Common use of Incremental Loan Commitments Clause in Contracts

Incremental Loan Commitments. Borrower may, by written notice to Agent (each, an “Incremental Loan Request”), request one or more increases in the Loan Commitment (each, an “Incremental Loan Commitment” and the loans thereunder, each an “Incremental Loan”) at any time; provided that no commitment of any Lender shall be increased without the consent of such Lender in such Lender’s sole discretion and no Lender shall be required to participate in any Incremental Loan. Each Incremental Loan Request shall set forth (x) the amount of the Incremental Loan Commitment being requested (which shall be in a minimum amount of $1,000,000 and multiples of $500,000 in excess thereof) and (y) the date on which such Incremental Loan is requested to become effective (which, unless otherwise agreed by Agent and the Lenders providing such Incremental Loan, shall not be less than six (6) days nor more than sixty (60) days after the date of any Incremental Loan Request (the “Incremental Effective Date”)). Upon delivery of the applicable Incremental Loan Request to Agent, such Incremental Loan Commitment shall be offered to all Lenders pro rata according to the respective outstanding principal amounts of the Loans and Loan Commitments held by each Lender (or in such other proportion as may be agreed by the Lenders and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not provided by the existing Lenders to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments to the interest rate and fees to be applicable to such Incremental Loans.

Incremental Loan Commitments. (a) At any time and from time to time after the Restatement Effective Date and prior to the Latest Maturity Date, subject to the terms and conditions set forth herein, the Borrower may, may by written prior notice to Agent the Administrative Agent, request to add one or more new credit facilities (each, an “Incremental Loan RequestFacility”), request ) denominated in Dollars and consisting of (x) one or more increases in the Loan Commitment additional tranches of term loans (each, an “Incremental Loan CommitmentTerm Facility” and the term loans extended thereunder, each the “Incremental Term Loans”) or (y) one or more additional tranches of revolving loans or an increase in Commitments under the then existing Revolving Facility (each, an “Incremental LoanRevolving Facility” and the revolving loans extended thereunder, the “Incremental Revolving Loans”) at any timein an aggregate amount not to exceed $50,000,000 for all such Incremental Revolving Loans, or a combination thereof, provided that (i) immediately before and after giving effect to each Incremental Amendment and the applicable Incremental Facility, no Default or Event of Default has occurred and is continuing or would result therefrom and the representations and warranties in Article V shall be true and correct in all material respects; provided that no commitment to the extent the proceeds of any Lender shall Incremental Facility are intended to be increased without applied to finance a Limited Condition Acquisition, if agreed to by the consent of Additional Incremental Lenders providing such Lender in such Lender’s sole discretion and no Lender shall be required to participate in any Incremental Loan. Each Incremental Loan Request shall set forth Facility, (x) the amount only representations and warranties that will be required to be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the applicable closing date for such Incremental Loan Commitment being requested (which Facility shall be (A) customary “specified representations” with respect to the applicable acquired company or business and (B) such of the representations and warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are material to the interests of the Additional Incremental Lenders, but only to the extent that Holdings or the applicable Subsidiary has the right to terminate its obligations under such acquisition agreement or not consummate such acquisition as a minimum amount result of $1,000,000 and multiples a breach of $500,000 such representations or warranties in excess thereof) such acquisition agreement, and (y) the only condition with respect to absence of a Default or Event of Default shall be the absence of a Default or Event of Default at the time such acquisition agreement is entered into, (ii) the amount of Incremental Term Facilities and Permitted Incremental Equivalent Debt as of such date on which such Incremental Loan is requested to become effective (which, unless otherwise agreed by Agent and the Lenders providing such Incremental Loan, shall not be less greater than six the Maximum Incremental Term Facilities Amount permitted to be incurred on such date, (6iii) days nor no Incremental Loans shall benefit from any Guarantees or Collateral that do not ratably benefit the Loans and (iv) in the event that the Yield for any Incremental Term Loans that are pari passu in right of payment and with respect to security with the then existing Term Loans is higher than the Yield for the then existing Term Loans by more than sixty (60) days after 50 basis points, then the date of any Applicable Margin for the then existing Term Loans shall be increased to the extent necessary so that the Yield for such then existing Term Loans is equal to the Yield for such Incremental Loan Request Term Loans minus 50 basis points (the “Incremental Effective DateMFN Adjustment”)). Upon delivery of the applicable Each Incremental Loan Request to Agent, such Incremental Loan Commitment Facility shall be offered to all Lenders pro rata according to the respective outstanding in an integral multiple of $1,000,000 and be in an aggregate principal amounts of the Loans and Loan Commitments held by each Lender (or in such other proportion as may be agreed by the Lenders and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not less than $5,000,000, provided by that such amount may be less than $5,000,000 if such amount represents all the existing remaining availability under the aggregate principal amount of Incremental Facilities set forth above. Any Lenders participating in an Incremental Revolving Facility, unless then a Revolving Lender, shall be reasonably acceptable to new lenders which may join this Agreementthe Swing Line Lender and the Issuing Bank, with all terms and conditions to in each case under such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments to the interest rate and fees to be applicable to such Incremental LoansRevolving Facility set forth above.

Incremental Loan Commitments. (a) At any time and from time to time after the Closing Date and prior to the Latest Maturity Date, subject to the terms and conditions set forth herein, the Borrower may, may by written prior notice to Agent the Administrative Agent, request to add one or more new credit facilities (each, an “Incremental Loan RequestFacility”), request ) denominated in Dollars and consisting of (x) one or more increases in the Loan Commitment additional tranches of term loans (each, an “Incremental Loan CommitmentTerm Facility” and the term loans extended thereunder, each the “Incremental Term Loans”) or (y) one or more additional tranches of revolving loans or an increase in Commitments under the then existing Revolving Facility (each, an “Incremental LoanRevolving Facility” and the revolving loans extended thereunder, the “Incremental Revolving Loans”) at any timein an aggregate amount not to exceed $25,000,000 for all such Incremental Revolving Loans, or a combination thereof, provided that (i) immediately before and after giving effect to each Incremental Amendment and the applicable Incremental Facility, no Default or Event of Default has occurred and is continuing or would result therefrom and the representations and warranties in Article V shall be true and correct in all material respects; provided that no commitment to the extent the proceeds of any Lender shall Incremental Facility are intended to be increased without applied to finance a Limited Condition Acquisition, if agreed to by the consent of Additional Incremental Lenders providing such Lender in such Lender’s sole discretion and no Lender shall be required to participate in any Incremental Loan. Each Incremental Loan Request shall set forth Facility, (x) the amount only representations and warranties that will be required to be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the applicable closing date for such Incremental Loan Commitment being requested (which Facility shall be (A) customary “specified representations” with respect to the applicable acquired company or business and (B) such of the representations and warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are material to the interests of the Additional Incremental Lenders, but only to the extent that Holdings or the applicable Subsidiary has the right to terminate its obligations under such acquisition agreement or not consummate such acquisition as a minimum amount result of $1,000,000 and multiples a breach of $500,000 such representations or warranties in excess thereof) such acquisition agreement, and (y) the only condition with respect to absence of a Default or Event of Default shall be the absence of a Default or Event of Default at the time such acquisition agreement is entered into, (ii) the amount of Incremental Term Facilities and Permitted Incremental Equivalent Debt as of such date on which such Incremental Loan is requested to become effective (which, unless otherwise agreed by Agent and the Lenders providing such Incremental Loan, shall not be less greater than six the Maximum Incremental Term Facilities Amount permitted to be incurred on such date, (6iii) days nor no Incremental Loans shall benefit from any Guarantees or Collateral that do not ratably benefit the Loans and (iv) in the event that the Yield for any Incremental Term Loans incurred in reliance on clause (b)(i) of the definition of Maximum Incremental Term Facilities Amount that are pari passu in right of payment and with respect to security with the then existing Term Loans is higher than the Yield for the then existing Term Loans by more than sixty (60) days after 50 basis points, then the date of any Applicable Margin for the then existing Term Loans shall be increased to the extent necessary so that the Yield for such then existing Term Loans is equal to the Yield for such Incremental Loan Request Term Loans minus 50 basis points (the “Incremental Effective DateMFN Adjustment”)); provided that the MFN Adjustment shall not be applicable to (x) any Incremental Term Loans that are incurred more than 12 months after the Closing Date, (y) any Incremental Term Loans that have a maturity date more than one year after the Latest Maturity Date or (z) any Incremental Term Loans incurred in connection with a Permitted Acquisition or other similar Investment. Upon delivery of the applicable Each Incremental Loan Request to Agent, such Incremental Loan Commitment Facility shall be offered to all Lenders pro rata according to the respective outstanding in an integral multiple of $1,000,000 and be in an aggregate principal amounts of the Loans and Loan Commitments held by each Lender (or in such other proportion as may be agreed by the Lenders and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not less than $5,000,000, provided by that such amount may be less than $5,000,000 if such amount represents all the existing remaining availability under the aggregate principal amount of Incremental Facilities set forth above. Any Lenders participating in an Incremental Revolving Facility, unless then a Revolving Lender, shall be reasonably acceptable to new lenders which may join this Agreementthe Swing Line Lender and the Issuing Bank, with all terms and conditions to in each case under such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments to the interest rate and fees to be applicable to such Incremental LoansRevolving Facility set forth above.

Incremental Loan Commitments. (a) The Borrower may, shall have the right to request from time to time (by written notice to Agent (eachthe Administrative Agent, an “Incremental Loan Request”), request who shall send a copy of such notice to each Lender) that one or more increases Lenders (and/or one or more other Persons, reasonably acceptable to the Administrative Agent, which will become Lenders as provided below) provide Incremental Loan Commitments and, subject to the terms and conditions contained in this Agreement and the relevant Incremental Loan Commitment Agreement, make Incremental Loans pursuant thereto, so long as (eachx) no Default or Event of Default then exists or would result therefrom, an “(y) all Incremental Loans are incurred on the date of the effectiveness of the applicable Incremental Loan Commitment” Commitment Agreement pursuant to which the related Incremental Loan Commitments are provided, and (z) the loans thereunder, each an “Borrower shall have demonstrated to the Administrative Agent’s reasonable satisfaction that the full amount of the applicable Incremental Loan”) at any time; provided that no commitment Loans may be incurred without violating the terms of any material Indebtedness of the Borrower or any of its Subsidiaries or the documentation governing any such Indebtedness; provided, however, that (i) no Lender shall be increased obligated to provide an Incremental Loan Commitment as a result of any such request by the Borrower until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Loan Commitment and has executed and delivered to the Administrative Agent an Incremental Loan Commitment Agreement as provided in clause (b) of this Section 2.14, (ii) any Lender (or any other Person, reasonably acceptable to the Administrative Agent, which will qualify as an Eligible Transferee) may so provide an Incremental Loan Commitment without the consent of such Lender in such any other Lender’s sole discretion and no Lender shall be required to participate in any Incremental Loan. Each Incremental Loan Request shall set forth , (xiii) the amount of the each Tranche of Incremental Loan Commitment Commitments (whether constituting a new Tranche of Incremental Loans or being requested added to (which and thereafter constituting a part of) a then outstanding Tranche of Loans) shall be in a minimum aggregate amount (for all Lenders and Eligible Transferees which will become Lenders) of at least $1,000,000, (iv) the aggregate amount of $1,000,000 and multiples of $500,000 in excess thereof) and (y) the date on which such all Incremental Loan is requested Commitments permitted to become effective (which, unless otherwise agreed by Agent and the Lenders providing such Incremental Loan, be provided pursuant to this Section 2.14 shall not be less than six exceed $7,500,000, (6v) days nor more than sixty (60) days after the date of any fees payable to each Incremental Loan Request (the “Incremental Effective Date”)). Upon delivery Lender in respect of the applicable Incremental Loan Request to Agent, such each Incremental Loan Commitment shall be offered separately agreed to by the Borrower, the Administrative Agent and each such Incremental Loan Lender, (vi) each Tranche of Incremental Loans shall (I) have an Incremental Loan Maturity Date of no earlier than the Initial Loan Maturity Date and (II) have a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then in effect for the Initial Loans, (vii) the “interest rate” for any Incremental Loans (which, for such purposes only, shall be determined by the Administrative Agent and deemed to include all original issue discount (amortized over three years from the relevant Incremental Loan Borrowing Date) payable to all Lenders pro rata according providing such Incremental Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Incremental Loans and exclusive of any discount or other incentive attributable to Warrants or other rights in Borrower Common Stock issued in connection with the relevant Incremental Loans) may exceed the “interest rate” applicable to the respective then outstanding principal amounts Initial Loans (as such “interest rate” shall have been determined by the Administrative Agent on the same basis provided in the immediately preceding parenthetical) if the Applicable Margin for then outstanding Initial Loans is increased to the Applicable Increased Term Loan Rate for such Incremental Loans, (viii) each Incremental Loan Commitment Agreement shall specifically designate the Tranche or Tranches of the Loans and Incremental Loan Commitments held being provided thereunder (which Tranche shall be a new Tranche (i.e., not the same as the Initial Loans or any other then existing Tranche of Loans) unless the requirements of Section 2.14(c) are satisfied), (ix) all Incremental Loans (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement and the other applicable Credit Documents and shall be secured by the Security Documents, and guaranteed under the Subsidiaries Guaranty, on a pari passu basis with all other Obligations secured by the Security Documents and guaranteed under the Subsidiaries Guaranty, (x) each Lender (or in such other proportion as may be agreed by including any Eligible Transferee who will become a Lender) agreeing to provide an Incremental Loan Commitment pursuant to an Incremental Loan Commitment Agreement shall, subject to the Lenders and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount satisfaction of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not provided by the existing Lenders to new lenders which may join relevant conditions set forth in this Agreement, with all terms make Incremental Loans under the Tranche specified in such Incremental Loan Commitment Agreement as provided in Section 2.01(c) and conditions to such Incremental Loans remaining unchanged shall thereafter be deemed to be Incremental Loans under such Tranche for all purposes of this Agreement and the other applicable Credit Documents, (xi) all interest payable in respect of any Incremental Loans shall be PIK interest and (xii) all actions taken by the Borrower pursuant to this Section 2.14 shall be done in coordination with the possible exception of any mutually agreed amendments to the interest rate and fees to be applicable to such Incremental LoansAdministrative Agent .

Incremental Loan Commitments. Borrower may(a) The Borrowers shall have the right, by written notice in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.14, but without requiring the consent of the Administrative Agent (eachexcept as otherwise provided in this Section 2.14) or the Lenders, an “Incremental Loan Request”)to request at any time and from time to time after the Restatement Effective Date (or, request if later, after the satisfaction of any condition previously agreed to among the Agents and the Obligors’ Agent) and prior to the Maturity Date that one or more increases Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders) provide Incremental Commitments and, subject to the applicable terms and conditions contained in the Loan Commitment (each, an “Incremental Loan Commitment” this Agreement and the loans thereunderrelevant Incremental Commitment Agreement, each an “Incremental Loan”) at any timemake Loans and participate in Letters of Credit pursuant thereto; provided that (i) no commitment of any Lender shall be increased obligated to provide an Incremental Commitment, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent and the Borrowers an Incremental Commitment Agreement as provided in clause (b) of this Section 2.14, such Lender shall not be obligated to fund any Loans in excess of its Commitment (if any) or participate in any Letters of Credit in excess of its Percentage, in each case, as in effect prior to giving effect to such Incremental Commitment provided pursuant to this Section 2.14, (ii) any Lender (including any Person which is an Eligible Transferee who will become a Lender) may so provide an Incremental Commitment without the consent of the Administrative Agent or any other Lender; provided that any Person that is not a Lender prior to the effectiveness of its Incremental Commitment shall require the consent of the Administrative Agent, each Issuing Lender and the Fronting Lender (unless such Lender in such Person will not be a Participating Specified Foreign Currency Lender’s sole discretion and no Lender ) (which consents shall not be required unreasonably withheld) to participate in any provide an Incremental Loan. Each Incremental Loan Request shall set forth Commitment pursuant to this Section 2.14, (xiii) the aggregate amount of the each request (and provision therefor) for Incremental Loan Commitment being requested (which Commitments shall be in a minimum aggregate amount for all Lenders which provide an Incremental Commitment pursuant to a given Incremental Commitment Agreement pursuant to this Section 2.14 (including Persons who are Eligible Transferees and will become Lenders) of $1,000,000 at least £5,000,000 (or such lesser amount that is acceptable to the Administrative Agent), (iv) after giving effect to any such Incremental Commitments permitted to be provided pursuant to this Section 2.14, the Total Commitments shall not exceed in the aggregate £200,000,000, (v) the Borrowers shall not increase the Commitment pursuant to this Section 2.14 more than 3 times, (vi) such Incremental Commitments shall have the same terms as the Commitments, (vii) all Loans incurred pursuant to an Incremental Commitment (and multiples of $500,000 in excess thereofall interest, fees and other amounts payable thereon) shall be Secured Obligations under this Agreement and the other applicable Credit Documents and shall be secured by the relevant Security Documents, and guaranteed under the relevant Guaranties, on a pari passu basis with all other Loans secured by each relevant Security Document and guaranteed under the Guaranty, and (yviii) the date on which such Incremental Loan is requested to become effective (which, unless otherwise agreed by Agent and the Lenders providing such Incremental Loan, shall not be less than six (6) days nor more than sixty (60) days after the date of any Incremental Loan Request (the “Incremental Effective Date”)). Upon delivery of the applicable Incremental Loan Request to Agent, such Incremental Loan Commitment shall be offered to all Lenders pro rata according to the respective outstanding principal amounts of the Loans and Loan Commitments held by each Lender (or in such other proportion as may be agreed by including any Person which is an Eligible Transferee who will become a Lender) agreeing to provide an Incremental Commitment pursuant to an Incremental Commitment Agreement shall, subject to the Lenders and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount satisfaction of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not provided by the existing Lenders to new lenders which may join relevant conditions set forth in this Agreement, with participate in Letters of Credit pursuant to Sections 2.01(c) and 3.04, respectively, and make Loans as provided in Section 2.01(a) and such Loans shall constitute Loans for all terms purposes of this Agreement and conditions to such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments to the interest rate and fees to be other applicable to such Incremental LoansCredit Documents.

Incremental Loan Commitments. Borrower may(a) The Borrowers shall have the right, by written notice in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.14, but without requiring the consent of the Administrative Agent (eachexcept as otherwise provided in this Section 2.14) or the Lenders, an “Incremental Loan Request”)to request at any time and from time to time after the Effective Date (or, request if later, after the satisfaction of any condition previously agreed to among the Agents and the Obligors’ Agent) and prior to the Maturity Date that one or more increases Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders) provide Incremental Commitments and, subject to the applicable terms and conditions contained in the Loan Commitment (each, an “Incremental Loan Commitment” this Agreement and the loans thereunderrelevant Incremental Commitment Agreement, each an “Incremental Loan”) at any timemake Loans and participate in Letters of Credit pursuant thereto; provided that (i) no commitment of any Lender shall be increased obligated to provide an Incremental Commitment, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent and the Borrowers an Incremental Commitment Agreement as provided in clause (b) of this Section 2.14, such Lender shall not be obligated to fund any Loans in excess of its Commitment (if any) or participate in any Letters of Credit in excess of its Percentage, in each case, as in effect prior to giving effect to such Incremental Commitment provided pursuant to this Section 2.14, (ii) any Lender (including any Person which is an Eligible Transferee who will become a Lender) may so provide an Incremental Commitment without the consent of the Administrative Agent or any other Lender; provided that any Person that is not a Lender prior to the effectiveness of its Incremental Commitment shall require the consent of the Administrative Agent, each Issuing Lender and the Fronting Lender (unless such Lender in such Person will not be a Participating Specified Foreign Currency Lender’s sole discretion and no Lender ) (which consents shall not be required unreasonably withheld) to participate in any provide an Incremental Loan. Each Incremental Loan Request shall set forth Commitment pursuant to this Section 2.14, (xiii) the aggregate amount of the each request (and provision therefor) for Incremental Loan Commitment being requested (which Commitments shall be in a minimum aggregate amount for all Lenders which provide an Incremental Commitment pursuant to a given Incremental Commitment Agreement pursuant to this Section 2.14 (including Persons who are Eligible Transferees and will become Lenders) of at least £5,000,000 (or such lesser amount that is acceptable to the Administrative Agent), (iv) the aggregate amount of $1,000,000 all Incremental Commitments permitted to be provided pursuant to this Section 2.14 shall not exceed in the aggregate £28,000,000, (v) the Borrowers shall not increase the Commitment pursuant to this Section 2.14 more than 3 times, (vi) such Incremental Commitments shall have the same terms as the Commitments, (vii) all Loans incurred pursuant to an Incremental Commitment (and multiples of $500,000 in excess thereofall interest, fees and other amounts payable thereon) shall be Secured Obligations under this Agreement and the other applicable Credit Documents and shall be secured by the relevant Security Documents, and guaranteed under the relevant Guaranties, on a pari passu basis with all other Loans secured by each relevant Security Document and guaranteed under the Guaranty, and (yviii) the date on which such Incremental Loan is requested to become effective (which, unless otherwise agreed by Agent and the Lenders providing such Incremental Loan, shall not be less than six (6) days nor more than sixty (60) days after the date of any Incremental Loan Request (the “Incremental Effective Date”)). Upon delivery of the applicable Incremental Loan Request to Agent, such Incremental Loan Commitment shall be offered to all Lenders pro rata according to the respective outstanding principal amounts of the Loans and Loan Commitments held by each Lender (or in such other proportion as may be agreed by including any Person which is an Eligible Transferee who will become a Lender) agreeing to provide an Incremental Commitment pursuant to an Incremental Commitment Agreement shall, subject to the Lenders and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount satisfaction of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not provided by the existing Lenders to new lenders which may join relevant conditions set forth in this Agreement, with participate in Letters of Credit pursuant to Sections 2.01(c) and 3.04, respectively, and make Loans as provided in Section 2.01(a) and such Loans shall constitute Loans for all terms purposes of this Agreement and conditions to such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments to the interest rate and fees to be other applicable to such Incremental LoansCredit Documents.

Incremental Loan Commitments. (a) The Borrower may, at any time or from time to time on one or more occasions after the Closing Date, by written notice to the Administrative Agent (eachfrom time to time, an “establish Incremental Loan Request”), request one or more increases Commitments in an amount not to exceed the Loan Commitment (each, an “Incremental Amount available at the time such Incremental Loan Commitment” and the loans thereunder, each an “Incremental Loan”) at any timeCommitments are established; provided that no commitment (i) any Initial Lender may elect or decline, in its sole discretion, to provide such Incremental Loan Commitment and (ii) any Incremental Loan consisting of any Lender New Issue Incremental First-Lien Term Indebtedness shall be increased without subject to the consent Initial Lenders’ right to make a definitive offer to the Borrower on such First-Lien Indebtedness as described in the last paragraph of such Lender in such Lender’s sole discretion and no Lender shall be required to participate in any Incremental LoanSection 8.1. Each Incremental Loan Request Such notice shall set forth (xi) the amount of the Incremental Loan Commitment Commitments being requested established (which shall be in minimum increments of $2,000,000 and a minimum amount of $1,000,000 and multiples of $500,000 10,000,000, or equal to the remaining Incremental Amount or, in excess thereof) and each case, such lesser amount approved by the Administrative Agent), (yii) the date on which such Incremental Loan is Commitments are requested to become effective and (which, unless otherwise agreed by Agent and the Lenders providing such Incremental Loan, shall not be less than six (6iii) days nor more than sixty (60) days after the date of any Incremental Loan Request (the “Incremental Effective Date”)). Upon delivery of the applicable Incremental Loan Request to Agent, whether such Incremental Loan Commitment shall be offered to all Lenders pro rata according to the respective outstanding principal amounts of the Loans and Loan Commitments held by each Lender (or in such other proportion as may be agreed by the Lenders and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not provided by the existing Lenders to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments to the interest rate and fees are to be applicable (x) commitments to such Incremental make term loans with terms identical (other than principal amount and effective date) to Initial Loans or (y) commitments to make term loans with pricing, maturity, amortization, participation in mandatory prepayments and/or other terms different from the Initial Loans (subject to clause (b) below) (“Other Loans”).

Incremental Loan Commitments. At any time and from time to time on and after the Effective Date and prior to the Term Loan B Maturity Date, the Borrower may, by written notice to Agent (each, an “Incremental Loan Request”), may request that one or more increases in the Loan Commitment Banks or other lending institutions (eacheach such lending institution, an “"Incremental Loan Lending Institution"), as the case may be, (i) enter into commitments to make additional term loans as a Term Loan A or a Term Loan B, subject to all the terms and conditions set forth in this Credit Agreement and the other Credit Documents pertaining to Term Loans A or Term Loans B, as the case may be, (ii) enter into commitments to make additional Revolving Loans, subject to all the terms and conditions set forth in this Credit Agreement and all other Credit Documents pertaining to Revolving Loans and Revolving Loan Commitments and/or (iii) enter into commitments to make new term loans or new revolving loans pursuant to one or more new Tranches hereunder (any such commitment to make additional Term Loans A, Term Loans B, Revolving Loans or other loans hereunder, an "Incremental Loan Commitment” and "); PROVIDED, that (A) any such new Tranche shall have an average life to maturity no shorter than the loans thereunderother Tranches (excluding Swingline Loans) taken as a whole, each an “Incremental Loan”(B) at any time; provided that no commitment the final maturity of any Lender such new Tranche shall be increased without occur no earlier than six months after the consent of such Lender in such Lender’s sole discretion and Term Loan B Maturity Date, (C) no Lender shall be required to participate in any Incremental Loan. Each Incremental Loan Request shall set forth (x) the amount of the Incremental Loan Commitment being requested may be added at a time when a Default or Event of Default exists, (which shall be in a minimum D) the aggregate amount of $1,000,000 and multiples of $500,000 in excess thereof) and (y) the date on which such any single Incremental Loan is requested to become effective (which, unless otherwise agreed by Agent and the Lenders providing such Incremental Loan, Commitment shall not be less than six $25,000,000, (6E) days nor more than sixty (60) days after the date aggregate amount of any all Incremental Loan Request Commitments shall not exceed $300,000,000 and (the “Incremental Effective Date”))F) any such new Tranche that amortizes shall be subject to semi-annual amortization. Upon delivery of the applicable Each Incremental Loan Request Commitment (whether constituting an addition to Agentan existing Tranche or a new Tranche) shall be incorporated into this Agreement pursuant to a supplement or amendment hereto or an amendment and restatement hereof executed and delivered by the Borrower, the Administrative Agent and each Incremental Loan Lending Institution whose Commitment is increasing pursuant thereto, and such Persons are hereby authorized to enter into any such supplement, amendment or amendment and restatement (which shall be binding on all parties), to the extent necessary (but only to the extent necessary) to effect such Incremental Loan Commitment shall be offered to all Lenders pro rata according to the respective outstanding principal amounts of the Loans and Loan Commitments held by each Lender (or in such other proportion as may be agreed by the Lenders and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not provided by the existing Lenders to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments to the interest rate and fees to be applicable to such Incremental LoansCommitment.

Incremental Loan Commitments. (a) The Borrower may, shall have the right to request from time to time (by written notice to Agent (eachthe Administrative Agent, an “Incremental Loan Request”), request who shall send a copy of such notice to each Lender) that one or more increases Lenders (and/or one or more other Persons, reasonably acceptable to the Administrative Agent, which will become Lenders as provided below) provide Incremental Loan Commitments and, subject to the terms and conditions contained in this Agreement and the relevant Incremental Loan Commitment Agreement, make Incremental Loans pursuant thereto, so long as (eachx) no Default or Event of Default then exists or would result therefrom, an “(y) all Incremental Loans are incurred on the date of the effectiveness of the applicable Incremental Loan Commitment” Commitment Agreement pursuant to which the related Incremental Loan Commitments are provided, and (z) the loans thereunder, each an “Borrower shall have demonstrated to the Administrative Agent’s reasonable satisfaction that the full amount of the applicable Incremental Loan”) at any time; provided that no commitment Loans may be incurred without violating the terms of any material Indebtedness of the Borrower or any of its Subsidiaries or the documentation governing any such Indebtedness; provided, however, that (i) no Lender shall be increased obligated to provide an Incremental Loan Commitment as a result of any such request by the Borrower until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Loan Commitment and has executed and delivered to the Administrative Agent an Incremental Loan Commitment Agreement as provided in clause (b) of this Section 2.14, (ii) any Lender (or any other Person, reasonably acceptable to the Administrative Agent, which will qualify as an Eligible Transferee) may so provide an Incremental Loan Commitment without the consent of such Lender in such any other Lender’s sole discretion and no Lender shall be required to participate in any Incremental Loan. Each Incremental Loan Request shall set forth , (xiii) the amount of the each Tranche of Incremental Loan Commitment Commitments (whether constituting a new Tranche of Incremental Loans or being requested added to (which and thereafter constituting a part of) a then outstanding Tranche of Loans) shall be in a minimum aggregate amount (for all Lenders and Eligible Transferees which will become Lenders) of at least $5,000,000, (iv) the aggregate amount of $1,000,000 and multiples of $500,000 in excess thereof) and (y) the date on which such all Incremental Loan is requested Commitments permitted to become effective (which, unless otherwise agreed by Agent and the Lenders providing such Incremental Loan, be provided pursuant to this Section 2.14 shall not be less than six exceed $40,000,000, (6v) days nor more than sixty (60) days after the date of any fees payable to each Incremental Loan Request (the “Incremental Effective Date”)). Upon delivery Lender in respect of the applicable Incremental Loan Request to Agent, such each Incremental Loan Commitment shall be offered separately agreed to by the Borrower, the Administrative Agent and each such Incremental Loan Lender, (vi) each Tranche of Incremental Loans shall (I) have an Incremental Loan Maturity Date of no earlier than the Initial Loan Maturity Date, (II) have a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then in effect for the Initial Loans and (III) be subject to the Applicable Margins that are set forth in the Incremental Loan Commitment Agreement governing such Tranche of Incremental Loans, (vii) the “interest rate” for any Incremental Loans (which, for such purposes only, shall be determined by the Administrative Agent and deemed to include all original issue discount (amortized over three years from the relevant Incremental Loan Borrowing Date) payable to all Lenders pro rata according providing such Incremental Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Incremental Loans and exclusive of any discount or other incentive attributable to Warrants or other rights in Borrower Common Stock issued in connection with the relevant Incremental Loans) may exceed the “interest rate” applicable to the respective then outstanding principal amounts Initial Loans (as such “interest rate” shall have been determined by the Administrative Agent on the same basis provided in the immediately preceding parenthetical) if the Applicable Margin for then outstanding Initial Loans is increased to the Applicable Increased Term Loan Rate for such Incremental Loans, (viii) each Incremental Loan Commitment Agreement shall specifically designate the Tranche or Tranches of the Loans and Incremental Loan Commitments held being provided thereunder (which Tranche shall be a new Tranche (i.e., not the same as the Initial Loans or any other then existing Tranche of Loans) unless the requirements of Section 2.14(c) are satisfied), (ix) all Incremental Loans (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement and the other applicable Credit Documents and shall be secured by the Security Documents, and guaranteed under the Subsidiaries Guaranty, on a pari passu basis with all other Obligations secured by the Security Documents and guaranteed under the Subsidiaries Guaranty, (x) each Lender (or including any Eligible Transferee who will become a Lender) agreeing to provide an Incremental Loan Commitment pursuant to an Incremental Loan Commitment Agreement shall, subject to the satisfaction of the relevant conditions set forth in this Agreement, make Incremental Loans under the Tranche specified in such other proportion Incremental Loan Commitment Agreement as may provided in Section 2.01(c) and such Incremental Loans shall thereafter be agreed by the Lenders deemed to be Incremental Loans under such Tranche for all purposes of this Agreement and the Agent). The Agent other applicable Credit Documents, (xi) it shall have up be a condition to ten (10) Business Days to deliver a response regarding the amount incurrence of the requested each Incremental Loan that the Lenders will provide. If Administrative Agent has received a certified copy of a waiver from Communications Investors LLC confirming the existing Lenders fail waiver of its anti-dilution rights under each warrant issued to provide it with respect to the full amount Xxxxxxxx Xxxxxx Stock, which would otherwise be exercisable as a result of the requested issuance of the Warrant in respect of such Incremental Loan, and (xii) all actions taken by the Borrower may offer any portion of the requested Incremental Loan that is not provided by the existing Lenders pursuant to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged Section 2.14 shall be done in coordination with the possible exception of any mutually agreed amendments to the interest rate and fees to be applicable to such Incremental LoansAdministrative Agent.

Incremental Loan Commitments. (a) (A) At any time and from time to time after the Restatement Effective Date and prior to the Third Restatement Effective Date, subject to the terms and conditions set forth herein, the Borrower may, may by written prior notice to Agent the Administrative Agent, request to add one or more new credit facilities (each, an “Incremental Loan RequestTerm Facility” and together with the Incremental Revolving Facility, each an “Incremental Facility”), request ) denominated in Dollars and consisting of one or more increases additional tranches of term loans (the “Incremental Term Loans”) (for the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, it is agreed that the Loan Commitment Borrower shall not incur any Incremental Term Facility, Incremental Term Loans or Permitted Incremental Equivalent Debt on and after the Third Restatement Effective Date) and (B) at any time and from time to time after the Restatement Effective Date and prior to the Latest Maturity Date, the Borrower may by prior notice to the Administrative Agent, solely to the extent the Total Net Leverage Ratio, calculated on a Pro Forma Basis as of the most recently completed Measurement Period assuming that the then existing Revolving Facility and the proposed Incremental Revolving Facility to be fully drawn and the proceeds of such Incremental Revolving Facility not included as Net Cash for the purposes of such calculation, is no greater than 2.67:1.00, request an increase in Commitments under the then existing Revolving Facility (each, an “Incremental Loan CommitmentRevolving Facility” and the revolving loans extended thereunder, each an the “Incremental LoanRevolving Loans”) at any timein an aggregate amount not to exceed $25,000,000 for all such Incremental Revolving Loans, provided that, in each case of (A) and (B) (i) immediately before and after giving effect to each Incremental Amendment and the applicable Incremental Facility, no Default or Event of Default has occurred and is continuing or would result therefrom and the representations and warranties in Article V shall be true and correct in all material respects; provided that no commitment to the extent the proceeds of any Lender shall Incremental Facility are intended to be increased without applied to finance a Limited Condition Acquisition, if agreed to by the consent of Additional Incremental Lenders providing such Lender in such Lender’s sole discretion and no Lender shall be required to participate in any Incremental Loan. Each Incremental Loan Request shall set forth Facility, (x) the amount only representations and warranties that will be required to be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the applicable closing date for such Incremental Loan Commitment being requested (which Facility shall be (A) customary “specified representations” with respect to the applicable acquired company or business and (B) such of the representations and warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are material to the interests of the Additional Incremental Lenders, but only to the extent that Holdings or the applicable Subsidiary has the right to terminate its obligations under such acquisition agreement or not consummate such acquisition as a minimum amount result of $1,000,000 and multiples a breach of $500,000 such representations or warranties in excess thereof) such acquisition agreement, and (y) the only condition with respect to absence of a Default or Event of Default shall be the absence of a Default or Event of Default at the time such acquisition agreement is entered into, (ii) the amount of Incremental Term Facilities and Permitted Incremental Equivalent Debt as of such date on which such Incremental Loan is requested to become effective (which, unless otherwise agreed by Agent and the Lenders providing such Incremental Loan, shall not be less greater than six the Maximum Incremental Term Facilities Amount permitted to be incurred on such date, (6iii) days nor no Incremental Loans shall benefit from any Guarantees or Collateral that do not ratably benefit the Loans and (iv) in the event that the Yield for any Incremental Term Loans that are pari passu in right of payment and with respect to security with the then existing Term Loans is higher than the Yield for the then existing Term Loans by more than sixty (60) days after 50 basis points, then the date of any Applicable Margin for the then existing Term Loans shall be increased to the extent necessary so that the Yield for such then existing Term Loans is equal to the Yield for such Incremental Loan Request Term Loans minus 50 basis points (the “Incremental Effective DateMFN Adjustment”)). Upon delivery of the applicable Each Incremental Loan Request to Agent, such Incremental Loan Commitment Facility shall be offered to all Lenders pro rata according to the respective outstanding in an integral multiple of $1,000,000 and be in an aggregate principal amounts of the Loans and Loan Commitments held by each Lender (or in such other proportion as may be agreed by the Lenders and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not less than $5,000,000, provided by that such amount may be less than $5,000,000 if such amount represents all the existing remaining availability under the aggregate principal amount of Incremental Facilities set forth above. Any Lenders participating in an Incremental Revolving Facility, unless then a Revolving Lender, shall be reasonably acceptable to new lenders which may join this Agreementthe Swing Line Lender and the Issuing Bank, with all terms and conditions to in each case under such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments to the interest rate and fees to be applicable to such Incremental LoansRevolving Facility set forth above.

Incremental Loan Commitments. At any time and from time to time on and after the Restatement Effective Date and prior to the Term Loan B Maturity Date, the Borrower may, by written notice to Agent may request that one or more Banks or other lending institutions (eacheach such lending institution, an “Incremental Loan RequestLending Institution”), request as the case may be, (i) enter into commitments to make additional term loans as a Term Loan B, subject to all the terms and conditions set forth in this Credit Agreement and the other Credit Documents pertaining to Term Loans B, (ii) enter into commitments to make additional Revolving Loans, subject to all the terms and conditions set forth in this Credit Agreement and all other Credit Documents pertaining to Revolving Loans and Revolving Loan Commitments and/or (iii) enter into commitments to make new term loans, new revolving loans and/or new letters of credit pursuant to one or more increases in the Loan Commitment new Tranches hereunder (eachany such commitment to make additional Term Loans B, Revolving Loans or other loans and/or letters of credit hereunder, an “Incremental Loan Commitment” and ”); provided, that (A) solely with respect to any new Tranche of term loans, such new Tranche shall have an average life to maturity no shorter than the loans thereunderother Tranches (excluding Swingline Loans) taken as a whole, each an “Incremental Loan”(B) at solely with respect to any time; provided that no commitment new Tranche of any Lender shall be increased without term loans, the consent final maturity of such Lender in such Lender’s sole discretion and new Tranche shall occur no Lender shall be required to participate in any Incremental Loan. Each Incremental earlier than six months after the Term Loan Request shall set forth B Maturity Date, (xC) the amount of the no Incremental Loan Commitment being requested may be added at a time when a Default or Event of Default exists, (which shall be in a minimum D) the aggregate amount of $1,000,000 and multiples of $500,000 in excess thereof) and (y) the date on which such any single Incremental Loan is requested to become effective (which, unless otherwise agreed by Agent and the Lenders providing such Incremental Loan, Commitment shall not be less than six $25,000,000, (6E) days nor more than sixty (60) days after the date aggregate amount of any all Incremental Loan Request Commitments shall not exceed $300,000,000 and (the “Incremental Effective Date”))F) solely with respect to any new Tranche of term loans, any such new Tranche that amortizes shall be subject to semi-annual amortization. Upon delivery of the applicable Incremental Loan Request to Agent, such Each Incremental Loan Commitment shall be offered (whether constituting an addition to all Lenders pro rata according to the respective outstanding principal amounts of the Loans and Loan Commitments held by each Lender (or in such other proportion as may be agreed by the Lenders and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested Incremental Loan that the Lenders will provide. If the an existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not provided by the existing Lenders to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments to the interest rate and fees to be applicable to such Incremental Loans.Tranche or

Incremental Loan Commitments. Borrower may(a) The Funds Administrator shall have the right, by written notice in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.16, but without requiring the consent of the Administrative Agent (eachexcept as otherwise provided in this Section 2.16) or the Lenders, an “Incremental Loan Request”)to request at any time and from time to time after the Closing Date (or, request if later, after the satisfaction of any condition previously agreed to among the Administrative Agent and the Funds Administrator) and prior to the Termination Date that one or more increases Lenders (and/or one or more other Persons which are Eligible Assignees and which will become Lenders) provide Incremental Commitments and, subject to the applicable terms and conditions contained in the Loan Commitment (each, an “Incremental Loan Commitment” this Agreement and the loans thereunderrelevant Incremental Commitment Agreement, each an “Incremental Loan”) at any timemake Advances and participate in Letters of Credit and Swingline Advances pursuant thereto; provided that (i) no commitment of any Lender shall be increased obligated to provide an Incremental Commitment, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent, the Funds Administrator and the Co-Borrowers an Incremental Commitment Agreement as provided in clause (b) of this Section 2.16, such Lender shall not be obligated to fund any Advances in excess of its Commitment (if any) or participate in any Letters of Credit or Swingline Advances in excess of its Pro Rata Share, in each case, as in effect prior to giving effect to such Incremental Commitment provided pursuant to this Section 2.16, (ii) any Lender (including any Person which is an Eligible Assignee who will become a Lender) may so provide an Incremental Commitment without the consent of such the Administrative Agent or any other Lender; provided that any Person that is not a Lender prior to the effectiveness of its Incremental Commitment shall require the consent of the Administrative Agent, the Swingline Bank and each Issuing Bank (which consents shall not be unreasonably withheld) to provide an Incremental Commitment in such Lender’s sole discretion and no Lender shall be required to participate in any Incremental Loan. Each Incremental Loan Request shall set forth accordance with this Section 2.16, (xiii) the aggregate amount of the each request (and provision therefor) for Incremental Loan Commitment being requested (which Commitments shall be in a minimum aggregate amount for all Lenders which provide an Incremental Commitment pursuant to a given Incremental Commitment Agreement pursuant to this Section 2.16 (including Persons who are Eligible Assignees and will become Lenders) of at least $10,000,000, or, if less, the remaining unutilized balance of the Maximum Incremental Amount (or such lesser amount that is acceptable to the Administrative Agent), (iv) the aggregate amount of $1,000,000 and multiples of $500,000 in excess thereof) and all Incremental Commitments permitted to be provided pursuant to this Section 2.16 shall not exceed the Maximum Incremental Amount, (yv) the date on which Funds Administrator shall not increase the Commitment pursuant to this Section 2.16 more than 3 times, (vi) such Incremental Loan is requested to become effective Commitments shall have the same terms (whichother than any arrangement fees, unless otherwise agreed by Agent upfront fees or original issue discount) payable at the time of and the Lenders providing such Incremental Loan, shall not be less than six (6) days nor more than sixty (60) days after the date of any Incremental Loan Request (the “Incremental Effective Date”)). Upon delivery of in connection with the applicable Incremental Loan Request Commitment Agreement) as the Commitments, (vii) all Advances incurred pursuant to Agentan Incremental Commitment (and all interest, such Incremental Loan Commitment fees and other amounts payable thereon) shall be offered to Obligations under this Agreement and the other applicable Loan Documents and shall be secured by the relevant Collateral Documents, and guaranteed under the Guarantee and Collateral Agreement and each other relevant guarantee, on a pari passu basis with all Lenders pro rata according to other Advances secured by each relevant Collateral Document and guaranteed under the respective outstanding principal amounts of the Loans Guarantee and Loan Commitments held by Collateral Agreement and each other relevant guarantee, and (viii) each Lender (or in such other proportion as may be agreed by including any Person which is an Eligible Assignee who will become a Lender) agreeing to provide an Incremental Commitment pursuant to an Incremental Commitment Agreement shall, subject to the Lenders and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount satisfaction of the requested Incremental Loan that the Lenders will provide. If the existing Lenders fail to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested Incremental Loan that is not provided by the existing Lenders to new lenders which may join relevant conditions set forth in this Agreement, with participate in Letters of Credit pursuant to Sections 2.03 and 2.04, respectively, and make Advances as provided in Section 2.02 and such Advances shall constitute Advances for all terms purposes of this Agreement and conditions to such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments to the interest rate and fees to be other applicable to such Incremental LoansLoan Documents.

Incremental Loan Commitments. At any time and from time to time on and after the Initial Borrowing Date and prior to the Term Loan Maturity Date, the Borrower may, by written notice to Agent may request that one or more Banks or other lending institutions (eacheach such lending institution, an “Incremental Loan RequestLending Institution”), request one as the case may be, (i) enter into commitments to make additional term loans as a Term Loan and (ii) enter into commitments to make additional Revolving Loans, subject to all the terms and conditions set forth in this Agreement and all other Credit Documents pertaining to Revolving Loans and Revolving Loan Commitments with such additional term loans having the same Guarantees from the Guarantors and being secured on a pari passu basis by the same Collateral as the Senior Secured Credit Facilities (any such commitment to make additional Term Loans or more increases in the Loan Commitment (eachRevolving Loans, an “Incremental Loan Commitment” and the loans thereunder, each an “Incremental Loan”) at any time); provided that (A) no commitment Default or Event of any Lender shall be increased without the consent of such Lender in such Lender’s sole discretion and no Lender shall be required Default will exist immediately prior to participate in any Incremental Loan. Each Incremental Loan Request shall set forth or after giving effect thereto, (xB) the amount of the Incremental Loan Commitment being requested (which shall be in a minimum amount of $1,000,000 and multiples of $500,000 in excess thereof) and (y) the date on which such Incremental Loan is requested to become effective (which, unless otherwise agreed by Agent and the Lenders providing such Incremental Loan, shall not be less than six (6) days nor more than sixty (60) days after the maturity date of any Incremental additional Term Loan Request (the “Incremental Effective Date”)). Upon delivery of the applicable Incremental Loan Request made pursuant to Agent, any such Incremental Loan Commitment shall not be offered to all Lenders pro rata according earlier than the Term Loan Maturity Date, (C) in the case of any such Incremental Term Loans and Term Loan Commitments with respect thereto, the other terms and documentation with respect thereto, to the respective extent not consistent with the Term Loan Commitment and the outstanding Term Loans, shall be reasonably satisfactory to the Administrative Agent (it being understood that the Administrative Agent has no approval rights over interest rates or maturity date consistent with clause (B)), (D) the aggregate principal amounts amount of all Incremental Loan Commitments shall not exceed the then Permitted Incremental Loan Commitment Amount, (E) with respect to any such additional Revolving Loans and Incremental Loan Commitments with respect thereto, they will be part of the Loans and Revolving Loan Commitments held and have the same terms with respect thereto, (F) no Bank will be required to provide any such Incremental Loan Commitment, (G) the Borrower shall, on a pro forma basis after giving effect to the Incremental Loans as if fully drawn on the date of such Incremental Loan Commitment, be in compliance with Section 9.09 for the most recent Test Period and (H) at any time prior to August 1, 2009, in the event that the Applicable Margin (at each level), on a yield-to-maturity basis, together with any original issue discount and upfront fees (the “Applicable Yield”) for the Incremental Term Loans is greater than the Applicable Margin, on a yield to maturity basis, of the Term Loans by each Lender more than 50 basis points, then the Applicable Margin for the Term Loans shall be increased to the extent necessary such that the Applicable Margin for the Term Loans plus 0.50% per annum shall be equal to the Applicable Yield for the Incremental Term Loans. Each Incremental Loan Commitment (whether constituting an addition to an existing Tranche or in such other proportion as may a new Tranche) shall be agreed incorporated into this Agreement pursuant to a supplement or amendment hereto or an amendment and restatement hereof executed and delivered by the Lenders Borrower, the Administrative Agent and the Agent). The Agent shall have up to ten (10) Business Days to deliver a response regarding the amount of the requested each Incremental Loan that Lending Institution whose Commitment is increasing pursuant thereto, and such Persons are hereby authorized to enter into any such supplement, amendment or amendment and restatement (which shall be binding on all parties), to the Lenders will provide. If extent necessary (but only to the existing Lenders fail extent necessary) to provide the full amount of the requested Incremental Loan, the Borrower may offer any portion of the requested effect such Incremental Loan that is not provided by the existing Lenders to new lenders which may join this Agreement, with all terms and conditions to such Incremental Loans remaining unchanged with the possible exception of any mutually agreed amendments to the interest rate and fees to be applicable to such Incremental LoansCommitment.