section 1.01(a)(ii)) on a pro rata basis, including by adding the Additional Term Loans to be so incurred to the then outstanding Borrowings of Term Loans on a pro rata basis (even though as a result thereof such new Additional Term Loan (to the extent required to be maintained as Eurodollar Loans), may effectively have a shorter Interest Period than the existing Term Loans), and it is hereby agreed that (x) to the extent any existing Borrowings of Term Loans that are maintained as Eurodollar Loans are affected as a result thereof, any costs of the type described in Section 1.11 incurred by such Lenders in connection therewith shall be for the account of the Borrower or (y) to the extent the Additional Term Loans to be so incurred are added to the then outstanding Borrowings of Term Loans which are maintained as Eurodollar Loans, the Lenders that have made such Additional Term Loans shall be entitled to receive an effective interest rate on such Additional Term Loans as is equal to the Eurodollar Rate as in effect two Business Days prior to the incurrence of such Additional Term Loans plus the then Applicable Margin for Term Loans.

Additional Term Loan Commitments. Subject to the terms and conditions set forth herein, each party hereto providing Additional Term Loans (aeach, an “Additional Term Lender”) At any time agrees that (i) effective on and at all times after the Third Amendment Effective Date and Date, in addition to all Term Loans (excluding Tranche C Term Loans) of such Additional Term Lender (if any) outstanding prior to the Additional Loans Availability Termination Third Amendment Effective Date, with such Additional Term Lender will be bound by all obligations of a Lender under the prior written consent Credit Agreement in respect of the Administrative Agentadditional term loan commitment in the amount set forth opposite such Additional Term Lender’s name on Annex I to this Third Amendment (collectively, the Borrower may request one or more Lenders or other financial institutions to acquire or assume an “Additional Term Loan Commitments” and the loans provided pursuant thereto, the “Additional Term Loans”) and (ii) on the Third Amendment Effective Date such Additional Term Lender agrees that it will fund Additional Term Loans in the amount of such Additional Term Lender’s Additional Term Loan Commitment and in the amount set forth opposite such Additional Term Lender’s name on Annex I to make this Third Amendment. The full amount of the Additional Term Loans to must be drawn in a single drawing on the Borrower as provided Third Amendment Effective Date and amounts paid or prepaid in Section 1.01(a)(ii) and in respect 2 NY\3682881.6 of the sole discretion of each such Lender or other financial institution, any such Lender or other financial institution may agree to so commit; provided that (i) no Default or Event of Default then exists or would result therefrom, (ii) the increase in the Total Additional Term Loan Commitment pursuant to any such request shall be in an aggregate amount of at least $100,000,000 and (iii) after giving effect to each such increase, the Total Additional Term Loan Commitment (determined without giving effect to any prior reductions thereto pursuant to Section 3.03(d)) shall not exceed $500,000,000. The Borrower and each such Lender or other financial institution (each an "Assuming Lender") which agrees to commit to make Additional Term Loans shall execute and deliver to the Administrative Agent an Additional Term Loan Assumption Agreement substantially in the form of Exhibit C (with the increase in or, in the case of a new Assuming Lender, assumption of, such Lender's Additional Term Loan Commitment to may not be effective upon delivery of such Additional Term Loan Assumption Agreement to the Administrative Agent)reborrowed. The Administrative Agent shall promptly notify each Lender as to the occurrence of each Additional Term Loan Assumption Date. On each Additional Term Loan Assumption Date (x) Schedule I shall be deemed modified to reflect the Additional Term Loan Commitments shall automatically terminate upon the making of such Lenders and (y) the Borrower shall pay to each such Assuming Lender such upfront fee (if any) as may have been agreed between the Borrower, the Administrative Agent and such Assuming Lender. (b) In connection with each incurrence of Additional Term Loans pursuant to Section 1.01(a)(ii), the Lenders and the Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, the Borrower and the Administrative Agent may take all such actions as may be necessary to ensure that all Lenders with outstanding Term Loans continue to participate in each Borrowing of outstanding Term Loans (after giving effect to the incurrence of Additional Term Loans pursuant to Section 1.01(a)(ii)) on a pro rata basis, including by adding the Additional Term Loans to be so incurred on the Third Amendment Effective Date. On the Third Amendment Effective Date, each Additional Term Lender which was not a Term Lender prior to the then outstanding Borrowings Third Amendment Effective Date will become a Term Lender for all purposes under the Loan Documents. The obligations of Term Loans on a pro rata basis (even though as a result thereof such new Additional Term Loan (to the extent required to be maintained as Eurodollar Loans), may effectively have a shorter Interest Period than the existing Term Loans), and it is hereby agreed that (x) to the extent any existing Borrowings of Term Loans that are maintained as Eurodollar Loans are affected as a result thereof, any costs of the type described in Section 1.11 incurred by such Lenders in connection therewith shall be for the account of the Borrower or (y) to the extent the Additional Term Loans to be so incurred Lenders hereunder are added to the then outstanding Borrowings of Term Loans which are maintained as Eurodollar Loans, the Lenders that have made such in all respects several and not joint. No Additional Term Loans Lender is or shall be entitled to receive an effective interest rate on such in any respect responsible or liable for any obligation of any other Additional Term Loans as is equal to Lender or any other Lender under the Eurodollar Rate as in effect two Business Days prior to the incurrence of such Additional Term Loans plus the then Applicable Margin for Term LoansLoan Documents.