Common use of Incremental Facility Clause in Contracts

Incremental Facility. The Company may, at one time prior to the Maturity Date, by notice to the Agent, request the addition of a new facility or an increase in the Term Facility (such increase or any new facility being a "Commitment Increase") equal to up to $325,000,000 in the aggregate for all Commitment Increases, to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date (for such Commitment Increase, the "Increase Date") as specified in the related notice to the Agent; provided, however, that (i) on the Increase Date the Company shall be in pro forma compliance with all financial covenants set forth in Sections 7.11, 7.12, 7.14 and 7.15; (ii) on the Increase Date no Default or Event of Default shall have occurred and be continuing; (iii) such Commitment Increase shall be documented on other terms and conditions that are reasonably satisfactory to the Agent and the Company; and (iv) if on the closing of the Commitment Increase, the applicable margin on the Commitment Increase is greater than 0.25% per annum above the Applicable Margin on the Term Facility, the Applicable Margin on the Term Facility shall be increased to a percentage per annum equal to (A) the applicable margin on the Commitment Increase minus (B) 0.25% per annum; and (v) notwithstanding any other provision of any Loan Document (including, without limitation, Section 10.01), the Loan Documents may be amended by the Agent and the Company, if necessary, to provide for terms applicable to each Commitment Increase consistent with the terms hereof.

Incremental Facility. (a) The Company may, at one may from time prior to time amend this Agreement in order to provide to the Maturity DateCompany additional revolving loan facilities (each, by notice to the Agentan “Incremental Revolving Loan Facility”) and additional term loan facilities (each, request the addition of a new facility or an increase in the “Incremental Term Facility (such increase or any new facility being a "Commitment Increase") equal to up to $325,000,000 in the aggregate for all Commitment IncreasesLoan Facility”), to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date (for such Commitment Increase, the "Increase Date") as specified in the related notice to the Agent; provided, however, provided that (i) on the Increase Date aggregate principal amount of the Company Incremental Facilities shall not exceed $750,000,000 and (ii) each Incremental Facility shall be in pro forma compliance a minimum aggregate principal amount of $25,000,000. Each Incremental Facility will be secured and guaranteed with all financial covenants set forth in Sections 7.11, 7.12, 7.14 the other Facilities on a pari passu basis. Each Incremental Facility must have an average life which is longer than the then remaining average life of the original comparable Facility taken as a whole and 7.15; (ii) a final maturity no earlier than the comparable Facility. Incremental Facilities will be entitled to prepayments and voting rights on the Increase Date same basis as comparable Facilities unless the applicable Incremental Facility Activation Notice specifies a lesser treatment. An Incremental Facility may be made available under this Agreement only if, after giving effect thereto and the use of proceeds thereof (x) no Default or Event of Default shall have occurred exists and (y) the Consolidated Total Net Leverage Ratio for the most recently ended fiscal quarter (calculated on a pro forma basis, as reasonably determined by the Company after consultation with the Administrative Agent, to give effect to the Loans to be continuing; (iiimade pursuant to such Incremental Facility and the Permitted Acquisition and other permitted uses made with the proceeds thereof) such Commitment Increase shall be documented on other terms and conditions equal to or less than the then applicable Consolidated Total Net Leverage Ratio Level, provided that are reasonably satisfactory to the Agent and requirement under clause (y) shall not apply if the Company; and (iv) if on the closing proceeds of the Commitment Increase, Incremental Facility are used to repay all or a portion of the applicable margin on the Commitment Increase is greater than 0.25% per annum above the Applicable Margin on the Term Facility, the Applicable Margin on the Term Facility shall be increased to a percentage per annum equal to (A) the applicable margin on the Commitment Increase minus (B) 0.25% per annum; and (v) notwithstanding any other provision Existing Convertible Subordinated Notes. Proceeds of any Loan Document (including, without limitation, Section 10.01), the Loan Documents Incremental Facilities may be amended by used only for the Agent purposes specified in subsections 4.3 and the Company, if necessary, to provide for terms applicable to each Commitment Increase consistent with the terms hereof7.3.

Incremental Facility. The Company may, Borrower may at one any time prior or from time to time after the Maturity Closing Date, by notice to the AgentAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request the addition one or more additional tranches of a new facility term loans, revolving facilities or letter of credit facilities (each, an increase in the Term Facility (such increase or any new facility being a "Commitment Increase") equal to up to $325,000,000 in the aggregate for all Commitment Increases“Incremental Facility”), to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date (for such Commitment Increase, the "Increase Date") as specified in the related notice to the Agent; provided, however, provided that (i) on at the Increase Date time and after the Company shall be in pro forma compliance with all financial covenants set forth in Sections 7.11effectiveness of any Incremental Amendment referred to below, 7.12, 7.14 and 7.15; (ii) on the Increase Date no Default or Event of Default shall have occurred and be continuing; , (ii) the Borrower shall be in compliance with the covenants contained in Section 7.1 determined on a pro forma basis as of the last day of the most recent period of the Borrower for which financial statements are available as if any term loans under such Incremental Facility had been outstanding and any revolving commitment under such Incremental Facility (to the extent not available to issue letters of credit) had been fully used on the last day of such period and (iii) the Consolidated Leverage Ratio determined on a pro forma basis as of the last day of the most recent fiscal quarter of the Borrower for which financial statements are available, determined as if any term loans under such Commitment Increase Incremental Facility had been outstanding on the last day of such period, shall be documented less than 2.5 to 1.0. Each Incremental Facility shall be in an aggregate principal amount that is not less than $50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence) and there shall be not more than 3 requests for Incremental Facilities. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities (including the Incremental Revolving Facility) shall not exceed $200,000,000. Any Incremental Facility (a) shall rank pari passu in right of payment and of security with the Loans, (b) shall not mature earlier than the Maturity Date or have a weighted average life (if applicable) which is shorter than the then remaining average life of the Loans, and (c) shall otherwise be on other terms and conditions pursuant to documentation to be determined by the Borrower and the Persons willing to provide such Incremental Facility, provided that (A) to the extent such terms and documentation are not consistent with the Facilities (other than with respect to pricing, amortization and maturity) they shall be reasonably satisfactory to the Administrative Agent and the Company; and (ivB) if on the closing of the Commitment Increase, the applicable margin on the Commitment Increase is greater than 0.25% per annum above the Applicable Margin on (which term for purposes of this Section 2.20 shall include any original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the lenders under any applicable Facility (which, for any Incremental Facility consisting of a term loan facility shall be the Term Facility and for any Incremental Facility consisting of a revolving loan facility shall be the Incremental Revolving Facility) or the Incremental Facility, as applicable, in the primary syndication thereof (with OID being equated to interest based on assumed three-year life to maturity)) relating to any Incremental Facility exceeds the Applicable Margin relating to the applicable Facility immediately prior to the effectiveness of the applicable Incremental Amendment, the Applicable Margin on the Term relating to such Facility shall be increased adjusted to a percentage per annum equal the Applicable Margin relating to such Incremental Facility. Each notice from the Borrower pursuant to this Section 2.20 shall set forth the requested amount and proposed terms of the relevant Incremental Facility and the Lenders or other Persons willing to provide the Incremental Facility. The Incremental Facility may be provided by any existing Lender or by any Eligible Assignee selected by the Borrower (Aany such other financial institution or fund being called an “Additional Lender”), provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing such Incremental Facility if such consent would be required under Section 10.6 for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the applicable margin on other Loan Documents, executed by the Commitment Increase minus (BBorrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent pursuant to Section 10.1(e) 0.25% per annum; and (v) notwithstanding hereof. The Incremental Amendment may, without the consent of any other provision of any Loan Document (includingLenders, without limitation, Section 10.01), effect such amendments to this Agreement and the other Loan Documents as may be amended by necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, if necessaryBorrower, to effect the provisions of this Section 2.20. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 5.2 (it being understood that all references to the Delayed Draw Funding Date or similar language in such Section 5.2 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Facilities for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide for terms applicable any Incremental Facility, unless it so agrees. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to each Commitment Increase consistent with the terms hereoftransactions effected pursuant to this paragraph.

Incremental Facility. (a) The Company may, at one may from time prior to time amend this Agreement in order to provide to the Maturity DateCompany additional revolving loan facilities (each, by notice to the Agentan “Incremental Revolving Loan Facility”) and additional term loan facilities (each, request the addition of a new facility or an increase in the “Incremental Term Facility (such increase or any new facility being a "Commitment Increase") equal to up to $325,000,000 in the aggregate for all Commitment IncreasesLoan Facility”), to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date (for such Commitment Increase, the "Increase Date") as specified in the related notice to the Agent; provided, however, provided that (i) on the Increase Date aggregate principal amount of the Company Incremental Facilities shall not exceed $400,000,000 and (ii) each Incremental Facility shall be in pro forma compliance a minimum aggregate principal amount of $50,000,000. Each Incremental Facility will be secured and guaranteed with all financial covenants set forth in Sections 7.11, 7.12, 7.14 the Revolving Credit Facility on a pari passu basis. Each Incremental Facility must have a final maturity on or after the Revolving Credit Termination Date and 7.15; an average life (iiif an Incremental Term Facility) which is at least as long as the remaining term of the Revolving Credit Facility. Incremental Facilities will be entitled to prepayments and voting rights on the Increase Date same basis as the Revolving Credit Facility unless the applicable Incremental Facility Activation Notice specifies a lesser treatment. An Incremental Facility may be made available under this Agreement only if, after giving effect thereto and the use of proceeds thereof, no Default or Event of Default shall have occurred exists and the Company would be continuing; in compliance with the covenants set forth in subsection 13.1 for the most recently ended fiscal quarter (iii) such Commitment Increase shall be documented calculated on other terms and conditions that are a pro forma basis, as reasonably satisfactory determined by the Company after consultation with the Administrative Agent, to give effect to the Agent Loans to be made pursuant to such Incremental Facility and the Company; Permitted Acquisition and (iv) if on other permitted uses made with the closing proceeds thereof). Proceeds of the Commitment Increase, the applicable margin on the Commitment Increase is greater than 0.25% per annum above the Applicable Margin on the Term Facility, the Applicable Margin on the Term Facility shall be increased to a percentage per annum equal to (A) the applicable margin on the Commitment Increase minus (B) 0.25% per annum; and (v) notwithstanding any other provision of any Loan Document (including, without limitation, Section 10.01), the Loan Documents Incremental Facilities may be amended by used only for the Agent purposes specified in subsections 4.3 and the Company, if necessary, to provide for terms applicable to each Commitment Increase consistent with the terms hereof7.3.

Incremental Facility. (a) The Company may, at one may from time to time prior to the Maturity Date, by notice third anniversary of the Closing Date amend this Agreement in order to provide to the AgentCompany additional revolving loan facilities (each, request the addition of a new facility or an increase in the Term Facility (such increase or any new facility being a "Commitment IncreaseINCREMENTAL REVOLVING LOAN FACILITY") equal to up to $325,000,000 in the aggregate for all Commitment Increasesand additional term loan facilities (each, to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date (for such Commitment Increasean "INCREMENTAL TERM LOAN FACILITY"), the "Increase Date") as specified in the related notice to the Agent; provided, however, provided that (i) on the Increase Date aggregate principal amount of the Company Incremental Facilities shall not exceed $400,000,000 and (ii) each Incremental Facility shall be in pro forma compliance a minimum aggregate principal amount of $50,000,000. Each Incremental Facility will be secured and guaranteed with all financial covenants set forth in Sections 7.11the other Facilities on a pari passu basis. Each Incremental Facility must have an average life which is longer than the average life 104 of the Revolving Credit Facility, 7.12, 7.14 Tranche A Term Loan Facility and 7.15; (ii) Tranche B Term Loan Facility taken as a whole and a final maturity of at least six months longer than the final maturity date of the Tranche B Term Loan Facility. Incremental Facilities will be entitled to prepayments and voting rights on the Increase Date same basis as comparable Facilities unless the applicable Incremental Facility Activation Notice specifies a lesser treatment. An Incremental Facility may be made available under this Agreement only if, after giving effect thereto and the use of proceeds thereof, no Default or Event of Default shall have occurred exists and the Company would be continuing; in compliance with the covenants set forth in subsection 13.1 for the most recently ended fiscal quarter (iii) such Commitment Increase shall be documented calculated on other terms and conditions that are a PRO FORMA basis, as reasonably satisfactory determined by the Company after consultation with the Administrative Agent, to give effect to the Agent Loans to be made pursuant to such Incremental Facility and the Company; Permitted Acquisition and (iv) if on other permitted uses made with the closing proceeds thereof). Proceeds of the Commitment Increase, the applicable margin on the Commitment Increase is greater than 0.25% per annum above the Applicable Margin on the Term Facility, the Applicable Margin on the Term Facility shall be increased to a percentage per annum equal to (A) the applicable margin on the Commitment Increase minus (B) 0.25% per annum; and (v) notwithstanding any other provision of any Loan Document (including, without limitation, Section 10.01), the Loan Documents Incremental Facilities may be amended by used only for the Agent purposes specified in subsections 4.3 and the Company, if necessary, to provide for terms applicable to each Commitment Increase consistent with the terms hereof7.3.