Common use of Uncommitted Incremental Facility Clause in Contracts

Uncommitted Incremental Facility. (a) Subject to the terms and conditions hereof, the Lenders agree that the Borrower may, on any Business Day from time to time until June 30, 2024, deliver a written notice to the Administrative Agent requesting to add additional term loans or increase the principal amount of existing Term Loan (such additional term loan or increase, the "Incremental Term Loans"; and the credit facility for making any Incremental Term Loans is hereinafter referred to as the "Incremental Term Facility") in minimum principal amounts of $5,000,000; provided that (i) the Administrative Agent shall have received a written request for such Incremental Term Loan not later than 12:00 noon (New York City time) on the date which is 10 Business Days prior to the date of the proposed Incremental Term Loan, (ii) all conditions set forth in Section 5.02 shall have been satisfied and the Borrower shall have delivered to the Collateral Agent a certificate from an Authorized Officer certifying as to matters set forth in Section 5.02(a), (iii) the LTV Ratio shall not exceed 65% on a pro forma basis, and the Borrower shall have delivered a certificate of the chief financial officer of the Borrower certifying as to such matters, (iv) the Borrower shall have delivered or cause to be delivered any legal opinions, resolutions and other customary closing documents and certificates reasonably requested by any Agent in connection with such transaction and (v) any closing fee or other amounts payable to the Agents and the Lenders pursuant to the applicable Incremental Facility Amendment shall have been paid. (b) The aggregate principal amount of all Incremental Term Loans shall not exceed $15,000,000 (or such greater amount as the Collateral Agent and the Required Lenders may approve from time to time). (c) Any existing Lender may, but shall not be obligated to, participate in any Incremental Term Facility on a pro rata basis. If the existing Lenders do not agree to make the amount of the Incremental Term Loan requested by the Borrower, the Borrower may, with the consent of the Collateral Agent and the Required Lenders, which consent may not be unreasonably withheld, seek one or more Persons reasonably acceptable to the Collateral Agent to be added as Lenders for purposes of participating in such remaining portion.

Uncommitted Incremental Facility. (a) Subject to the terms and conditions hereofset forth herein, the Lenders agree that Borrower shall have the Borrower may, on any Business Day right to cause from time to time until June 30an increase in the Commitments of the Lenders by up to $400,000,000 in the aggregate (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Administrative Agent and the Issuing Banks (which Administrative Agent and Issuing Bank consent shall not be unreasonably withheld, 2024conditioned, or delayed) or by allowing one or more existing Lenders to increase their respective Commitments (each a “CI Lender”); provided that no more than $250,000,000 of increase in the aggregate shall be permitted on the Effective Date; provided, further that (i) at the time of, and after giving effect to, the Commitment Increase, no Event of Default shall have occurred which is continuing, (ii) at the time of, and after giving effect to, the Commitment Increase, the representations and warranties set forth in Article III shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date) in all material respects, (iii) no such Commitment Increase shall cause the total amount of the Commitments to exceed $2,000,000,000, (iv) no Lender’s Commitment, Issuing Bank’s Letter of Credit Commitment or Swingline Lenders’ Commitment shall be increased without such Lender’s, such Issuing Bank’s, or such Swingline Lender’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s, such Issuing Bank’s or such Swingline Lender’s sole and absolute discretion), (v) if, on the effective date of such increase, any Loans have been funded, then Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (vi) each CI Lender shall execute a Notice of Commitment Increase and deliver a written such executed notice to the Administrative Agent requesting to add additional term loans or increase the principal amount of existing Term Loan (such additional term loan or increase, the "Incremental Term Loans"; and the credit facility for making any Incremental Term Loans is hereinafter referred to as the "Incremental Term Facility") in minimum principal amounts of $5,000,000; provided that (i) the Administrative Agent shall have received a written request for such Incremental Term Loan not later than 12:00 noon (New York City time) on the date which is 10 Business Days prior to the date of the proposed Incremental Term Loan, (ii) all conditions set forth in Section 5.02 shall have been satisfied and the Borrower shall have delivered to the Collateral Agent a certificate from an Authorized Officer certifying as to matters set forth in Section 5.02(a), (iii) the LTV Ratio shall not exceed 65% on a pro forma basis, and the Borrower shall have delivered a certificate of the chief financial officer of the Borrower certifying as to such matters, (iv) the Borrower shall have delivered or cause to be delivered any legal opinions, resolutions and other customary closing documents and certificates reasonably requested by any Agent in connection with such transaction and (v) any closing fee or other amounts payable to the Agents and the Lenders pursuant to the applicable Incremental Facility Amendment shall have been paidAgent. (b) The aggregate principal amount Any Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent (a “Notice of all Incremental Term Loans Commitment Increase”) in the form of Exhibit D attached hereto. Once the Notice of Commitment Increase is fully-executed, such notice and such Commitment Increase shall be effective on the proposed effective date set forth in such notice (not exceed $15,000,000 less than five (5) Business Days after receipt by the Administrative Agent) or such greater amount as on another date agreed to by the Collateral Administrative Agent and the Required Lenders may approve from time Borrower (such date referred to timeas the “Commitment Increase Effective Date”). (c) Any existing On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender mayshall, but by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall not be obligated toconstitute Loans made by such CI Lender to Borrower pursuant to this Agreement on such Commitment Increase Effective Date, participate (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by Borrower pursuant to Section 2.11, ratably in any Incremental Term Facility on a pro rata basis. If accordance with the existing Lenders do not agree to make the amount respective principal amounts thereof, of the Incremental Term Loan requested by principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the Borrowerreallocation of any outstanding Loans. (d) Each Commitment Increase shall become effective on its Commitment Increase Effective Date and upon such effectiveness (i) to the extent a CI Lender was not a Lender immediately prior to the Commitment Increase Effective Date, the Borrower mayAdministrative Agent shall record in its records such CI Lender’s information as provided in the Notice of Commitment Increase and pursuant to an Administrative Questionnaire in form satisfactory to the Administrative Agent that shall be executed and delivered by each CI Lender to the Administrative Agent on or before the Commitment Increase Effective Date, with (ii) Schedule 2.1 hereof shall be amended and restated to set forth all Lenders (including any CI Lenders that were not Lenders immediately prior to the consent Commitment Increase Effective Date) that will be Lenders hereunder after giving effect to such Commitment Increase (which shall be set forth in Annex I to the applicable Notice of the Collateral Agent Commitment Increase) and the Required Lenders, which consent may Administrative Agent shall distribute to each Lender (including each CI Lender that was not be unreasonably withheld, seek one or more Persons reasonably acceptable a Lender immediately prior to the Collateral Agent to Commitment Increase Effective Date) a copy of such amended and restated Schedule 2.1, and (iii) each CI Lender identified on the Notice of Commitment Increase for such Commitment Increase shall be added as Lenders a “Lender” for all purposes of participating in such remaining portionunder this Agreement.

Uncommitted Incremental Facility. (a) Subject In addition to the terms Term Loan Commitments and conditions hereofAcquisition Loan Commitments in effect on the Closing Date, at any time from and after the Closing Date but on or prior to the three (3) year anniversary of the Closing Date, the Borrower may elect to increase the aggregate amount of the Term Loan (the “Incremental Term Loan”) by notifying Administrative Agent and the Lenders agree in writing that the Borrower maydesires such increase, on any Business Day from time to time until June 30, 2024, deliver a written notice to the whereupon Administrative Agent requesting shall, at Borrower’s cost and expense, prepare the documentation required to add additional term loans or increase the principal amount of existing Term Loan (implement such additional term loan or increase, the "Incremental Term Loans"; and the credit facility for making any Incremental Term Loans is hereinafter referred to as the "Incremental Term Facility") in minimum principal amounts of $5,000,000; provided that (i) the Administrative Agent shall have received a written request for such Incremental Term Loan not later than 12:00 noon (New York City time) on the date which is 10 Business Days prior to the date of the proposed Incremental Term Loan, including, without limitation, any Incremental Amendment and any amendment or modification to any other Financing Agreement or the Revolving Loan Agreement or any other Affiliate Revolving Loan Financing Agreements (ii) all conditions set forth which documentation shall be in Section 5.02 shall have been satisfied form and the Borrower shall have delivered substance reasonably satisfactory to the Collateral Administrative Agent a certificate from an Authorized Officer certifying as to matters set forth in Section 5.02(aand Borrower), (iii) the LTV Ratio shall not exceed 65% on a pro forma basis, and the Borrower shall have delivered a certificate of the chief financial officer of the Borrower certifying as to such matters, (iv) the Borrower shall have delivered or cause to be delivered any legal opinions, resolutions and other customary closing documents and certificates reasonably requested by any Agent in connection with such transaction and (v) any closing fee or other amounts payable to the Agents and the Lenders pursuant to the applicable Incremental Facility Amendment shall have been paid. (b) The terms applicable to the Incremental Term Loan, including repayments and pricing, shall be on the same terms as, and pursuant to documentation applicable to, the existing Term Loan (as then in effect), provided, however, in each case that: (1) the aggregate principal amount of all Incremental Term Loans plus all “Incremental Revolving Loan Commitment Increases” (as such term is defined in the Revolving Loan Agreement) shall not exceed Thirty Million Dollars ($15,000,000 (or such greater amount as the Collateral Agent and the Required Lenders may approve from time to time30,000,000).; (c2) Any existing Lender may, but shall not be obligated to, participate in any no Incremental Term Facility on a Loan shall be effective later than the three (3) year anniversary of the Closing Date; (3) both immediately before and immediately after giving pro rata basis. If forma effect to the Incremental Term Loan, (i) no Default or Event of Default shall have occurred and be continuing and (ii) Borrower shall be in compliance with the financial covenants contained in Section 9.12 hereof; (4) Borrower shall have received additional commitments from existing Lenders do not agree or new Lenders (each Person, including an existing Lender, electing to make provide a portion of the Incremental Term Loan referred to herein as an “Incremental Lender”) in an aggregate amount equal to the requested amount of the Incremental Term Loan requested (provided, that, any Incremental Lender that is not an existing Lender shall be subject to Administrative Agent’s prior written consent, such consent not to be unreasonably withheld), it being understood that neither Administrative Agent nor any Lender shall have any obligation to provide any such Incremental Term Loan; (5) there shall be not more than two (2) Incremental Term Loans and “Incremental Revolving Loan Commitment Increases” (as such term is defined in the Revolving Loan Agreement) made after the Closing Date and until the Credit Termination Date; and DM3\3743049.7 (6) each Incremental Term Loan shall constitute “senior debt” under any applicable Subordination Agreement or subordination terms applicable to any Subordinated Debt. (c) Administrative Agent shall promptly notify each Lender of the proposed Incremental Term Loan and the anticipated effective date therefore, as agreed by the Borrower and Administrative Agent. (d) The making of any Incremental Term Loan shall be subject to the satisfaction of (i) the conditions precedent set forth in Section 5.1 as of the date of the making of such Incremental Term Loan (including, without limitation, financial performance conditions, pro forma covenant compliance, delivery of good standing certificates and third-party searches as of a recent date) and (ii) such other conditions precedent required by Administrative Agent and the Incremental Lender(s) in their sole and absolute discretion. (e) Each Incremental Term Loan shall be effected pursuant to an amendment and joinder agreement (the “Incremental Amendment”) executed and delivered by Borrower, the Borrower Incremental Lenders and Administrative Agent, which Incremental Amendment shall be in form and substance reasonably satisfactory to the parties thereto and shall set forth the terms applicable to such Incremental Term Loan in compliance with the provisions of this Section 2.12. The Incremental Amendment may, with the consent of the Collateral Administrative Agent and Borrower and without the Required Lenders, which consent may not be unreasonably withheld, seek one or more Persons reasonably acceptable of any Lender (subject to the Collateral limitations set forth in this paragraph applicable to the terms of the Incremental Term Loan), effect such conforming and other amendments to this Agreement (including any Annex attached hereto) and the other Financing Agreements as may be necessary or appropriate, in the opinion of Administrative Agent and Borrower, to be added as Lenders for purposes effect the provision of participating in such remaining portionthis Section 2.12.