Common use of Incremental Commitment Clause in Contracts

Incremental Commitment. The Companies may, at times prior to the Termination Date, by written notice to the Administrative Agent, request an increase in the Revolving Commitment (an “Incremental Commitment”) in an amount not less than $1,000,000 and not to exceed such amount as would cause the Revolving Commitment to exceed $250,000,000 from one or more Lenders (which may include any existing Lender); provided, that any new Lender shall be subject to the approval of the Administrative Agent. Such notice shall set forth the amount of the Incremental Commitment (which shall be in minimum increments of $1,000,000) and the date on which such Incremental Commitment is requested to become effective (which shall not be less than ten (10) Business Days nor more than thirty (30) Business Days after the date of such notice). Upon receipt of such notice, the Administrative Agent shall use its best efforts to identify additional Lenders so as to increase the Revolving Commitment by the Incremental Commitment. In the event Administrative Agent is successful, the Companies and the Lender(s) providing the Incremental Commitment shall execute and deliver to the Administrative Agent such documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment, including, without limitation, (if applicable) an agreement pursuant to which any new Lender shall agree to be bound by the terms of this Agreement and the other Loan Documents. Each of the parties hereto agrees that, upon acceptance of such documents and approval of the Incremental Commitment by the Administrative Agent, (a) the Incremental Commitment shall be deemed effective without further action or approval by any other Lender, (b) Annex A hereto shall be automatically replaced with a revised Annex A reflecting the Incremental Commitment and (c) this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence thereof.

Incremental Commitment. (a) Pursuant to Section 2.07(e) of the Credit Agreement and subject to the terms and conditions hereof, the Assuming Lender hereby agrees to make the Incremental Commitment to the Borrower effective on and as of the Effective Date. The Companies mayIncremental Commitment shall constitute an additional “Commitment” in the form of a “Multicurrency Commitment” and a “Commitment Increase” for all purposes of the Credit Agreement and the other Loan Documents and the Effective Date shall be the “Commitment Increase Date” of the Incremental Commitment for purposes of Section 2.07(e) of the Credit Agreement. (b) The terms and provisions of any new Multicurrency Loans issued by the Assuming Lender and the Incremental Commitment of the Assuming Lender shall be identical to the other Multicurrency Loans issued by, at times and Multicurrency Commitments of, as applicable, the Multicurrency Lenders immediately prior to the Termination Effective Date (except that any upfront fee or similar one-time fee may be different). (c) On the Effective Date, in connection with the adjustments, if any, to any outstanding Multicurrency Loans and participation interests contemplated by written notice Section 2.07(e)(iv) of the Credit Agreement, the Assuming Lender shall make a payment to the Administrative Agent, request an increase in for the Revolving Commitment (an “Incremental Commitment”) account of the other Multicurrency Lenders, in an amount not less than $1,000,000 and not to exceed such amount as would cause the Revolving Commitment to exceed $250,000,000 from one or more Lenders (which may include any existing Lender); provided, that any new Lender shall be subject to the approval of the Administrative Agent. Such notice shall set forth the amount of the Incremental Commitment (which shall be in minimum increments of $1,000,000) and the date on which such Incremental Commitment is requested to become effective (which shall not be less than ten (10) Business Days nor more than thirty (30) Business Days after the date of such notice). Upon receipt of such notice, calculated by the Administrative Agent shall use its best efforts in accordance with such Section, so that after giving effect to identify additional such payment and to the distribution thereof to the other Multicurrency Lenders so as to increase in accordance with such Section, the Revolving Commitment Multicurrency Loans are held ratably by the Incremental Commitment. In Multicurrency Lenders in accordance with the event Administrative Agent is successful, the Companies and the Lender(s) providing the Incremental Commitment shall execute and deliver to the Administrative Agent such documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment, including, without limitation, (if applicable) an agreement pursuant to which any new Lender shall agree to be bound by the terms of this Agreement and the other Loan Documents. Each of the parties hereto agrees that, upon acceptance respective Multicurrency Commitments of such documents and approval of the Incremental Commitment by the Administrative Agent, Lenders (a) the Incremental Commitment shall be deemed effective without further action or approval by any other Lender, (b) Annex A hereto shall be automatically replaced with a revised Annex A reflecting after giving effect to the Incremental Commitment and any other Commitment Increases, if any, occurring on the Effective Date). (cd) this As of the Effective Date, the Assuming Lender shall become a “Multicurrency Lender” and a “Lender” under the Credit Agreement and shall be deemed amended to have all rights and obligations of a Multicurrency Lender and a Lender under the extent (but only to the extent) necessary to reflect the existence thereofCredit Agreement and any other documents or instruments delivered pursuant thereto.

Incremental Commitment. The Companies may, at times prior (a) Pursuant to Section 2.06(f) of the Termination Date, by written notice to the Administrative Agent, request an increase in the Revolving Commitment (an “Incremental Commitment”) in an amount not less than $1,000,000 Credit Agreement and not to exceed such amount as would cause the Revolving Commitment to exceed $250,000,000 from one or more Lenders (which may include any existing Lender); provided, that any new Lender shall be subject to the approval of the Administrative Agent. Such notice shall set forth the amount terms and conditions hereof, each Incremental Lender hereby agrees to make its respective portion of the Incremental Commitment (which shall be in minimum increments to the Borrower effective on and as of $1,000,000) and the date on which such Incremental Commitment is requested to become effective (which shall not be less than ten (10) Business Days nor more than thirty (30) Business Days after the date of such notice)Effective Date. Upon receipt of such notice, the Administrative Agent shall use its best efforts to identify additional Lenders so as to increase the Revolving Commitment by the Incremental Commitment. In the event Administrative Agent is successful, the Companies and the Lender(s) providing the The Incremental Commitment shall execute constitute an additional “Commitment” in the form of a “Dollar Commitment” or a “Multicurrency Commitment” and deliver to a “Commitment Increase” for all purposes of the Administrative Agent such documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment, including, without limitation, (if applicable) an agreement pursuant to which any new Lender shall agree to be bound by the terms of this Credit Agreement and the other Loan Documents. Each , and the Effective Date shall be the “Commitment Increase Date” of each Incremental Commitment for purposes of Section 2.06(f) of the parties hereto agrees that, upon acceptance Credit Agreement. (b) The terms and provisions of such documents any new Loans issued by the Incremental Lenders and approval of the Incremental Commitment of such Incremental Lender shall, as applicable, be identical to the other Dollar Commitments and Multicurrency Commitments (as applicable) made under the Credit Agreement immediately prior to the Effective Date. (c) On the Effective Date, in connection with the adjustments, if any, to any outstanding Dollar Loans, Multicurrency Loans and participation interests contemplated by Section 2.06(f)(iv) of the Credit Agreement, each applicable Incremental Lender shall make a payment to the Administrative Agent, for the account of the other Dollar Lenders or Multicurrency Lenders, as applicable, in an amount calculated by the Administrative Agent in accordance with such section, so that after giving effect to such payment and to the distribution thereof to the other Dollar Lenders or Multicurrency Lenders, as applicable, in accordance with such section, the Dollar Loans or Multicurrency Loans, as applicable, are held ratably by the Dollar Lenders or Multicurrency Lenders, as applicable, in accordance with the respective Dollar Commitments of such Dollar Lenders or Multicurrency Commitments of such Multicurrency Lenders, as applicable (a) the Incremental Commitment shall be deemed effective without further action or approval by any other Lender, (b) Annex A hereto shall be automatically replaced with a revised Annex A reflecting after giving effect to the Incremental Commitment and any other Commitment Increases, if any, occurring on the Effective Date). (cd) this As of the Effective Date, each Assuming Lender shall become a “Dollar Lender” and a “Lender” under the Credit Agreement and shall be deemed have all rights and obligations of a Dollar Lender and a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto. (e) Schedule 1.01(b) of the Credit Agreement is hereby amended and restated to the extent (but only to the extentread as provided on Schedule 1.01(b) necessary to reflect the existence thereofattached hereto as A▇▇▇▇ ▇▇.

Incremental Commitment. The Companies may, at times Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocations of such Incremental Commitment and the Increase Effective Date. Conditions to Effectiveness of Increase. Each Incremental Commitment shall become(d) effective as of the applicable Increase Effective Date; provided: 38 59442126_10 74897129_7 no Default or Event of Default shall exist on such Increase Effective Date(i) immediately prior to or after giving effect to (A) such Incremental Commitment or (B) the Termination Date, by written notice making of any Extensions of Credit pursuant thereto; the Borrower is in pro forma compliance with the financial covenants set forth in(ii) Section 9.13 based on the financial statements most recently delivered pursuant to Section 8.1 after giving effect to such Incremental Commitment (assuming that the Administrative Agent, request an increase in the entire applicable Incremental Term Loan and/or Revolving Commitment Increase is fully funded on the effective date thereof and giving effect to any permanent repayment of Indebtedness in connection therewith); each such Incremental Commitment shall be effected pursuant to an amendment(iii) (an “Incremental CommitmentAmendment”) in an amount not less than $1,000,000 and not to exceed such amount this Agreement and, as would cause appropriate, the Revolving Commitment to exceed $250,000,000 from one or more Lenders (which may include any existing Lender); providedother Loan Documents, that any new Lender shall be subject to executed by the approval of the Administrative Agent. Such notice shall set forth the amount of the Incremental Commitment (which shall be in minimum increments of $1,000,000) and the date on which such Incremental Commitment is requested to become effective (which shall not be less than ten (10) Business Days nor more than thirty (30) Business Days after the date of such notice). Upon receipt of such noticeBorrower, the Administrative Agent shall use its best efforts to identify additional Lenders so as to increase the Revolving Commitment by the Incremental Commitment. In the event Administrative Agent is successful, the Companies and the Lender(s) providing the applicable Incremental Commitment shall execute and deliver to the Administrative Agent such documentation as the Administrative Agent shall reasonably specify to evidence the Lenders, which Incremental Commitment, includingAmendment may, without limitationthe consent of any other Lenders, (if applicable) an agreement pursuant effect such amendments to which any new Lender shall agree to be bound by the terms of this Agreement and the other Loan Documents. Each Documents as may be necessary or appropriate, in the reasonable opinion of the parties hereto agrees that, upon acceptance of such documents and approval of the Incremental Commitment by the Administrative Agent, to effect the provisions of this Section 2.7; in the case of each Incremental Term Loan (athe terms of which shall be set forth(iv) in the relevant Incremental Amendment): such Incremental Term Loan will mature and amortize in a manner(A) reasonably acceptable to the Incremental Commitment Lenders making such Incremental Term Loan and the Borrower, but will not in any event have a maturity date earlier than the Latest Maturity Date; the Applicable Margin and pricing grid, if applicable, for such(B) Incremental Term Loan shall be deemed effective without further action or approval determined by any other Lender, (b) Annex A hereto the applicable Incremental Lenders and the Borrower on the applicable Increase Effective Date and shall be automatically replaced consistent with a revised Annex A reflecting the then current market conditions; and except as provided above, all other terms and conditions applicable to(C) any Incremental Commitment and (c) this Agreement shall be deemed amended Term Loan, to the extent not consistent with the terms and conditions of this Agreement prior to giving effect thereto, shall be reasonably satisfactory to the Administrative Agent and the Borrower (but only in no event shall such terms and conditions be more restrictive, taken as a whole, than those set forth in this Agreement and any other Loan Document); in the case of each Revolving Commitment Increase (the terms of which shall be(v) set forth in the relevant Incremental Amendment): Revolving Credit Loans made with respect to the extentRevolving(A) necessary Commitment Increase shall mature on the Revolving Credit Maturity Date and shall be subject to reflect the existence thereof.same terms and conditions as the other Revolving Credit Loans; the outstanding Revolving Credit Loans and Revolving Credit(B) Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the applicable Increase Effective Date among the Revolving Credit Lenders (including the Incremental Lenders providing such Revolving Commitment Increase) in accordance with their revised Revolving Credit Commitment 39 59442126_10 74897129_7

Incremental Commitment. The Companies mayBorrower may also, at times prior but is not required to, specify any fees offered to those Lenders (the Termination Date“Increasing Lenders”) that agree to increase the principal amount of their Revolving Commitments, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Revolving Commitment. Each Increasing Lender shall as soon as practicable, and in any case within 15 days following receipt of such notice, specify in a written notice to the Borrower and the Administrative AgentAgent the amount of such proposed Incremental Commitment that it is willing to provide. No Lender (or any successor thereto) shall have any obligation, request express or implied, to offer to increase the aggregate principal amount of its Revolving Commitment, and any decision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Lender. Only the consent of each Increasing Lender shall be required for an increase in the aggregate principal amount of the Revolving Commitments pursuant to this Section. No Lender which declines to increase the principal amount of its Revolving Commitment (an “Incremental Commitment”) in an amount not less than $1,000,000 and not may be replaced with respect to exceed such amount as would cause the its existing Revolving Commitment as a result thereof without such Lender’s consent. If any Lender shall fail to exceed $250,000,000 from one or more Lenders (which may include any existing Lender); providednotify the Borrower and the Administrative Agent in writing about whether it will increase its Revolving Commitment within 15 days after receipt of such notice, that any new such Lender shall be subject deemed to have declined to increase its Revolving Commitment. The Borrower may accept some or all of the offered amounts or designate new lenders that are acceptable to the Administrative Agent (such approval not to be unreasonably withheld or delayed) as additional Lenders hereunder in accordance with this Section (the “Additional Lenders”), which Additional Lenders may assume all or a portion of such Incremental Commitment. The Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of such Incremental Commitments among the Increasing Lenders and the Additional Lenders. The sum of the Administrative Agent. Such notice increase in the Revolving Commitments of the Increasing Lenders plus the Revolving Commitments of the Additional Lenders shall set forth not in the aggregate exceed the unsubscribed amount of the Incremental Commitment (which shall be in minimum increments of $1,000,000) and the date on which such Incremental Commitment is requested to become effective (which shall not be less than ten (10) Business Days nor more than thirty (30) Business Days after the date of such notice). Upon receipt of such notice, the Administrative Agent shall use its best efforts to identify additional Lenders so as to increase the Revolving Commitment by the Incremental Commitment. In the event Administrative Agent is successful, the Companies and the Lender(s) providing the Incremental Commitment shall execute and deliver to the Administrative Agent such documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment, including, without limitation, (if applicable) an agreement pursuant to which any new Lender shall agree to be bound by the terms of this Agreement and the other Loan Documents. Each of the parties hereto agrees that, upon acceptance of such documents and approval of the Incremental Commitment by the Administrative Agent, (a) the Incremental Commitment shall be deemed effective without further action or approval by any other Lender, (b) Annex A hereto shall be automatically replaced with a revised Annex A reflecting the Incremental Commitment and (c) this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence thereofAmount.

Incremental Commitment. The Companies may, at times prior to (a) Effective as of the Termination Incremental Effective Date, by written notice (i) the Incremental Lender hereby agrees to provide the Administrative Agent, request an increase Incremental Commitment in the Revolving Commitment (an amount set forth opposite its name under the column entitled “Incremental Commitment”” on Schedule I attached hereto and (ii) in an amount not less than $1,000,000 the Incremental Lender hereby agrees to become a party to the Credit Agreement as a Lender and not to exceed be bound by all of the terms and provisions thereof. The Administrative Agent hereby consents to the Incremental Lender providing its Incremental Commitment (to the extent such amount as would cause consent is required pursuant to Section 2.21 of the Revolving Credit Agreement). The parties hereto hereby agree that on the Incremental Effective Date (after giving effect to the Incremental Commitment to exceed $250,000,000 from one or more Lenders effected hereby), (which may include any existing Lender); provided, that any new i) the Incremental Lender shall be subject become a Lender party to the approval of Credit Agreement with a Commitment equal to its Incremental Commitment effected hereby, (ii) the Administrative Agent. Such notice total Commitments under the Credit Agreement shall set forth increase by the aggregate principal amount of the Incremental Commitment of the Incremental Lender effected hereby and (which iii) there shall be an automatic adjustment to the Applicable Percentage of each Lender in minimum increments the aggregate outstanding LC Exposure to reflect the new Applicable Percentage of $1,000,000) and each Lender in the date on which such Incremental Commitment is requested to become effective (which shall not be less than ten (10) Business Days nor more than thirty (30) Business Days after the date of such notice). Upon receipt of such notice, the Administrative Agent shall use its best efforts to identify additional Lenders so as to increase the Revolving Commitment by the Incremental Commitment. In the event Administrative Agent is successful, the Companies and the Lender(s) providing aggregate outstanding LC Exposure resulting from the Incremental Commitment as provided in Section 2.21 of the Credit Agreement. (b) The Incremental Commitment effected hereby shall execute (i) become a part of the Commitments for all purposes of the Credit Agreement and deliver the other Loan Documents and (ii) together with all related Loans and LC Exposure, be subject to the Administrative Agent such documentation as same Applicable Percentage, prepayment provisions, Maturity Date and other terms and conditions applicable to the Administrative Agent shall reasonably specify to evidence Commitments, Loans and LC Exposure under the Incremental Commitment, including, without limitation, (if applicable) an agreement pursuant to which any new Lender shall agree to be bound by the terms of this Credit Agreement and the other Loan Documents. Each . (c) If, on the Incremental Effective Date, there are any Revolving Loans outstanding (the “Existing Revolving Loans”), such Existing Revolving Loans shall on the Incremental Effective Date be prepaid from the proceeds of the parties hereto agrees that, upon acceptance of such documents and approval of additional Revolving Loans (deemed to be made after giving effect to the Incremental Commitment effected hereby), which prepayment shall be accompanied by accrued interest on the Administrative AgentRevolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16 of the Credit Agreement, (a) such that after giving effect to such prepayment and such new Revolving Loans, all Revolving Loans will be held by existing Lenders and the Incremental Lender ratably in accordance with their Applicable Percentages after give effect to the Incremental Effective Date and the Incremental Commitment shall be deemed effective without further action or approval by any other Lender, (b) Annex A hereto shall be automatically replaced with a revised Annex A reflecting the Incremental Commitment and (c) this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence thereofeffected hereby.

Incremental Commitment. The Companies may, at times Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocations of such Incremental Commitment and the Increase Effective Date. Conditions to Effectiveness of Increase. Each Incremental Commitment shall become(d) effective as of the applicable Increase Effective Date; provided: no Default or Event of Default shall exist on such Increase Effective Date(i) immediately prior to or after giving effect to (A) such Incremental Commitment or (B) the Termination Date, by written notice making of any Extensions of Credit pursuant thereto; the Borrower is in pro forma compliance on a Pro Forma Basis with the financial(ii) covenants set forth in Section 9.13 based on the financial statements most recently delivered pursuant to Section 8.1 after giving effect to such Incremental Commitment (assuming that the Administrative Agent, request an increase in the entire applicable Incremental Term Loan and/or Revolving Commitment Increase is fully funded on the effective date thereof and giving effect to any permanent repayment of Indebtedness in connection therewiththe use of proceeds thereof, but without netting the proceeds thereof); each such Incremental Commitment shall be effected pursuant to an amendment(iii) (an “Incremental CommitmentAmendment”) in an amount not less than $1,000,000 and not to exceed such amount this Agreement and, as would cause appropriate, the Revolving Commitment to exceed $250,000,000 from one or more Lenders (which may include any existing Lender); providedother Loan Documents, that any new Lender shall be subject to executed by the approval of the Administrative Agent. Such notice shall set forth the amount of the Incremental Commitment (which shall be in minimum increments of $1,000,000) and the date on which such Incremental Commitment is requested to become effective (which shall not be less than ten (10) Business Days nor more than thirty (30) Business Days after the date of such notice). Upon receipt of such noticeBorrower, the Administrative Agent shall use its best efforts to identify additional Lenders so as to increase the Revolving Commitment by the Incremental Commitment. In the event Administrative Agent is successful, the Companies and the Lender(s) providing the applicable Incremental Commitment shall execute and deliver to the Administrative Agent such documentation as the Administrative Agent shall reasonably specify to evidence the Lenders, which Incremental Commitment, includingAmendment may, without limitationthe consent of any other Lenders, (if applicable) an agreement pursuant effect such amendments to which any new Lender shall agree to be bound by the terms of this Agreement and the other Loan Documents. Each Documents as may be necessary or appropriate, in the reasonable opinion of the parties hereto agrees that, upon acceptance of such documents and approval of the Incremental Commitment by the Administrative Agent, to effect the provisions of this Section 2.7; in the case of each Incremental Term Loan (athe terms of which shall be set forth(iv) in the relevant Incremental Amendment): such Incremental Term Loan will mature and amortize in a manner(A) reasonably acceptable to the Incremental Commitment Lenders making such Incremental Term Loan and the Borrower, but will not in any event have a maturity date earlier than the Latest Maturity Date; the Applicable Margin and pricing grid, if applicable, for such(B) Incremental Term Loan shall be deemed effective without further action or approval determined by any other Lender, (b) Annex A hereto the applicable Incremental Lenders and the Borrower on the applicable Increase Effective Date and shall be automatically replaced consistent with a revised Annex A reflecting the then current market conditions; and except as provided above, all other terms and conditions applicable to(C) any Incremental Commitment and (c) this Agreement shall be deemed amended Term Loan, to the extent not consistent with the terms and conditions of this Agreement prior to giving effect thereto, shall be reasonably satisfactory to the Administrative Agent and the Borrower (but only to the extent) necessary to reflect the existence thereof.in no event shall such terms and conditions 39 87048192_27