Common use of Incremental Loan Clause in Contracts

Incremental Loan. (a) Subject to the terms and conditions set forth herein and in the Credit Agreement, the Incremental Lenders agree to make the Second Amendment Effective Date Incremental Loan to the Borrower in a single drawing on the Second Amendment Effective Date (the commitment of each Incremental Lender to make such Second Amendment Effective Date Incremental Loan being called its “Incremental Commitment”). Amounts repaid in respect of the Second Amendment Effective Date Incremental Loan may not be reborrowed. (b) The terms of the Second Amendment Effective Date Incremental Loan shall be identical to the terms of the Existing Term Loans, except as otherwise set forth herein with respect to the initial making of the Second Amendment Effective Date Incremental Loan. (c) Subject to the terms and conditions set forth herein and effective as of the Second Amendment Effective Date, for all purposes of the Credit Documents, (i) the Second Amendment Effective Date Incremental Loan made hereunder shall constitute an increase in the aggregate amount of the Term Loans outstanding immediately prior to the effectiveness of this Amendment, (ii) the Second Amendment Effective Date Incremental Loan made hereunder shall be a “Borrowing” and “Term Loan” under the Credit Agreement and shall constitute a Borrowing of the same Type as the Existing Term Loans, and (iii) JPMorgan shall be a “Lender” under the Credit Agreement, shall be a party to the Credit Agreement as a Lender and shall have all the rights and obligations of, and benefits accruing to, a Lender under the Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of the Lenders. Without limiting the foregoing, the Second Amendment Effective Date Incremental Loan made hereunder shall mature on the Maturity Date, shall participate in any mandatory or voluntary prepayments on a pro rata basis with the Existing Term Loans and shall bear interest at the rate specified in the Credit Agreement, as applicable to the Existing Term Loans. (d) JPMorgan (i) represents and warrants that it is legally authorized to enter into this Amendment, (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto, (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are incidental thereto and (v) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. JPMorgan acknowledges that it has delivered to the Administrative Agent an Administrative Questionnaire in which it designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates, the Credit Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with JPMorgan’s compliance procedures and applicable laws, including Federal and state securities laws. (e) The funding of the Second Amendment Effective Date Incremental Loan to be made hereunder shall be made in the manner contemplated by Section 2.02 of the Credit Agreement (mutatis mutandis). Unless previously terminated, the Incremental Commitment shall terminate at 5:00 p.m., New York City time, on the Second Amendment Effective Date.

Incremental Loan. (a) Subject to the terms and conditions set forth herein and so long as no Unmatured Event of Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the right, but not the obligation, after the date of this Agreement and ending thirty (30) days prior to the Termination Date, to request a one-time increase in the Credit Agreement, Loan Commitment by up to $10,000,000 (the Incremental Lenders agree to make the Second Amendment Effective Date “Incremental Loan to the Borrower in a single drawing on the Second Amendment Effective Date (the commitment of each Incremental Lender to make such Second Amendment Effective Date Incremental Loan being called its “Incremental Commitment”). Amounts repaid The Incremental Loan Commitment shall be obtained from existing Banks or from other banks, financial institutions or investment funds, in respect each case in accordance with the terms set forth below and the Borrower shall execute such promissory notes as are necessary to reflect the Incremental Loan Commitment. Borrower shall also provide Agent certified copies of all requisite governmental and regulatory approvals prior the effectiveness of the Second Amendment Effective Date Incremental Loan may not Commitment, together with legal opinions from outside legal counsel to Borrower opining as to the sufficiency of such approvals. Participation in the Incremental Loan Commitment shall be reborrowed. (b) The terms offered first to each of the Second Amendment Effective Date existing Bank, but neither Agent nor any such Bank shall have any obligation whatsoever to provide all or any portion of the Incremental Loan Commitment. Each of the existing Banks shall be identical have ten (10) Business Days following the receipt of the request by Borrower to increase the Loan Commitment to notify the Agent of their acceptance and, in the event the entire Incremental Loan Commitment has not been accepted, of their desire to provide additional commitments with respect to such shortfall. In the event that the Agent has not received commitments from the existing Banks in an amount not less than the Incremental Loan Commitment within such ten (10) Business Day period, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the terms of the Existing Term Loans, except Agent to be joined as otherwise set forth herein parties to this Agreement as Banks hereunder with respect to the initial making portion of the Second Amendment Effective Date Incremental Loan. (c) Subject to the terms and conditions set forth herein and effective as of the Second Amendment Effective Date, for all purposes of the Credit Documents, (i) the Second Amendment Effective Date such Incremental Loan made hereunder Commitment not taken within such ten (10) Business Day period by existing Banks, provided, that, such other banks, financial institutions and investment funds shall constitute an increase in the aggregate amount of the Term Loans outstanding immediately prior enter into such joinder agreements to the effectiveness of this Amendment, (ii) the Second Amendment Effective Date Incremental Loan made hereunder shall be a “Borrowing” and “Term Loan” under the Credit Agreement and shall constitute a Borrowing of the same Type give effect thereto as the Existing Term Loans, Agent and (iii) JPMorgan shall be a “Lender” under the Credit Agreement, shall be a party to the Credit Agreement as a Lender and shall have all the rights and obligations of, and benefits accruing to, a Lender under the Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of the Lenders. Without limiting the foregoing, the Second Amendment Effective Date Incremental Loan made hereunder shall mature on the Maturity Date, shall participate in any mandatory or voluntary prepayments on a pro rata basis with the Existing Term Loans and shall bear interest at the rate specified in the Credit Agreement, as applicable to the Existing Term Loans. (d) JPMorgan (i) represents and warrants that it is legally authorized to enter into this Amendment, (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto, (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are incidental thereto and (v) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. JPMorgan acknowledges that it has delivered to the Administrative Agent an Administrative Questionnaire in which it designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates, the Credit Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with JPMorgan’s compliance procedures and applicable laws, including Federal and state securities lawsreasonably request. (e) The funding of the Second Amendment Effective Date Incremental Loan to be made hereunder shall be made in the manner contemplated by Section 2.02 of the Credit Agreement (mutatis mutandis). Unless previously terminated, the Incremental Commitment shall terminate at 5:00 p.m., New York City time, on the Second Amendment Effective Date.