Common use of Incremental Commitment Clause in Contracts

Incremental Commitment. (a) The Borrower may, by written notice to the Agent (each, a “Commitment Increase Notice”), at any time after the Delayed Draw Term Loan Commitment Expiration Date until six months prior to the Revolving Loan Commitment Expiration Date and the Delayed Draw Term Loan Maturity Date, request the establishment of a new term loan facility (each, an “Incremental Term Loan Commitment” and collectively, the “Incremental Term Loan Commitments” and any such term loans, an “Incremental Term Loan” and collectively the “Incremental Term Loans”); provided that (i) the Agent has consented to the proposed Incremental Term Loans in writing; (ii) the aggregate principal amount of Incremental Term Loan Commitments shall not exceed $50,000,000 (the “Maximum Commitment Amount”); (iii) the Borrower may exercise such increase request option up to two (2) times during the term of this Agreement; (iv) each exercise of the increase request option shall be in a minimum principal amount of not less than $25,000,000; provided that the exercise of such increase request option may be less than $25,000,000 if the unused portion of the Maximum Commitment Amount is less than $25,000,000, so long as the request is for the full amount of the remaining Maximum Commitment Amount, (v) after giving effect to any applicable transaction permitted pursuant to Section 3.14(d) to be financed with such Incremental Term Loans, calculated on a pro forma basis (including the funding of such Incremental Term Loans and all other sources and uses of funds to be applied in consummation of such transaction), (A) no Default or Event of Default has occurred and is continuing or would be caused by the consummation of such transaction, (B) the representations and warranties contained in this Agreement and each other Loan Document shall be true and correct on and as of such date in all material respects (except for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects) as though made on and as of such date except to the extent that such representations and warranties expressly relate to an earlier date and (C) the Borrower shall be in compliance with the financial covenants set forth in Section 6.1 on a pro forma basis; (vi) Incremental Term Loans shall be used by Borrower solely as permitted pursuant to Section 3.14(d), (vii) the Agent shall have received an amendment to this Agreement, in form and substance acceptable to the Agent and the Borrower, to incorporate any changes Agent and the Borrower reasonably deem necessary with regard to such Incremental Term Loan facility; (viii) the Borrower shall have satisfied the applicable requirements specified in Section 5.14, in accordance therewith; and (ix) the Agent shall have received a certificate from the Borrower, in form acceptable to the Agent, as to the conditions set forth in clause (v) above.

Incremental Commitment. (a) The Borrower Companies may, at times prior to the Termination Date, by written notice to the Agent (eachAdministrative Agent, a “Commitment Increase Notice”), at any time after the Delayed Draw Term Loan Commitment Expiration Date until six months prior to request an increase in the Revolving Loan Commitment Expiration Date and the Delayed Draw Term Loan Maturity Date, request the establishment of a new term loan facility (each, an “Incremental Term Loan Commitment” and collectively, the “Incremental Term Loan Commitments” and any such term loans, ”) in an “Incremental Term Loan” and collectively the “Incremental Term Loans”); provided that (i) the Agent has consented to the proposed Incremental Term Loans in writing; (ii) the aggregate principal amount of Incremental Term Loan Commitments shall not exceed $50,000,000 (the “Maximum Commitment Amount”); (iii) the Borrower may exercise such increase request option up to two (2) times during the term of this Agreement; (iv) each exercise of the increase request option shall be in a minimum principal amount of not less than $25,000,0001,000,000 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 provided, that any new Lender shall be subject to the exercise 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 increase request option may Incremental Commitment is requested to become effective (which shall not be less than $25,000,000 if ten (10) Business Days nor more than thirty (30) Business Days after the unused portion date of such notice). Upon receipt of such notice, the Maximum Administrative Agent shall use its best efforts to identify additional Lenders so as to increase the Revolving Commitment Amount by the Incremental Commitment. In the event Administrative Agent is less than $25,000,000successful, so long the Companies and the Lender(s) providing the Incremental Commitment shall execute and deliver to the Administrative Agent such documentation as the request is for Administrative Agent shall reasonably specify to evidence the full amount of the remaining Maximum Commitment AmountIncremental Commitment, including, without limitation, (vif applicable) after giving effect to any applicable transaction permitted an agreement pursuant to Section 3.14(d) which any new Lender shall agree to be financed with such Incremental Term Loans, calculated on a pro forma basis (including the funding of such Incremental Term Loans and all other sources and uses of funds to be applied in consummation of such transaction), (A) no Default or Event of Default has occurred and is continuing or would be caused bound by the consummation terms of such transaction, (B) the representations and warranties contained in this Agreement and each the other Loan Document 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 true and correct on and as of such date in all material respects deemed effective without further action or approval by any other Lender, (except for those representations and warranties that are conditioned by materiality, which b) Annex A hereto shall be true automatically replaced with a revised Annex A reflecting the Incremental Commitment and correct in all respects(c) as though made on and as of such date except this Agreement shall be deemed amended to the extent that such representations and warranties expressly relate to an earlier date and (C) the Borrower shall be in compliance with the financial covenants set forth in Section 6.1 on a pro forma basis; (vi) Incremental Term Loans shall be used by Borrower solely as permitted pursuant to Section 3.14(d), (vii) the Agent shall have received an amendment to this Agreement, in form and substance acceptable but only to the Agent and extent) necessary to reflect the Borrower, to incorporate any changes Agent and the Borrower reasonably deem necessary with regard to such Incremental Term Loan facility; (viii) the Borrower shall have satisfied the applicable requirements specified in Section 5.14, in accordance therewith; and (ix) the Agent shall have received a certificate from the Borrower, in form acceptable to the Agent, as to the conditions set forth in clause (v) aboveexistence thereof.

Incremental Commitment. (a) The Administrative Agent shall promptly notify the Borrower may, by written notice to the Agent (each, a “Commitment Increase Notice”), at any time after the Delayed Draw Term Loan Commitment Expiration Date until six months prior to the Revolving Loan Commitment Expiration Date and the Delayed Draw Term Loan Maturity Date, request the establishment of a new term loan facility (each, an “Incremental Term Loan Commitment” and collectively, the “Incremental Term Loan Commitments” and any such term loans, an “Incremental Term Loan” and collectively the “Incremental Term Loans”); provided that (i) the Agent has consented to the proposed Incremental Term Loans in writing; (ii) the aggregate principal amount of Incremental Term Loan Commitments shall not exceed $50,000,000 (the “Maximum Commitment Amount”); (iii) the Borrower may exercise such increase request option up to two (2) times during the term of this Agreement; (iv) each exercise Lenders of the increase request option shall be in a minimum principal amount of not less than $25,000,000; provided that the exercise of such increase request option may be less than $25,000,000 if the unused portion of the Maximum Commitment Amount is less than $25,000,000, so long as the request is for the full amount of the remaining Maximum Commitment Amount, (v) after giving effect to any applicable transaction permitted pursuant to Section 3.14(d) to be financed with such Incremental Term Loans, calculated on a pro forma basis (including the funding final allocations of such Incremental Term Loans Commitment and all other sources and uses the Increase Effective Date. Conditions to Effectiveness of funds to be applied in consummation Increase. Each Incremental Commitment shall become(d) effective as of such transaction), (A) the applicable Increase Effective Date; provided: 38 59442126_10 74897129_7 no Default or Event of Default has occurred and is continuing shall exist on such Increase Effective Date(i) immediately prior to or would be caused by the consummation of after giving effect to (A) such transaction, Incremental Commitment or (B) the representations and warranties contained in this Agreement and each other Loan Document shall be true and correct on and as making of such date in all material respects (except for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects) as though made on and as any Extensions of such date except to the extent that such representations and warranties expressly relate to an earlier date and (C) Credit pursuant thereto; the Borrower shall be is in pro forma compliance with the financial covenants set forth in in(ii) Section 6.1 9.13 based on a pro forma basis; (vi) Incremental Term Loans shall be used by Borrower solely as permitted the financial statements most recently delivered pursuant to Section 3.14(d8.1 after giving effect to such Incremental Commitment (assuming that 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) (viian “Incremental Amendment”) the Agent shall have received an amendment to this AgreementAgreement and, as appropriate, the other Loan Documents, executed by the Borrower, the Administrative Agent and the applicable Incremental Lenders, which Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in form the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.7; in the case of each Incremental Term Loan (the terms of which shall be set forth(iv) in the relevant Incremental Amendment): such Incremental Term Loan will mature and substance amortize in a manner(A) reasonably acceptable to the Agent Incremental 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 determined by the applicable Incremental Lenders and the Borrower on the applicable Increase Effective Date and shall be consistent with then current market conditions; and except as provided above, all other terms and conditions applicable to(C) any Incremental Term Loan, to incorporate any changes 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 reasonably deem necessary with regard to (but in no event shall such Incremental Term Loan facility; (viii) the Borrower shall have satisfied the applicable requirements specified in Section 5.14terms and conditions be more restrictive, in accordance therewith; and (ix) the Agent shall have received taken as a certificate from the Borrowerwhole, in form acceptable to the Agent, as to the conditions than those set forth in clause this Agreement and any other Loan Document); in the case of each Revolving Commitment Increase (vthe terms of which shall be(v) above.set forth in the relevant Incremental Amendment): Revolving Credit Loans made with respect to the Revolving(A) Commitment Increase shall mature on the Revolving Credit Maturity Date and shall be subject to the 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. (a) The At any time prior to June 30, 2000, the Borrower maymay solicit from the Banks an increase in the Commitment of up to $50,000,000; provided, by written notice to however, that the Agent (each, a “Commitment Increase Notice”), Borrower may not request such increase at any time after the Delayed Draw Term Loan Commitment Expiration Date until six months prior to the Revolving Loan Commitment Expiration Date and the Delayed Draw Term Loan Maturity Date, request the establishment of that a new term loan facility (each, an “Incremental Term Loan Commitment” and collectively, the “Incremental Term Loan Commitments” and any such term loans, an “Incremental Term Loan” and collectively the “Incremental Term Loans”); provided that (i) the Agent has consented to the proposed Incremental Term Loans in writing; (ii) the aggregate principal amount of Incremental Term Loan Commitments shall not exceed $50,000,000 (the “Maximum Commitment Amount”); (iii) the Borrower may exercise such increase request option up to two (2) times during the term of this Agreement; (iv) each exercise of the increase request option shall be in a minimum principal amount of not less than $25,000,000; provided that the exercise of such increase request option may be less than $25,000,000 if the unused portion of the Maximum Commitment Amount is less than $25,000,000, so long as the request is for the full amount of the remaining Maximum Commitment Amount, (v) after giving effect to any applicable transaction permitted pursuant to Section 3.14(d) to be financed with such Incremental Term Loans, calculated on a pro forma basis (including the funding of such Incremental Term Loans and all other sources and uses of funds to be applied in consummation of such transaction), (A) no Possible Default or an Event of Default has occurred and is continuing or would be caused by continuing. With such solicitation, the consummation Borrower shall deliver to the Administrative Agent and the Banks revised projections for the period from the date of such transaction, (B) solicitation through the representations and warranties contained in this Agreement and each other Loan Document shall be true and correct on and as of such date in all material respects (except for those representations and warranties that are conditioned by materiality, Termination Date which shall be true in form and correct in all respects) as though made on and as of such date except substance reasonably satisfactory to the extent that such representations Administrative Agent and warranties expressly relate shall demonstrate the Borrower's ability to an earlier date timely repay the Loans, assuming the Commitment as increased pursuant to this Section is fully drawn, and (C) the Borrower shall be in compliance to comply with the financial covenants set forth contained in Section 6.1 on a pro forma basis; (vi) Incremental Term Loans 8. No Bank shall be used by Borrower solely obligated to increase its share of the Commitment beyond the maximum amount it has agreed to lend as permitted pursuant of the Closing Date, and no Bank shall be removed as a Bank for failure to Section 3.14(dagree to such increase. If any Bank desires to participate in such increase in the Commitment (a "Consenting Bank"), (vii) such Bank shall notify the Agent shall have received an amendment to this Agreement, in form and substance acceptable to the Agent and the Borrower, to incorporate any changes Administrative Agent and the Borrower reasonably deem necessary with regard of the amount by which it desires to increase its commitment hereunder. The Commitment shall be increased by the aggregate amount that the Consenting Banks are willing to increase their respective commitments hereunder, but in no event shall the Commitment by increased pursuant to this Section by more than $50,000,000. The aggregate increase in the Commitment shall be shared pro rata by all Consenting Banks or in such Incremental Term Loan facility; (viii) other ratio as the Consenting Banks agree among themselves. The Borrower shall have satisfied deliver to each Consenting Bank a new Note reflecting the applicable requirements specified increase in Section 5.14its commitment hereunder. The Ratable Shares of all of the Banks shall be adjusted to reflect such increase in the Commitment, and Schedule 1.1 shall be deemed modified to reflect such adjustment to the Ratable Shares of the Banks. Any fees payable in connection with such increase in the Commitment shall be payable only to the Agents, with respect to - 45 - 52 fees payable to the Agents, and to the Consenting Banks, in accordance therewith; and (ix) the Agent shall have received a certificate from the Borrower, in form acceptable to the Agent, their capacity as to the conditions set forth in clause (v) aboveConsenting Banks.