Common use of Incremental Clause in Contracts

Incremental. Term B-1 Loans. Subject to the terms and conditions set forth in Amendment No. 7, each of the following Term B-1 ▇▇▇▇▇▇▇ severally agrees to make to the Borrower on the Amendment No. 7 Effective Date, loans (collectively, the “Incremental Term B-1 Loans”) denominated in Dollars as follows: (1) each Consenting Extended Term Lender that elects the “Consent and Cashless Amendment” option on its Extended Term Lender Consent agrees to have all of its outstanding Extended Term Loans (or such lesser amount as may be notified to such Consenting Extended Term Lender by the Administrative Agent or the Amendment No. 7 Arrangers prior to the Amendment No. 7 Effective Date) converted into a like principal amount of Incremental Term B-1 Loans effective as of the Amendment No. 7 Effective Date, (2) each Additional Incremental Term B-1 Lender severally agrees to make to the Borrower on the Amendment No. 7 Effective Date, loans (collectively, the “Additional Incremental Term B-1 Loans”) denominated in Dollars in an aggregate amount equal to the amount of such Additional Incremental Term B-1 Lender’s Additional Incremental Term B-1 Commitment and (3) each Consenting Extended Term Lender that elects the “Consent and Post-Closing Settlement” option on its Extended Term Lender Consent agrees to have the entire amount of its outstanding Extended Term Loans assigned to the Additional Incremental Term B-1 Lenders at par on the Amendment No. 7 Effective Date and following the Amendment No. 7 Effective Date, such Consenting Extended Term Lender (or its designated Affiliate, if agreed by the Amendment No. 7 Arrangers) shall purchase by assignment Incremental Term B-1 Loans in an equal principal amount as its outstanding Extended Term Loans or such lesser amount allocated to such Consenting Extended Term Lender by the Amendment No. 7

Incremental. Term B-1 LoansLoans shall be effected, and Revolving Credit Commitment Increases shall become Dollar Revolving Credit Commitments or Multicurrency Revolving Credit Commitments, as applicable, hereunder (or, in the case of a Revolving Credit Commitment Increase to be provided by an existing Dollar Revolving Credit Lender or Multicurrency Revolving Credit Lender, as applicable, an increase in such Lender’s Dollar Revolving Credit Commitment or Multicurrency Revolving Credit Commitments, as applicable) and each Additional Lender shall become a Lender hereunder pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. Subject The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such Incremental Amendment (including confirmation that the obligations of the Loan Parties with respect to an increase to the terms existing Dollar Revolving Loan Commitments or Multicurrency Revolving Credit Commitments, as applicable, (and any Loans or extensions of credit thereunder) or an Incremental Term Loan are secured by the Collateral and the perfection and priority of the Administrative Agent’s Lien in such Collateral has not been affected by a Revolving Credit Commitment Increase or the Incremental Term Loans as applicable). The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Amendment No. 7, each Section 5.2 (it being understood that all references to “the date of the following Term B-1 ▇▇▇▇▇▇▇ severally agrees such extension of credit” or similar language in such Section 5.2 shall be deemed to make refer to the Borrower on the Amendment No. 7 Effective Date, loans (collectively, the “Incremental Term B-1 Loans”) denominated in Dollars as follows: (1) each Consenting Extended Term Lender that elects the “Consent and Cashless Amendment” option on its Extended Term Lender Consent agrees to have all of its outstanding Extended Term Loans (or such lesser amount as may be notified to such Consenting Extended Term Lender by the Administrative Agent or the Amendment No. 7 Arrangers prior to the Amendment No. 7 Effective Date) converted into a like principal amount of Incremental Term B-1 Loans effective as of the Amendment No. 7 Effective Date, (2) each Additional Incremental Term B-1 Lender severally agrees to make to the Borrower on the Amendment No. 7 Effective Date, loans (collectively, the “Additional Incremental Term B-1 Loans”) denominated in Dollars in an aggregate amount equal to the amount date of such Additional Incremental Term B-1 Lender’s Additional Amendment) and such other conditions as the parties thereto shall agree. No Lender shall be obligated to provide any Incremental Term B-1 Commitment and (3) each Consenting Extended Term Lender that elects the “Consent and Post-Closing Settlement” option on its Extended Term Lender Consent agrees to have the entire amount of its outstanding Extended Term Loans assigned to the Additional Incremental Term B-1 Lenders at par on the Amendment No. 7 Effective Date and following the Amendment No. 7 Effective Date, such Consenting Extended Term Lender (or its designated Affiliate, if agreed by the Amendment No. 7 Arrangers) shall purchase by assignment Incremental Term B-1 Loans in an equal principal amount as its outstanding Extended Term Loans or such lesser amount allocated to such Consenting Extended Term Lender by the Amendment No. 7Revolving Credit Commitment Increases unless it so agrees.

Incremental. Term B-1 LoansTransfers. Subject Prior to the Facility Termination Date, upon the terms and subject to --------- the conditions set forth herein and in the other Transaction Documents, the Seller may, at its option from time to time, convey, transfer and assign to the Collateral Agent for the benefit of each CP Conduit Purchaser (except during the pendency of a CP Conduit Purchaser Termination Event with respect to such CP Conduit Purchaser) or to the Collateral Agent for the benefit of the Committed Purchasers with respect to such CP Conduit Purchaser (and the Collateral Agent for the benefit of each CP Conduit Purchaser may, at the option of such CP Conduit Purchaser from time to time, except during the pendency of a CP Conduit Purchaser Termination Event relating to such CP Conduit Purchaser), and the Collateral Agent for the benefit of the Committed Purchasers relating to such CP Conduit Purchaser shall, accept such conveyance, transfer and assignment from the Seller, without recourse except as provided herein), undivided percentage ownership interests in the Receivables, together with the Related Security, Collections and proceeds with respect thereto (each, an "Incremental Transfer") for an amount equal to the -------------------- applicable Transfer Price from time to time prior to the Facility Termination Date; provided that after giving effect to the issuance of Notes by the CP -------- Conduit Purchasers or the obtaining of funds by the Committed Purchasers to fund the Transfer Price of any Incremental Transfer and the payment to the Seller of such Transfer Price, (i) the Net Investment of any such Purchaser (together with the outstanding Net Investments of each such CP Conduit Purchaser or Committed Purchaser relating to such Purchaser) shall not exceed the aggregate of the Commitments of the Committed Purchasers relating to such Purchaser and (ii) the Capital shall not exceed the Facility Limit; and provided further, that the ---------------- conditions set forth in Amendment NoExhibit II of this Agreement shall be satisfied with ---------- respect thereto. 7The Seller may, from time to time, by notice to each Funding Agent given by telecopy, offer to convey, transfer and assign to the Collateral Agent for the benefit of each CP Conduit Purchaser (except during the pendency of a CP Conduit Purchaser Termination Event with respect to such CP Conduit Purchaser) or the Collateral Agent for the benefit of the following Term B-1 ▇▇▇▇▇▇▇ severally agrees to make Committed Purchasers, undivided percentage ownership interests in the Purchased Interest at least two (2) Business Days prior to the Borrower on proposed date of any Incremental Transfer. Each such notice shall specify (x) the Amendment No. 7 Effective Datedesired Transfer Price (which shall be at least $1,000,000 per CP Conduit Purchaser or integral multiples of $100,000 in excess thereof) or, loans (collectively, to the “Incremental Term B-1 Loans”) denominated in Dollars as follows: (1) each Consenting Extended Term Lender extent that elects the “Consent and Cashless Amendment” option on its Extended Term Lender Consent agrees to have all then available unused portion of its outstanding Extended Term Loans the Facility Limit (or the aggregate unused Commitment of the Committed Purchasers relating to such CP Conduit Purchaser) is less than such amount, such lesser amount as may be notified equal to such Consenting Extended Term Lender available portion of the Facility Limit (or Commitment of the related Committed Purchasers, as the case may be); and (y) the desired date of such Incremental Transfer which shall be a Business Day. At the option of each such CP Conduit Purchaser the Collateral Agent for the benefit of such Conduit Purchaser shall accept or reject any such offer by prompt written notice given to the Seller. Each notice of proposed Incremental Transfer shall be irrevocable and binding on the Seller, and the Seller shall indemnify the CP Conduit Purchasers and the Committed Purchasers against any loss or expense incurred by the Administrative Agent CP Conduit Purchasers and/or the Committed Purchasers, either directly or indirectly, as a result of any failure by the Seller to complete such Incremental Transfer, including, without limitation, any loss or expense incurred by the CP Conduit Purchasers and/or the Committed Purchasers by reason of the liquidation or reemployment of funds acquired by the CP Conduit Purchasers or the Amendment No. 7 Arrangers prior Committed Purchasers (including, without limitation, funds obtained by issuing Notes, obtaining deposits as loans from third parties and reemployment of funds) to the Amendment No. 7 Effective Date) converted into a like principal amount of fund such Incremental Term B-1 Loans effective as of the Amendment No. 7 Effective Date, (2) each Additional Incremental Term B-1 Lender severally agrees to make to the Borrower on the Amendment No. 7 Effective Date, loans (collectively, the “Additional Incremental Term B-1 Loans”) denominated in Dollars in an aggregate amount equal to the amount of such Additional Incremental Term B-1 Lender’s Additional Incremental Term B-1 Commitment and (3) each Consenting Extended Term Lender that elects the “Consent and Post-Closing Settlement” option on its Extended Term Lender Consent agrees to have the entire amount of its outstanding Extended Term Loans assigned to the Additional Incremental Term B-1 Lenders at par on the Amendment No. 7 Effective Date and following the Amendment No. 7 Effective Date, such Consenting Extended Term Lender (or its designated Affiliate, if agreed by the Amendment No. 7 Arrangers) shall purchase by assignment Incremental Term B-1 Loans in an equal principal amount as its outstanding Extended Term Loans or such lesser amount allocated to such Consenting Extended Term Lender by the Amendment No. 7Transfer.