Common use of Additional Commitment Clause in Contracts

Additional Commitment. (i) Subject to the terms and conditions set forth herein, the Borrower may at any time, but not more often than two (2) times during the term of this Agreement, request to add an additional term loan commitment (the “Additional Term Loan Commitment”) and/or an additional revolving credit commitment (the “Additional Revolving Credit Commitment”, and collectively with the Additional Term Loan Commitment, the “Additional Commitment”) provided that (a) immediately prior to and after giving effect to such Additional Commitment (and the making of any loans pursuant thereto), no Event of Default or Potential Default has occurred or is continuing or shall result therefrom; (b) the Additional Term Loan Commitments and the Additional Revolving Credit Commitments shall not exceed in the aggregate One Hundred Million and 00/100 Dollars ($100,000,000.00), (c) the Term Loans made pursuant to any Additional Term Loan Commitment (the “Additional Term Loans”) will amortize so that (i) on each Payment Date on and after any Incremental Facility Closing Date (as herein defined) through and including the first Business Day of April, 2014, 2.5% of the aggregate principal amount of such Additional Term Loans will be due and payable, (ii) beginning on the first Business Day of July, 2014 and through and including the first Business Day of April, 2016, 6.67% of the aggregate principal amount of such Additional Term Loans will be due and payable, and (iii) a final payment of the remaining principal balance of such Additional Term Loans will be due and payable on the Expiration Date; for the avoidance of doubt, the amortization payments due with respect to any Additional Term Loans are in addition to the amortization payments due pursuant to Section 3.2 [Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms], and (d) other than amortization as set forth in the preceding clause (c), the loans to be made pursuant to the Additional Term Loan Commitment shall have the same terms as the Term Loan existing immediately prior to the effectiveness of such Additional Term Loan Commitment (except as otherwise agreed by the Administrative Agent and any existing Lenders agreeing to provide, and additional lending institutions agreeing to provide, a commitment in respect of such Additional Term Loan Commitment, provided that any such agreement shall affect solely the terms of such Additional Term Loan Commitment and not any other Loan or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 11.1 [Modifications, Amendments or Waivers] without reference to this Section 3.3 [Additional Commitment]). Any request for an Additional Term Loan Commitment and an Additional Revolving Credit Commitment made on the same date shall constitute one (1) request of the two (2) requests permitted under this Section. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide the Additional Commitment shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution, existing Lender or other Person is an “Additional Lender”) and shall become a Lender under this Agreement pursuant to an amendment (the “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 3.3 [Additional Commitment], and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of the Additional Commitment shall become Commitments under this Agreement after giving effect to such Incremental Facility Amendment. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 3.3 [Additional Commitment], and shall be, to the extent not consistent with the then-existing Loan Documents, satisfactory to the Administrative Agent. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the applicable conditions set forth in Section 7.2 [Each Additional Loan or Letter of Credit], and except as otherwise specified in the Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and secretary’s certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Article 7 [Conditions of Lending and Issuance of Letters of Credit]. The proceeds of the Additional Commitment may be used in accordance with Section 2.8 [Use of Proceeds] but not for any purpose otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 3.3 [Additional Commitment], no existing Lender shall be obligated to provide Additional Commitments.

Additional Commitment. (i) Subject to the terms and conditions set forth herein, the Borrower may at any time, but not more often than two (2) times during the term of this Agreement, request to add an additional term loan commitment (the “Additional Term Loan Commitment”) and/or an additional revolving credit commitment (the “Additional Revolving Credit Commitment”, and collectively with the Additional Term Loan Commitment, the “"Additional Commitment”") provided that (a) immediately prior to and after giving effect to such Additional Commitment (and the making of any loans pursuant thereto), no Event of Default or Potential Default has occurred or is continuing or shall result therefrom; therefrom and (b) the Additional Term Loan Commitments and the Additional Revolving Credit Commitments shall not exceed in the aggregate One Two Hundred Million and 00/100 Dollars ($100,000,000.00200,000,000.00), (c) the Term Loans made pursuant to any Additional Term Loan Commitment (the “Additional Term Loans”) will amortize so that (i) on each Payment Date on and after any Incremental Facility Closing Date (as herein defined) through and including the first Business Day of April, 2014, 2.5% of the aggregate principal amount of such Additional Term Loans will be due and payable, (ii) beginning on the first Business Day of July, 2014 and through and including the first Business Day of April, 2016, 6.67% of the aggregate principal amount of such Additional Term Loans will be due and payable, and (iii) a final payment of the remaining principal balance of such Additional Term Loans will be due and payable on the Expiration Date; for the avoidance of doubt, the amortization payments due with respect to any Additional Term Loans are in addition to the amortization payments due pursuant to Section 3.2 [Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms], and (d) other than amortization as set forth in the preceding clause (c), the loans to be made pursuant to the Additional Term Loan Commitment shall have the same terms as the Term Loan existing immediately prior to the effectiveness of such Additional Term Loan Commitment (except as otherwise agreed by the Administrative Agent and any existing Lenders agreeing to provide, and additional lending institutions agreeing to provide, a commitment in respect of such Additional Term Loan Commitment, provided that any such agreement shall affect solely the terms of such Additional Term Loan Commitment and not any other Loan or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 11.1 [Modifications, Amendments or Waivers] without reference to this Section 3.3 [Additional Commitment]). Any request for an Additional Term Loan Commitment and an Additional Revolving Credit Commitment made on the same date shall constitute one (1) request of the two (2) requests permitted under this Section. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide the Additional Commitment shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution, existing Lender or other Person is an “"Additional Lender”") and shall become a Lender under this Agreement pursuant to an amendment (the “Incremental Facility "Additional Commitment Amendment”") to this Agreement, giving effect to the modifications permitted by this Section 3.3 [Additional Commitment], and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of the Additional Commitment shall become Commitments under this Agreement after giving effect to such Incremental Facility Additional Commitment Amendment. The Incremental Facility Additional Commitment Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 3.3 [Additional Commitment], and shall be, to the extent not consistent with the then-existing Loan Documents, satisfactory to the Administrative Agent. The effectiveness of any Incremental Facility Additional Commitment Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility "Additional Commitment Closing Date”") of each of the applicable conditions set forth in Section 7.2 [Each Additional Loan or Letter of Credit], and except as otherwise specified in the Incremental Facility Additional Commitment Amendment, the Administrative Agent shall have received legal opinions, board resolutions and secretary’s certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Article 7 [Conditions of Lending and Issuance of Letters of Credit]. The proceeds of the Additional Commitment may be used in accordance with Section 2.8 [Use of Proceeds] but not for any purpose otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 3.3 [Additional Commitment], no existing Lender shall be obligated to provide Additional Commitments.

Additional Commitment. (i) Subject In the event that the Borrower shall have received additional Subscription Agreements with Capital Commitments from Included Investors subsequent to the terms and conditions set forth hereinClosing Date, the Borrower may at any time, but not more often than two (2) times during shall have the term of this Agreement, one time right to request to add an that the Agent obtain additional term loan commitment Commitments (the “Additional Term Loan Commitment”) and/or an additional revolving credit commitment (the “Additional Revolving Credit Commitment”, and collectively with the Additional Term Loan Commitment, the “"Additional Commitment”") provided so that (a) immediately prior the Commitments aggregate an amount equal to and after giving effect to such Additional Commitment (and the making of any loans pursuant thereto), no Event of Default or Potential Default has occurred or is continuing or shall result therefrom; (b) the Additional Term Loan Commitments and the Additional Revolving Credit Commitments shall not exceed in the aggregate One Two Hundred Fifty Million and 00/100 Dollars ($100,000,000.00250,000,000) (the "Target Facility Amount"), (c) which re quest shall be made by the Term Loans made pursuant to any Additional Term Loan Commitment Borrower giving written notice (the “"Additional Term Loans”Commitment Notice") will amortize so that to the Agent prior to the date which is ninety (i90) days after the Closing Date setting forth such details with respect thereto as are reasonably requested by the Agent. Upon such request, the Agent shall use its best efforts, with the assistance of the Borrower, to arrange a syndicate of Lenders with Commitments (including the initial Commitment), aggregating the Target Facility Amount on each Payment Date on or before the date which is 120 days after the Additional Commitment Notice was received by the Agent. If any Lender shall not accept such additional amount with in ten (10) days after receipt of an offer from the Agent therefor, prior to commencing syndication, the Agent shall submit a list of proposed bank syndicate members to the Borrower for its review and approval, which approval shall not be unreasonably withheld or delayed. From and after the Syndication Expiration Date, the Agent shall have no further obligation to syndicate the Facility or to obtain or accept any Incremental Facility Closing Date (as herein defined) through and including additional Commitments. For purposes hereof, the first Business Day of April"Syndication Expiration Date" means the date which is 120 days after the Additional Commitment Notice was received by the Agent. Notwithstanding the foregoing, 2014, 2.5% during the period after the giving of the aggregate principal amount of such Additional Term Loans will be due Commitment Notice and payable, (ii) beginning on prior to the first Business Day of July, 2014 and through and including the first Business Day of April, 2016, 6.67% of the aggregate principal amount of such Additional Term Loans will be due and payable, and (iii) a final payment of the remaining principal balance of such Additional Term Loans will be due and payable on the Syndication Expiration Date; for the avoidance of doubt, the amortization payments due with respect to any Additional Term Loans are in addition to the amortization payments due pursuant to Section 3.2 [Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms], and (d) other than amortization as set forth in the preceding clause (c), the loans to be made pursuant to the Additional Term Loan Commitment Agent shall have the same terms as right, at the Term Loan existing immediately prior Agent's option, to the effectiveness of such Additional Term Loan Commitment (except as otherwise agreed by the Administrative Agent and any existing Lenders agreeing commit to provide, and additional lending institutions agreeing to provide, a commitment in respect of such Additional Term Loan Commitment, provided that any such agreement shall affect solely the terms of such Additional Term Loan Commitment and not any other Loan or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 11.1 [Modifications, Amendments or Waivers] without reference to this Section 3.3 [Additional Commitment]). Any request for an Additional Term Loan Commitment and an Additional Revolving Credit Commitment made on the same date shall constitute one (1) request of the two (2) requests permitted under this Section. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide make the Additional Commitment shall be reasonably satisfactory available to the Borrower and the Administrative Agent (any such bank, financial institution, existing Lender or other Person is an “Additional Lender”) and shall become a Lender under this Agreement pursuant to an amendment (the “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 3.3 [Additional Commitment], each Qualified Borrower and, as appropriate, if the other Loan Documents, executed by the Loan Parties, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of Agent shall so elect to commit to making the Additional Commitment shall become Commitments under this Agreement after giving effect available to such Incremental Facility Amendment. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement Borrower and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agenteach Qualified Borrower, to effect arrange a syndicate of Lenders with Commitments aggregating the provisions of this Section 3.3 [Additional Commitment], and shall be, to the extent not consistent with the then-existing Loan Documents, satisfactory to the Administrative Agent. The effectiveness of any Incremental Target Facility Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the applicable conditions set forth in Section 7.2 [Each Additional Loan or Letter of Credit], and except as otherwise specified in the Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and secretary’s certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Article 7 [Conditions of Lending and Issuance of Letters of Credit]. The proceeds of the Additional Commitment may be used in accordance with Section 2.8 [Use of Proceeds] but not for any purpose otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 3.3 [Additional Commitment], no existing Lender shall be obligated to provide Additional CommitmentsAmount.

Additional Commitment. (i) Subject to the terms and conditions set forth herein, the Borrower may at any time, but not more often than two (2) times during the term of this Agreement, request to add an additional term loan commitment (the “Additional Term Loan Commitment”) and/or an additional revolving credit commitment (the “Additional Revolving Credit Commitment”, and collectively with the Additional Term Loan Commitment, the “Additional Commitment”) provided that (a) immediately prior to and after giving effect to such Additional Commitment (and the making of any loans pursuant thereto), no Event of Default or Potential Default has occurred or is continuing or shall result therefrom; therefrom and (b) the Additional Term Loan Commitments and the Additional Revolving Credit Commitments shall not exceed in the aggregate One Two Hundred Million and 00/100 Dollars ($100,000,000.00200,000,000.00), (c) the Term Loans made pursuant to any Additional Term Loan Commitment (the “Additional Term Loans”) will amortize so that (i) on each Payment Date on and after any Incremental Facility Closing Date (as herein defined) through and including the first Business Day of April, 2014, 2.5% of the aggregate principal amount of such Additional Term Loans will be due and payable, (ii) beginning on the first Business Day of July, 2014 and through and including the first Business Day of April, 2016, 6.67% of the aggregate principal amount of such Additional Term Loans will be due and payable, and (iii) a final payment of the remaining principal balance of such Additional Term Loans will be due and payable on the Expiration Date; for the avoidance of doubt, the amortization payments due with respect to any Additional Term Loans are in addition to the amortization payments due pursuant to Section 3.2 [Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms], and (d) other than amortization as set forth in the preceding clause (c), the loans to be made pursuant to the Additional Term Loan Commitment shall have the same terms as the Term Loan existing immediately prior to the effectiveness of such Additional Term Loan Commitment (except as otherwise agreed by the Administrative Agent and any existing Lenders agreeing to provide, and additional lending institutions agreeing to provide, a commitment in respect of such Additional Term Loan Commitment, provided that any such agreement shall affect solely the terms of such Additional Term Loan Commitment and not any other Loan or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 11.1 [Modifications, Amendments or Waivers] without reference to this Section 3.3 [Additional Commitment]). Any request for an Additional Term Loan Commitment and an Additional Revolving Credit Commitment made on the same date shall constitute one (1) request of the two (2) requests permitted under this Section. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide the Additional Commitment shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution, existing Lender or other Person is an “Additional Lender”) and shall become a Lender under this Agreement pursuant to an amendment (the “Incremental Facility Additional Commitment Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 3.3 [Additional Commitment], and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of the Additional Commitment shall become Commitments under this Agreement after giving effect to such Incremental Facility Additional Commitment Amendment. The Incremental Facility Additional Commitment Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 3.3 [Additional Commitment], and shall be, to the extent not consistent with the then-existing Loan Documents, satisfactory to the Administrative Agent. The effectiveness of any Incremental Facility Additional Commitment Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Additional Commitment Closing Date”) of each of the applicable conditions set forth in Section 7.2 [Each Additional Loan or Letter of Credit], and except as otherwise specified in the Incremental Facility Additional Commitment Amendment, the Administrative Agent shall have received legal opinions, board resolutions and secretary’s certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Article 7 [Conditions of Lending and Issuance of Letters of Credit]. The proceeds of the Additional Commitment may be used in accordance with Section 2.8 [Use of Proceeds] but not for any purpose otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 3.3 [Additional Commitment], no existing Lender shall be obligated to provide Additional Commitments.

Additional Commitment. (i) Subject to the terms and conditions set forth herein, the Borrower may at any time, but not more often than two (2) times time or from time to time during the term of this Agreement, request to add an one or more additional term loan commitment commitments (the each, an “Additional Term Loan Commitment”) and/or an one or more additional revolving credit commitment commitments (the each, an “Additional Revolving Credit Commitment”, and collectively with the Additional Term Loan Commitment, the “Additional Commitment”) provided that (a) immediately prior to and after giving effect to such Additional Commitment (and the making of any loans pursuant thereto), (i) no Event of Default or Potential Default has occurred or is continuing or shall result therefrom; therefrom and (ii) the Loan Parties shall be in pro forma compliance (including giving pro forma effect to such Additional Commitment and the making of any loans pursuant thereto) with the covenant contained in Section 8.2.14 [Maximum Consolidated Leverage Ratio], (b) the Borrower shall deliver to the Administrative Agent prior to the closing of such Additional Commitment a Compliance Certificate as of the date of the closing of such Additional Commitment, such Compliance Certificate to give effect to such Additional Commitment to be obtained pursuant to this Section 2.10, (c) any Additional Term Loan Commitment and Additional Revolving Credit Commitment shall rank pari passu in right of payment and right of security in respect of the collateral (if any) with the Term Loans and the Revolving Credit Loans, (d) the Additional Term Loan Commitments and the Additional Revolving Credit Commitments shall be in a minimum amount of $25,000,000 and shall not exceed in the aggregate One Hundred Million and 00/100 Dollars ($100,000,000.00), (c) the Term Loans made pursuant to any for all Additional Term Loan Commitment (the “Commitments and Additional Term Loans”) will amortize so that (i) on each Payment Date on and after any Incremental Facility Closing Date (as herein defined) through and including the first Business Day of April, 2014, 2.5% of the aggregate principal amount of such Additional Term Loans will be due and payable, (ii) beginning on the first Business Day of July, 2014 and through and including the first Business Day of April, 2016, 6.67% of the aggregate principal amount of such Additional Term Loans will be due and payable, Revolving Credit Commitments $75,000,000 and (iii) a final payment of the remaining principal balance of such Additional Term Loans will be due and payable on the Expiration Date; for the avoidance of doubt, the amortization payments due with respect to any Additional Term Loans are in addition to the amortization payments due pursuant to Section 3.2 [Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms], and (de) other than amortization as set forth in the preceding clause (c)or maturity date, the loans to be made pursuant to the Additional Term Loan Commitment shall have the same terms as the Term Loan (the “Existing Term Loan”) existing immediately prior to the effectiveness of such Additional Term Loan Commitment (except as otherwise agreed by the Administrative Agent and any existing Lenders agreeing to provide, and additional lending institutions agreeing to provide, a commitment in respect of such Additional Term Loan Commitment, provided that any such agreement shall affect solely the terms of such Additional Term Loan Commitment and not any other Loan or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 11.1 [Modifications, Amendments or Waivers] without reference to this Section 3.3 [Additional Commitment]2.10). Any request for an ; provided that, without the prior written consent of the Required Lenders, the Additional Term Loan Commitment and an Additional Revolving Credit Commitment made on shall not have (a) a maturity date earlier than the same date shall constitute one Maturity Date or (1b) request a weighted average life that is shorter than that of the two then-remaining weighted average life of the Existing Term Loans (2) requests permitted under this Sectionas originally in effect prior to any amortization or prepayments thereto). Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide the Additional Commitment shall be reasonably satisfactory to the Borrower and, to the extent the Administrative Agent’s consent would be required under Section 11.8 [Successors and Assigns] for an assignment of Term Loans or Revolving Credit Commitments, as applicable, the Administrative Agent (any such bank, financial institution, existing Lender or other Person is an “Additional Lender”) and shall become a Lender under this Agreement pursuant to an amendment (the “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 3.3 [Additional Commitment]2.10, and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of the Additional Commitment shall become Commitments under this Agreement after giving effect to such Incremental Facility Amendment. The Subject to the provisions of Section 11.1 [Modifications, Amendments and Waivers] requiring all Lender approval, the Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 3.3 [Additional Commitment]2.10, and shall be, to the extent not consistent with the then-existing Loan Documents, reasonably satisfactory to the Administrative Agent. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the applicable conditions (as reasonably determined by the Administrative Agent) set forth in Section Sections 7.1.1(ii) and 7.2 [Each Additional Loan or Letter Conditions of Lending and Issuance of Letters of Credit]] (it being understood that all references to the Closing Date in such Section 7.1.1(ii) [Conditions of Lending and Issuance of Letters of Credit] shall be deemed to refer to the Incremental Facility Closing Date and (y) with respect to any Additional Commitment to finance a Permitted Acquisition, the conditions set forth in Sections 7.1.1(ii) and 7.2 [Conditions of Lending and Issuance of Letters of Credit] may be waived by the Lenders holding a majority in principal amount of the Additional Commitment without the consent of any other Lender, provided that the accuracy of the Specified Representations may not be waived without the consent of the Required Lenders), and except as otherwise specified in the Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and secretary’s other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Article 7 Sections 7.1.1(ii) and 7.2 [Conditions of Lending and Issuance of Letters of Credit]. The proceeds of the Additional Commitment may be used in accordance with Section 2.8 [Use of Proceeds] but not for any purpose otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 3.3 [Additional Commitment]2.10, no existing Lender shall be obligated to provide Additional Commitments.

Additional Commitment. (ia) Subject to the terms and conditions set forth herein, the Borrower may at any time, but not more often than two (2) times time or from time to time during the term of this Agreement, request to add an additional term loan commitment (the “Additional Term Loan Commitment”) and/or an one or more additional revolving credit commitment commitments (the “Additional Revolving Credit Commitment”each, and collectively with the Additional Term Loan Commitment, the “an "Additional Commitment”") provided that (a) immediately prior to and after giving effect to such Additional Commitment (and the making of any loans pursuant thereto), (i) no Event of Default or Potential Default has occurred or is continuing or shall result therefrom; therefrom and (ii) the Loan Parties shall be in pro forma compliance (including giving pro forma effect to such Additional Commitment and the making of any loans pursuant thereto) with the covenant contained in Section 8.2.14 [Maximum Consolidated Leverage Ratio], (b) the Borrower shall deliver to the Administrative Agent prior to the closing of such Additional Term Loan Commitments Commitment a Compliance Certificate as of the date of the closing of such Additional Commitment, such Compliance Certificate to give effect to such Additional Commitment to be obtained pursuant to this Section 2.10, (c) any Additional Commitment shall rank pari passu in right of payment and right of security in respect of the collateral (if any) with the Revolving Credit Loans, and (d) the Additional Revolving Credit Commitments shall be in a minimum amount of $25,000,000 and shall not exceed in the aggregate One Hundred Million and 00/100 Dollars (for all Additional Commitments $100,000,000.00), (c) the Term Loans made pursuant to any Additional Term Loan Commitment (the “Additional Term Loans”) will amortize so that (i) on each Payment Date on and after any Incremental Facility Closing Date (as herein defined) through and including the first Business Day of April, 2014, 2.5% of the aggregate principal amount of such Additional Term Loans will be due and payable, (ii) beginning on the first Business Day of July, 2014 and through and including the first Business Day of April, 2016, 6.67% of the aggregate principal amount of such Additional Term Loans will be due and payable, and (iii) a final payment of the remaining principal balance of such Additional Term Loans will be due and payable on the Expiration Date; for the avoidance of doubt, the amortization payments due with respect to any Additional Term Loans are in addition to the amortization payments due pursuant to Section 3.2 [Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms], and (d) other than amortization as set forth in the preceding clause (c), the loans to be made pursuant to the Additional Term Loan Commitment shall have the same terms as the Term Loan existing immediately prior to the effectiveness of such Additional Term Loan Commitment (except as otherwise agreed by the Administrative Agent and any existing Lenders agreeing to provide, and additional lending institutions agreeing to provide, a commitment in respect of such Additional Term Loan Commitment, provided that any such agreement shall affect solely the terms of such Additional Term Loan Commitment and not any other Loan or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 11.1 [Modifications, Amendments or Waivers] without reference to this Section 3.3 [Additional Commitment]). Any request for an Additional Term Loan Commitment and an Additional Revolving Credit Commitment made on the same date shall constitute one (1) request of the two (2) requests permitted under this Section100,000,000. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide the Additional Commitment shall be reasonably satisfactory to the Borrower and, to the extent the Administrative Agent’s consent would be required under Section 11.8 [Successors and Assigns] for an assignment of Revolving Credit Commitments, as applicable, the Administrative Agent (any such bank, financial institution, existing Lender or other Person is an “"Additional Lender”") and shall become a Lender under this Agreement pursuant to an amendment (the “"Incremental Facility Amendment”") to this Agreement, giving effect to the modifications permitted by this Section 3.3 [Additional Commitment]2.10, and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of the Additional Commitment shall become Commitments under this Agreement after giving effect to such Incremental Facility Amendment. The Subject to the provisions of Section 11.1 [Modifications, Amendments and Waivers] requiring all Lender approval, the Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 3.3 [Additional Commitment]2.10, and shall be, to the extent not consistent with the then-existing Loan Documents, reasonably satisfactory to the Administrative Agent. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (the “"Incremental Facility Closing Date”") of each of the applicable conditions (as reasonably determined by the Administrative Agent) set forth in Section Sections 7.1.1(ii) and 7.2 [Each Additional Loan or Letter Conditions of Lending and Issuance of Letters of Credit]] (it being understood that all references to the Closing Date in such Section 7.1.1(ii) [Conditions of Lending and Issuance of Letters of Credit] shall be deemed to refer to the Incremental Facility Closing Date and (y) with respect to any Additional Commitment to finance a Permitted Acquisition, the conditions set forth in Sections 7.1.1(ii) and 7.2 [Conditions of Lending and Issuance of Letters of Credit] may be waived by the Lenders holding a majority in principal amount of the Additional Commitment without the consent of any other Lender, provided that the accuracy of the Specified Representations may not be waived without the consent of the Required Lenders), and except as otherwise specified in the Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and secretary’s other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Article 7 Sections 7.1.1(ii) and 7.2 [Conditions of Lending and Issuance of Letters of Credit]. The proceeds of the Additional Commitment may be used in accordance with Section 2.8 [Use of Proceeds] but not for any purpose otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 3.3 [Additional Commitment]2.10, no existing Lender shall be obligated to provide Additional Commitments.