Common use of Establishment of Incremental Facilities Clause in Contracts

Establishment of Incremental Facilities. The Borrower may by written notice to each Administrative Agent from time to time on or after the Amendment No. 1 Effective Date elect to seek (a) commitments to increase the Revolving Credit Commitments (any such increase a “Revolving Commitment Increase”), (b) commitments to increase the aggregate principal amount of any existing Class of Term A Loans (“Additional Term A Loan Commitments”), (c) commitments to increase the aggregate principal amount of any existing Class of Term B Loans (“Additional Term B Loan Commitments”), (d) commitments (“Other Term A Loan Commitments”) to establish a Class of Other Term A Loans or (e) commitments (“Other Term B Loan Commitments”) to establish a new Class of Other Term B Loans (all such additional loans or commitments described in clauses (b), (c), (d) and (e), an “Incremental Term Loan Commitment”; each Incremental Term Loan Commitment and Revolving Commitment Increase, an “Incremental Facility”) by an aggregate amount for all Incremental Facilities not in excess of the Incremental Cap; provided that (x) the aggregate amount of Revolving Commitment Increases shall not exceed $50,000,000, (y) after giving effect to any Revolving Commitment Increase, the aggregate Revolving Credit Commitments of all of the Lenders shall not exceed $400,000,000 and (z) the aggregate principal amount of Additional Term A Loans and Other Term A Loans taken together shall not exceed $25,000,000. For the avoidance of doubt, the Borrower shall be deemed to have incurred any Incremental Facility in the following order: first, pursuant to clause (1) of the definition of “Incremental Cap” until such clause is no longer available, and thereafter, pursuant to clause (2) of the definition of “Incremental Cap.” Each such notice shall specify the date (each, an “Incremental Effective Date”) on which the Borrower proposes that the applicable Incremental Facility shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to each Administrative Agent. No Person that is a Lender prior to the effectiveness of any applicable Additional Credit Extension Amendment (a “Current Lender”) with respect to any Incremental Facility shall be obligated to provide any such Incremental Facility, and any commitment of any Current Lender to provide an Incremental Facility shall be in the sole discretion of such Current Lender.

Establishment of Incremental Facilities. The Borrower may by written notice to each eachthe Administrative Agent from time to time on or after the Amendment No. 1 15 Effective Date elect to seek (a) commitments to increase the Revolving Credit Commitments (any such increase a “Revolving Commitment Increase”), or (b) commitments to increase the aggregate principal amount of any existing Class of Term A Loans (““ Additional Term A Loan Commitments”” ), (c) commitments to increase the aggregate principal amount of any existing Class of Term B Loans (““ Additional Term B Loan Commitments”” ), (d) commitments (““ Other Term A Loan Commitments”” ) to establish a Class of Other Term A Loans or (e) commitments (“Other Term B Loan Commitments”) to establish a new newincrease any then-existing Class of Other Term B Loans (all such additional loans or commitments described in clauses (b), (c), (d) and (e), that are “ A” loans and that are, as reasonably determined by the Administrative Agent, primarily syndicated to, or made by, regulated commercial banks (an “Incremental Term Loan Commitment”; each Incremental Term Loan Commitment and Revolving Commitment Increase, an “Incremental Facility”) by an aggregate amount for all Incremental Facilities not in excess of the Incremental Cap; provided that (x) the aggregate amount of Revolving Commitment Increases shall not exceed $50,000,000, (y) after giving effect to any Revolving Commitment Increase, the aggregate Revolving Credit Commitments of all of the Lenders shall not exceed $400,000,000 and (z) the aggregate principal amount of Additional Term A Loans and Other Term A Loans taken together shall not exceed $25,000,000; provided, further, that on and after the Amendment No. For the avoidance of doubt2 Effective Date, the Borrower shall be deemed permitted to have incurred any establish Incremental Facility in the following order: first, Facilities only pursuant to clause (1c) of the definition of “Incremental Cap” until such clause is no longer available, and thereafter, pursuant to clause or (2) of the definition of “Incremental Cap.” e)$45,000,000. Each such notice shall specify the date (each, an “Incremental Effective Date”) on which the Borrower proposes that the applicable Incremental Facility shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to each eachthe Administrative Agent. No Person that is a Lender prior to the effectiveness of any applicable Additional Credit Extension Amendment (a “Current Lender”) with respect to any Incremental Facility shall be obligated to provide any such Incremental Facility, and any commitment of any Current Lender to provide an Incremental Facility shall be in the sole discretion of such Current Lender.

Establishment of Incremental Facilities. The Borrower may by written notice to each Administrative Agent from time to time on or after the Amendment No. 1 Effective Date elect to seek (ax) commitments to increase the Revolving Credit Commitments (any such increase a “Revolving Commitment Increase”), ) and/or (by) commitments an increase to increase the aggregate principal amount of any existing Class of Term A Loans (“Additional Term A Loan Commitments”), (c) commitments to increase the aggregate principal amount of any existing Class of Term B Loans (a “Additional Term B Loan CommitmentsIncrease”), (d) or the establishment of one or more new term loan commitments (“Other Term A Loan Commitments”) to establish a Class of Other Term A Loans or (e) commitments (“Other together with each Term B Loan Commitments”) to establish a new Class of Other Term B Loans (all such additional loans or commitments described in clauses (b), (c), (d) and (e)Increase, an “Incremental Term B Loan Commitment”; each Incremental Term B Loan Commitment and Revolving Commitment Increase, an “Incremental Facility”) by an aggregate amount for all Incremental Facilities not in excess of the Incremental Cap; provided that (x) the aggregate amount of Revolving Commitment Increases shall not exceed $50,000,000, (y) after giving effect to any Revolving Commitment Increase, the aggregate Revolving Credit Commitments of all of the Lenders shall not exceed $400,000,000 and (z) the aggregate principal amount of Additional Term A Loans and Other Term A Loans taken together shall not exceed $25,000,000. For the avoidance of doubt, the Borrower shall be deemed to have incurred any Incremental Facility in the following order: first, pursuant to clause (1) of the definition of “Incremental Cap” until such clause is no longer available, and thereafter, pursuant to clause (2) of the definition of “Incremental Cap.” Each such notice shall specify the date (each, an “Incremental Effective Date”) on which the Borrower proposes that the applicable Incremental Facility shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to each Administrative Agent. No Person that is a Lender prior to the effectiveness of any applicable Additional Credit Extension Amendment (a “Current Lender”) with respect to any Incremental Facility shall be obligated to provide any such Incremental Facility, and any commitment of any Current Lender to provide an Incremental Facility shall be in the sole discretion of such Current Lender.