Common use of Incremental Availability Clause in Contracts

Incremental Availability. Subject to the terms and conditions set forth herein, Borrowers shall have the right, at any time and from time to time prior to the Revolver Termination Date but on not more than three occasions and in minimum increments of $50,000,000 per occasion, to incur additional Indebtedness under this Agreement in the form of an increase to the Revolver Commitments (the “Incremental Revolving Facility”) by an aggregate principal amount of up to $300,000,000; provided, that no Default or Event of Default shall have occurred and be continuing. The following terms and conditions shall apply to the Incremental Revolving Facility: (i) the loans made under the Incremental Revolving Facility shall constitute Obligations and will be secured and guaranteed with the other Obligations on a pari passu basis, (ii) such Incremental Revolving Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (iii) Borrowers shall execute a Note in favor of any requesting new Lender or any existing Lender requesting a Note whose Revolver Commitment is increased, (iv) Agent shall have received evidence that all requisite corporate (or equivalent) action on behalf of Obligors in connection with the Incremental Revolving Facility shall have been taken, which evidence shall be in form and substance reasonably satisfactory to Agent, and (v) Agent shall have received from Borrowers and Guarantors such other customary documentation as it deems reasonably necessary in connection with the Incremental Revolving Facility, including, without limitation, such documentation to evidence, preserve and protect the Liens granted pursuant to the Credit Documents. Participation in the Incremental Revolving Facility shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or any portion of the Incremental Revolving Facility. If the amount of the Incremental Revolving Facility requested by Borrowers shall exceed the commitments which the existing Lenders are willing to provide with respect to such Incremental Revolving Facility, then Borrowers may invite other banks, financial institutions and investment funds that satisfy clause (b) of the definition of “Eligible Assignee” or that are otherwise reasonably acceptable to Agent to join this Agreement as Lenders hereunder for the portion of such Incremental Revolving Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder or assignment agreements to give effect thereto as Agent may reasonably request. Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other document as may be necessary to incorporate the terms of any new Incremental Revolving Facility therein. Any loans made pursuant to the Incremental Revolver Facility shall have the same terms (including, but not limited to, interest rate, maturity date, voting rights and rights to receive the proceeds of prepayments) as the existing Revolver Loans and shall be considered Revolver Loans hereunder.

Incremental Availability. Subject to the terms and conditions set forth herein, Borrowers Borrower shall have the right, at any time and from time to time prior to the Revolver Termination third anniversary of the Closing Date (but on not more than three occasions and in minimum increments of $50,000,000 per occasion, once) to incur additional Indebtedness under this Agreement in the form of an increase to the Revolver Commitments (the “Incremental Revolving Facility”) by an aggregate principal amount of up to $300,000,00010,000,000 (the “Incremental Facility”); provided, that no Default or Event of Default shall have occurred and be continuing. The following terms and conditions shall apply to the Incremental Revolving Facility: (i) the loans made under the Incremental Revolving Facility shall constitute Obligations and will be secured and guaranteed with the other Obligations on a pari passu basis, (ii) the loans made under the Incremental Facility shall have the same terms (including interest rate, amortization and maturity date) as the existing Term Loans, (iii) such Incremental Revolving Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (iiiiv) Borrowers Borrower shall execute a Note promissory note in favor of any requesting new Lender or any existing Lender requesting a Note promissory whose Revolver Commitment is increased, (ivv) the conditions in Section 4.2 shall have been satisfied, (vi) Administrative Agent shall have received evidence that all requisite corporate (or equivalent) action on behalf of Obligors and proceedings in connection with the Incremental Revolving Facility shall have been taken, taken which evidence shall be in form and substance reasonably satisfactory to Agent, Administrative Agent and (vvii) Administrative Agent shall have received from Borrowers and Guarantors the Credit Parties such other customary documentation as it deems reasonably necessary in connection with the Incremental Revolving Facility, including, without limitation, such documentation to evidence, preserve and protect the Liens granted pursuant to the Credit Documentsnecessary. Participation in the Incremental Revolving Facility shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or any portion of the Incremental Revolving Facility. If the amount of the Incremental Revolving Facility requested by Borrowers Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Incremental Revolving Facility, then Borrowers Borrower may invite other banks, financial institutions and investment funds that satisfy clause (b) of the definition of “Eligible Assignee” or that are otherwise reasonably acceptable to Administrative Agent to join this Agreement as Lenders hereunder for the portion of such Incremental Revolving Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder or assignment agreements to give effect thereto as Administrative Agent may reasonably request. Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other document as may be necessary to incorporate the terms of any new Incremental Revolving Facility therein. Any loans made pursuant to the Incremental Revolver Facility shall have the same terms (including, but not limited to, interest rate, maturity date, voting rights and rights to receive the proceeds of prepayments) as the existing Revolver Loans and shall be considered Revolver Loans hereunder.

Incremental Availability. Subject to the terms and conditions set forth herein, Borrowers shall have the right, at any time and from time to time prior to the Revolver Termination third anniversary of the Closing Date (but on not more than three occasions and in minimum increments of $50,000,000 per occasion, once) to incur additional Indebtedness under this Agreement in the form of an increase to the Revolver Commitments Maximum Credit (the “Incremental Revolving Facility”) by an aggregate principal amount of up to $300,000,00015,000,000; provided, that no Default or Event of Default shall have occurred and be continuing. The following terms and conditions shall apply to the Incremental Revolving Facility: (i) the loans made under the Incremental Revolving Facility shall constitute Obligations and will be secured and guaranteed with the other Obligations on a pari passu basis, (ii) such Incremental Revolving Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (iii) Borrowers shall execute a Revolving Note in favor of any requesting new Lender or any existing Lender requesting a Revolving Note whose Revolver Commitment is increased, (iv) the conditions in Section 4.2 shall have been satisfied, (v) Administrative Agent shall have received evidence that all requisite corporate (or equivalent) action on behalf of Obligors and proceedings in connection with the Incremental Revolving Facility shall have been taken, taken which evidence shall be in form and substance reasonably satisfactory to Agent, Administrative Agent and (vvi) Administrative Agent shall have received from Borrowers and Guarantors such other customary documentation as it deems reasonably necessary in connection with the Incremental Revolving Facility, including, without limitation, such documentation to evidence, preserve and protect the Liens granted pursuant to the Credit Documentsnecessary. Participation in the Incremental Revolving Facility shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or any portion of the Incremental Revolving Facility. If the amount of the Incremental Revolving Facility requested by Borrowers shall exceed the commitments which the existing Lenders are willing to provide with respect to such Incremental Revolving Facility, then Borrowers may invite other banks, financial institutions and investment funds that satisfy clause (b) of the definition of “Eligible Assignee” or that are otherwise reasonably acceptable to Administrative Agent to join this Agreement as Lenders hereunder for the portion of such Incremental Revolving Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder or assignment agreements to give effect thereto as Administrative Agent may reasonably request. Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other document as may be necessary to incorporate the terms of any new Incremental Revolving Facility therein. Any loans made pursuant to the Incremental Revolver Facility shall have the same terms (including, but not limited to, interest rate, maturity date, voting rights and rights to receive the proceeds of prepayments) as the existing Revolver Loans and shall be considered Revolver Loans hereunder.

Incremental Availability. Subject to the terms and conditions set forth herein, Borrowers shall have the right, at any time and from time to time prior to the Revolver Termination fourth anniversary of the Amendment No. 6 Effective Date (but on not more than three occasions and in minimum increments of $50,000,000 per occasion, once) to incur additional Indebtedness under this Agreement in the form of an increase to the Revolver Commitments (the “Incremental Revolving Facility”) by an aggregate principal amount of up to $300,000,00050,000,000; provided, that no Default or Event of Default shall have occurred and be continuing. The following terms and conditions shall apply to the Incremental Revolving Facility: (i) the loans made under the Incremental Revolving Facility shall constitute Obligations and will be secured and guaranteed with the other Obligations on a pari passu basis, (ii) such Incremental Revolving Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (iii) Borrowers shall execute a Note in favor of any requesting new Lender or any existing Lender requesting a Note whose Revolver Commitment is increased, (iv) the conditions in Section 6.2 shall have been satisfied, (v) Agent shall have received evidence that all requisite corporate (or equivalent) action on behalf of Obligors and proceedings in connection with the Incremental Revolving Facility shall have been taken, taken which evidence shall be in form and substance reasonably satisfactory to Agent, Agent and (vvi) Agent shall have received from Borrowers and Guarantors such other customary documentation as it deems reasonably necessary in connection with the Incremental Revolving Facility, including, without limitation, such documentation to evidence, preserve and protect the Liens granted pursuant to the Credit Documentsnecessary. Participation in the Incremental Revolving Facility shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or any portion of the Incremental Revolving Facility. If the amount of the Incremental Revolving Facility requested by Borrowers shall exceed the commitments which the existing Lenders are willing to provide with respect to such Incremental Revolving Facility, then Borrowers may invite other banks, financial institutions and investment funds that satisfy clause (b) of the definition of “Eligible Assignee” or that are otherwise reasonably acceptable to Agent to join this Agreement as Lenders hereunder for the portion of such Incremental Revolving Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder or assignment agreements to give effect thereto as Agent may reasonably request. Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other document as may be necessary to incorporate the terms of any new Incremental Revolving Facility therein. Any loans made pursuant to the Incremental Revolver Facility shall have the same terms (including, but not limited to, interest rate, maturity date, voting rights and rights to receive the proceeds of prepayments) as the existing Revolver Loans and shall be considered Revolver Loans hereunder.