Common use of Incremental Facilities Clause in Contracts

Incremental Facilities. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Commitments in an amount such that, after giving effect thereto, the aggregate amount of Incremental Commitments established at or prior to such time does not exceed $100,000,000. Such notice shall set forth (i) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $500,000 and a minimum amount of $5,000,000), (ii) the date on which such Incremental Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such longer or shorter period as the Administrative Agent shall agree)), (iii) whether such Incremental Commitments are Incremental Revolving Credit Commitments or Incremental Term Loan Commitments and (iv) in the case of any request for Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to make additional Term Loans of any then outstanding Class or commitments to make Term Loans of a new Class. The Borrower may seek Incremental Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender.

Incremental Facilities. (a) The Borrower maymay on one or more occasions, by written notice to the Administrative Agent from time to timeAgent, request an increase in the Commitments pursuant to the establishment, during the Availability Period, of Incremental Commitments in an amount such that, after giving effect thereto, Revolving Commitments; provided that the aggregate amount of all the Incremental Revolving Commitments established at or prior to such time does hereunder shall not exceed $100,000,000100,000,000 during the term of this Agreement. Such Each such notice shall set forth specify (iA) the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than ten Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and (B) the amount of the Incremental Revolving Commitments being requested (which shall be in minimum increments of $500,000 and a minimum amount of $5,000,000), it being agreed that (iix) the date on which such Incremental Commitments are requested any Lender approached to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such longer or shorter period as the Administrative Agent shall agree)), (iii) whether such Incremental Commitments are provide any Incremental Revolving Credit Commitments Commitment may elect or Incremental Term Loan Commitments and (iv) in the case of any request for Incremental Term Loan Commitmentsdecline, whether such Incremental Term Loan Commitments are commitments to make additional Term Loans of any then outstanding Class or commitments to make Term Loans of a new Class. The Borrower may seek Incremental Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion, to provide such Incremental Revolving Commitment and (y) any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by the Administrative Agent, each Issuing Bank and the Swingline Lender (such approvals not to be unreasonably withheld, conditioned or any Additional Lenderdelayed)).

Incremental Facilities. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments or Incremental Revolving Credit Commitments, as applicable, in an amount (the “Incremental Facility Amount”) not to exceed the greater of (i) (x) $50,000,000 minus (y) the aggregate amount of all Incremental Commitments established prior to such thattime and (ii) such other amount so long as, in the case of this clause (ii), the Secured Leverage Ratio would not, after giving effect theretoto the making of any Loans to be made on the date of effectiveness thereof (in each case assuming all Incremental Revolving Credit Commitments are drawn on such effective date) and other pro forma adjustments in accordance with Section 1.03, exceed 2.50:1.00 as of the aggregate amount date of Incremental Commitments established at or prior to such time does not exceed $100,000,000effectiveness. Such notice shall set forth (i1) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $500,000 1,000,000 and a minimum amount of $5,000,0005,000,000 or such lesser amount equal to the remaining Incremental Facility Amount), (ii2) the date on which such Incremental Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such longer or shorter period as unless waived by the Administrative Agent shall agree)), (iiiin its sole discretion) whether such Incremental Commitments are Incremental Revolving Credit Commitments or Incremental Term Loan Commitments and (iv3) in the case of any request for Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to make additional Term Loans of any then outstanding Class or commitments to make term loans with terms different from the Term Loans of a new Class. The Borrower may seek Incremental Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender“Other Term Loans”).

Incremental Facilities. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Administrative Borrower may, by written notice to the Administrative Agent from time (whereupon the Administrative Agent shall promptly deliver a copy of such notice to timeeach of the Lenders), request to incur one or more increases in the Revolving Credit Commitments (“Incremental Commitments Revolving Credit Commitments” or the “Incremental Facilities”); provided, that at the time of the effectiveness of each Incremental Amendment, no Specified ABL Default has occurred and is continuing or shall result therefrom (and, in an amount connection with any Incremental Facility to fund a Permitted Acquisition or permitted Investment, no Specified Event of Default shall have occurred and be continuing as of the date of the definitive acquisition agreements for such thatPermitted Acquisition or permitted Investment entered into). Notwithstanding anything to the contrary herein, after giving effect theretowithout the consent of the Required Lenders, the aggregate amount of Incremental Commitments established at or prior to such time does not exceed $100,000,000. Such notice shall set forth (i) the principal amount of the Incremental Commitments being requested (which shall be in minimum increments of $500,000 and a minimum amount of $5,000,000), (ii) the date on which such Incremental Commitments are requested to become effective (which Facilities shall not exceed $50,000,000 (which, for the avoidance of doubt, will be less than 10 Business Days nor more than 60 days after reduced to $25,000,000 following the date incurrence of such notice (or such longer or shorter period as the Administrative Agent shall agree)), (iii) whether such Incremental Commitments are 2020 Incremental Revolving Credit Commitments or on the Amendment No. 13 Effective Date). All Incremental Term Loan Revolving Commitments and (iv) in the case of any request for Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to make additional Term Loans of any then outstanding Class or commitments to make Term Loans of a new Class. The Borrower may seek Incremental Commitments from existing Lenders (each of which shall be entitled to agree in an integral multiple of $250,000 and in an aggregate principal amount that is not less than $5,000,000 (or decline to participate in its sole discretion) or any Additional Lendersuch lesser minimum amount agreed by the Administrative Agent); provided, that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability in respect of the Incremental Facilities.

Incremental Facilities. (a) ). The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount such that, after giving effect thereto, the aggregate amount of Aggregate Incremental Commitments established at or prior to such time Amount does not exceed $100,000,000the Incremental Cap. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $500,000 1,000,000 and a minimum amount of $5,000,000), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such notice (or such longer or shorter period periods as the Administrative Agent shall agree)), ) and (iii) whether such Incremental Commitments are Incremental Revolving Credit Commitments or Incremental Term Loan Commitments and (iv) in the case of any request for Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to make additional Term Loans of any then outstanding the same Class as the Term Loans or commitments to make Term Loans of a new Classdifferent Class than the Term Loans. The Borrower may seek Incremental Term Loan Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender.

Incremental Facilities. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments or Incremental Revolving Credit Commitments, as applicable, in an amount (the “Incremental Facility Amount”) not to exceed the greater of (i) (x) $50,000,000 (increasing on and after the Acquisition Closing Date to $75,000,000) minus (y) the aggregate amount of all Incremental Commitments established prior to such thattime and (ii) such other amount so long as, in the case of this clause (ii), the Secured Leverage Ratio would not, after giving effect theretoto the making of any Loans to be made on the date of effectiveness thereof (in each case assuming all Incremental Revolving Credit Commitments are drawn on such effective date) and other pro forma adjustments in accordance with Section 1.03, exceed (x) 2.50:1.00 (increasing on and after the aggregate amount Acquisition Closing Date to 4.00 to 1.00), in each case, as of Incremental Commitments established at or prior to the date of such time does not exceed $100,000,000effectiveness. Such notice shall set forth (i1) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $500,000 1,000,000 and a minimum amount of $5,000,0005,000,000 or such lesser amount equal to the remaining Incremental Facility Amount), (ii2) the date on which such Incremental Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such longer or shorter period as unless waived by the Administrative Agent shall agree)), (iiiin its sole discretion) whether such Incremental Commitments are Incremental Revolving Credit Commitments or Incremental Term Loan Commitments and (iv3) in the case of any request for Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to make additional Term Loans of any then outstanding Class or commitments to make term loans with terms different from the Term Loans of a new Class. The Borrower may seek Incremental Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender“Other Term Loans”).

Incremental Facilities. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments or Incremental Revolving Credit Commitments, as applicable, in an amount (the “Incremental Facility Amount”) not to exceed the greater of (i) (x) $50,000,000 (increasing on and after the Acquisition Closing Date to $75,000,000) minus (y) the aggregate amount of all Incremental Commitments established prior to such thattime and (ii) such other amount so long as, in the case of this clause (ii), the Secured Leverage Ratio would not, after giving effect theretoto the making of any Loans to be made on the date of effectiveness thereof (in each case assuming all Incremental Revolving Credit Commitments are drawn on such effective date) and other pro forma adjustments in accordance with Section 1.03, exceed (x) 2.50:1.00 (increasing on and after the aggregate amount Acquisition Closing Date to 4.00 to 1.00),1.00, in each case, as of Incremental Commitments established at or prior to the date of such time does not exceed $100,000,000effectiveness. Such notice shall set forth (i1) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $500,000 1,000,000 and a minimum amount of $5,000,0005,000,000 or such lesser amount equal to the remaining Incremental Facility Amount), (ii2) the date on which such Incremental Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such longer or shorter period as unless waived by the Administrative Agent shall agree)), (iiiin its sole discretion) whether such Incremental Commitments are Incremental Revolving Credit Commitments or Incremental Term Loan Commitments and (iv3) in the case of any request for Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to make additional Term Loans of any then outstanding Class or commitments to make term loans with terms different from the Term Loans of a new Class. The Borrower may seek Incremental Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender“Other Term Loans”).

Incremental Facilities. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Commitments in an amount such that, after giving effect thereto, (i) the Aggregate Incremental Amount does not exceed the sum of (A) $200,000,000 and (B) an additional amount such that the First Lien Net Leverage Ratio, determined on an Incremental Pro Forma Basis after giving effect thereto (including the application of proceeds thereof, but without netting the proceeds thereof), does not exceed 3.00 to 1.00 as of the last day of the most recently ended Calculation Period and (ii) the aggregate amount of Incremental Revolving Credit Commitments established at or prior to such time and Incremental Revolving Loans does not exceed $100,000,000the Incremental Revolver Cap. Such notice shall set forth (i) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $500,000 1,000,000 and a minimum amount of $5,000,000), (ii) the date on which such Incremental Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such longer or shorter period periods as the Administrative Agent shall agree)), ) and (iii) whether such Incremental Commitments are Incremental Revolving Credit Commitments or Incremental Term Loan Commitments and (iv) in the case of any request for Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to make additional Term Loans of any then outstanding Class or commitments to make Term Loans of a new Class. The Borrower may seek Incremental Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender.

Incremental Facilities. (a%3) The Borrower mayCompany may on one or more occasions, by written notice to the Administrative Agent from time to timeAgent, request (i) the establishment of Incremental Revolving Commitments in an amount such thatand/or (ii) the establishment of Incremental Term Commitments, after giving effect thereto, provided that the aggregate amount of all the Incremental Commitments established at or prior to such time does hereunder shall not exceed $100,000,000500,000,000. Such Each such notice shall set forth specify (iA) the date on which the Company proposes that the Incremental Revolving Commitments or the Incremental Term Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (B) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $500,000 and a minimum amount of $5,000,000), (ii) the date on which such Incremental Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such longer or shorter period as the Administrative Agent shall agree)), (iii) whether such Incremental Commitments are Incremental Revolving Credit Commitments or Incremental Term Loan Commitments Commitments, as applicable, being requested (it being agreed that (x) any Lender approached to provide any Incremental Revolving Commitment or Incremental [[NYCORP:3493733v14:3138D: 11/19/2014--06:51 PM]] Term Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment or Incremental Term Commitment and (ivy) any Person that the Company proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent and, in the case of any request for proposed Incremental Term Loan CommitmentsRevolving Lender, whether such Incremental Term Loan Commitments are commitments to make additional Term Loans of any then outstanding Class or commitments to make Term Loans of a new Class. The Borrower may seek Incremental Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional LenderIssuing Bank).

Incremental Facilities. (a) The Borrower mayOn one or more occasions at any time after the Closing Date, the Obligors may by written notice to the Administrative Agent from time elect to timerequest an increase to the existing Commitments (any such increase, request the "Incremental Commitments" and the loans made thereunder, the "Incremental Loans") in an aggregate amount not to exceed $300,000,000. Each such notice shall specify the date (each, an "Increased Amount Date") on which the Obligors propose that such Incremental Commitments in an amount such thatshall be effective, after giving effect thereto, the aggregate amount of Incremental Commitments established at or prior to such time does not exceed $100,000,000. Such notice shall set forth (i) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $500,000 and a minimum amount of $5,000,000), date not less than ten (ii10) Business Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent. Incremental Commitments are requested may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to become effective make, or provide commitments with respect to, an Incremental Loan) or by any other Person (which shall not be less than 10 Business Days nor more than 60 days after the date each, an "Incremental Lender"); provided that any such Incremental Lender to whom any portion of such notice (or such longer or shorter period as Incremental Commitment shall be allocated shall be subject to the approval of the Borrower, the Administrative Agent shall agree))Agent, (iii) whether the Issuing Banks and the Swingline Lender unless such Incremental Commitments are Incremental Revolving Credit Commitments or Incremental Term Loan Commitments and (iv) in the case of any request for Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to make additional Term Loans of any then outstanding Class or commitments to make Term Loans of a new Class. The Borrower may seek Incremental Commitments from Lender is an existing Lenders Lender (each of which approvals shall not be unreasonably withheld, conditioned or delayed). The terms and provisions of any Incremental Commitments shall be entitled identical to agree or decline to participate in its sole discretion) or any Additional Lenderthe existing Commitments.

Incremental Facilities. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Commitments in an amount such that, after giving effect thereto, (i) the Aggregate Incremental Amount does not exceed an amount such that the First Lien Leverage Ratio, determined on an Incremental Pro Forma Basis after giving effect thereto, does not exceed 2.50 to 1.00 and (ii) the aggregate amount of Incremental Revolving Credit Commitments established at or prior to such time and Incremental Revolving Loans does not exceed $100,000,000the Incremental Revolver Cap. Such notice shall set forth (i) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $500,000 1,000,000 and a minimum amount of $5,000,000), (ii) the date on which such Incremental Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such longer or shorter period periods as the Administrative Agent shall agree)), ) and (iii) whether such Incremental Commitments are Incremental Revolving Credit Commitments or Incremental Term Loan Commitments and (iv) in the case of any request for Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to make additional Term Loans of any then outstanding Class or commitments to make Term Loans of a new Class. The Borrower may seek Incremental Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender.

Incremental Facilities. (a) The Lead Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Commitments in an amount such that, after giving effect thereto, the aggregate amount of Aggregate Incremental Commitments established at or prior to such time Amount does not exceed $100,000,000the Incremental Cap. Such notice shall set forth (i) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $500,000 1,000,000 and a minimum amount of $5,000,000), (ii) the date on which such Incremental Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such longer or shorter period periods as the Administrative Agent shall agree)), ) and (iii) whether such Incremental Commitments are Incremental Revolving Credit Commitments or Incremental Term Loan Commitments and (iv) in the case of any request for Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to make additional Term Loans of any then outstanding Class or commitments to make Term Loans of a new Class. The Lead Borrower may seek Incremental Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender.