Common use of Incremental Commitment Clause in Contracts

Incremental Commitment. (a) Effective as of the Incremental Effective Date, (i) the Incremental Lender hereby agrees to provide the Incremental Commitment in the amount set forth opposite its name under the column entitled “Incremental Commitment” on Schedule I attached hereto and (ii) the Incremental Lender hereby agrees to become a party to the Credit Agreement as a Lender and to be bound by all of the terms and provisions thereof. The Administrative Agent hereby consents to the Incremental Lender providing its Incremental Commitment (to the extent such consent is required pursuant to Section 2.21 of the Credit Agreement). The parties hereto hereby agree that on the Incremental Effective Date (after giving effect to the Incremental Commitment effected hereby), (i) the Incremental Lender shall become a Lender party to the Credit Agreement with a Commitment equal to its Incremental Commitment effected hereby, (ii) the total Commitments under the Credit Agreement shall increase by the aggregate principal amount of the Incremental Commitment of the Incremental Lender effected hereby and (iii) there shall be an automatic adjustment to the Applicable Percentage of each Lender in the aggregate outstanding LC Exposure to reflect the new Applicable Percentage of each Lender in the aggregate outstanding LC Exposure resulting from the Incremental Commitment as provided in Section 2.21 of the Credit Agreement. (b) The Incremental Commitment effected hereby shall (i) become a part of the Commitments for all purposes of the Credit Agreement and the other Loan Documents and (ii) together with all related Loans and LC Exposure, be subject to the same Applicable Percentage, prepayment provisions, Maturity Date and other terms and conditions applicable to the Commitments, Loans and LC Exposure under the Credit Agreement and the other Loan Documents. (c) If, on the Incremental Effective Date, there are any Revolving Loans outstanding (the “Existing Revolving Loans”), such Existing Revolving Loans shall on the Incremental Effective Date be prepaid from the proceeds of additional Revolving Loans (deemed to be made after giving effect to the Incremental Commitment effected hereby), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16 of the Credit Agreement, such that after giving effect to such prepayment and such new Revolving Loans, all Revolving Loans will be held by existing Lenders and the Incremental Lender ratably in accordance with their Applicable Percentages after give effect to the Incremental Effective Date and the Incremental Commitment effected hereby.

Incremental Commitment. (a) Effective At any time prior to June 30, 2000, the Borrower may solicit from the Banks an increase in the Commitment of up to $50,000,000; provided, however, that the Borrower may not request such increase at any time that a Possible Default or an Event of Default has occurred and is continuing. With such solicitation, the Borrower shall deliver to the Administrative Agent and the Banks revised projections for the period from the date of such solicitation through the Termination Date which shall be in form and substance reasonably satisfactory to the Administrative Agent and shall demonstrate the Borrower's ability to timely repay the Loans, assuming the Commitment as increased pursuant to this Section is fully drawn, and to comply with the financial covenants contained in Section 8. No Bank shall be obligated to increase its share of the Commitment beyond the maximum amount it has agreed to lend as of the Incremental Effective Closing Date, (i) the Incremental Lender hereby agrees and no Bank shall be removed as a Bank for failure to provide the Incremental Commitment agree to such increase. If any Bank desires to participate in such increase in the Commitment (a "Consenting Bank"), such Bank shall notify the Administrative Agent and the Borrower of the amount set forth opposite by which it desires to increase its name under commitment hereunder. The Commitment shall be increased by the column entitled “Incremental Commitment” on Schedule I attached hereto and (ii) aggregate amount that the Incremental Lender hereby agrees Consenting Banks are willing to become increase their respective commitments hereunder, but in no event shall the Commitment by increased pursuant to this Section by more than $50,000,000. The aggregate increase in the Commitment shall be shared pro rata by all Consenting Banks or in such other ratio as the Consenting Banks agree among themselves. The Borrower shall deliver to each Consenting Bank a party to new Note reflecting the Credit Agreement as a Lender and to be bound by increase in its commitment hereunder. The Ratable Shares of all of the terms and provisions thereof. The Administrative Agent hereby consents to the Incremental Lender providing its Incremental Commitment (to the extent such consent is required pursuant to Section 2.21 of the Credit Agreement). The parties hereto hereby agree that on the Incremental Effective Date (after giving effect to the Incremental Commitment effected hereby), (i) the Incremental Lender shall become a Lender party to the Credit Agreement with a Commitment equal to its Incremental Commitment effected hereby, (ii) the total Commitments under the Credit Agreement shall increase by the aggregate principal amount of the Incremental Commitment of the Incremental Lender effected hereby and (iii) there Banks shall be an automatic adjusted to reflect such increase in the Commitment, and Schedule 1.1 shall be deemed modified to reflect such adjustment to the Applicable Percentage Ratable Shares of each Lender the Banks. Any fees payable in connection with such increase in the aggregate outstanding LC Exposure to reflect the new Applicable Percentage of each Lender in the aggregate outstanding LC Exposure resulting from the Incremental Commitment as provided in Section 2.21 of the Credit Agreement. (b) The Incremental Commitment effected hereby shall (i) become a part of the Commitments for all purposes of the Credit Agreement and the other Loan Documents and (ii) together with all related Loans and LC Exposure, be subject payable only to the same Applicable PercentageAgents, prepayment provisions, Maturity Date and other terms and conditions applicable with respect to - 45 - 52 fees payable to the CommitmentsAgents, Loans and LC Exposure under the Credit Agreement and the other Loan Documents. (c) If, on the Incremental Effective Date, there are any Revolving Loans outstanding (the “Existing Revolving Loans”), such Existing Revolving Loans shall on the Incremental Effective Date be prepaid from the proceeds of additional Revolving Loans (deemed to be made after giving effect to the Incremental Commitment effected hereby)Consenting Banks, which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16 of the Credit Agreement, such that after giving effect to such prepayment and such new Revolving Loans, all Revolving Loans will be held by existing Lenders and the Incremental Lender ratably in accordance with their Applicable Percentages after give effect to the Incremental Effective Date and the Incremental Commitment effected herebycapacity as Consenting Banks.

Incremental Commitment. The Borrower may also, but is not required to, specify any fees offered to those Lenders (athe “Increasing Lenders”) Effective that agree to increase the principal amount of their Revolving Commitments, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Revolving Commitment. Each Increasing Lender shall as soon as practicable, and in any case within 15 days following receipt of such notice, specify in a written notice to the Incremental Effective Date, (i) Borrower and the Incremental Lender hereby agrees to provide Administrative Agent the amount of such proposed Incremental Commitment in that it is willing to provide. No Lender (or any successor thereto) shall have any obligation, express or implied, to offer to increase the aggregate principal amount set forth opposite of its name under the column entitled “Incremental Revolving Commitment” on Schedule I attached hereto , and (ii) the Incremental Lender hereby agrees to become a party to the Credit Agreement as any decision by a Lender and to increase its Revolving Commitment shall be bound by all made in its sole discretion independently from any other Lender. Only the consent of the terms and provisions thereof. The Administrative Agent hereby consents to the Incremental Lender providing its Incremental Commitment (to the extent such consent is required pursuant to Section 2.21 of the Credit Agreement). The parties hereto hereby agree that on the Incremental Effective Date (after giving effect to the Incremental Commitment effected hereby), (i) the Incremental each Increasing Lender shall become a Lender party to the Credit Agreement with a Commitment equal to its Incremental Commitment effected hereby, (ii) the total Commitments under the Credit Agreement shall be required for an increase by in the aggregate principal amount of the Revolving Commitments pursuant to this Section. No Lender which declines to increase the principal amount of its Revolving Commitment may be replaced with respect to its existing Revolving Commitment as a result thereof without such Lender’s consent. If any Lender shall fail to notify the Borrower and the Administrative Agent in writing about whether it will increase its Revolving Commitment within 15 days after receipt of such notice, such Lender shall be deemed to have declined to increase its Revolving Commitment. The Borrower may accept some or all of the offered amounts or designate new lenders that are acceptable to the Administrative Agent (such approval not to be unreasonably withheld or delayed) as additional Lenders hereunder in accordance with this Section (the “Additional Lenders”), which Additional Lenders may assume all or a portion of such Incremental Commitment Commitment. The Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of such Incremental Commitments among the Increasing Lenders and the Additional Lenders. The sum of the increase in the Revolving Commitments of the Increasing Lenders plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Incremental Lender effected hereby and (iii) there shall be an automatic adjustment to the Applicable Percentage of each Lender in the aggregate outstanding LC Exposure to reflect the new Applicable Percentage of each Lender in the aggregate outstanding LC Exposure resulting from the Incremental Commitment as provided in Section 2.21 of the Credit AgreementAmount. (b) The Incremental Commitment effected hereby shall (i) become a part of the Commitments for all purposes of the Credit Agreement and the other Loan Documents and (ii) together with all related Loans and LC Exposure, be subject to the same Applicable Percentage, prepayment provisions, Maturity Date and other terms and conditions applicable to the Commitments, Loans and LC Exposure under the Credit Agreement and the other Loan Documents. (c) If, on the Incremental Effective Date, there are any Revolving Loans outstanding (the “Existing Revolving Loans”), such Existing Revolving Loans shall on the Incremental Effective Date be prepaid from the proceeds of additional Revolving Loans (deemed to be made after giving effect to the Incremental Commitment effected hereby), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16 of the Credit Agreement, such that after giving effect to such prepayment and such new Revolving Loans, all Revolving Loans will be held by existing Lenders and the Incremental Lender ratably in accordance with their Applicable Percentages after give effect to the Incremental Effective Date and the Incremental Commitment effected hereby.

Incremental Commitment. (aThe Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocations of such Incremental Commitment and the Increase Effective Date. Conditions to Effectiveness of Increase. Each Incremental Commitment shall become(d) Effective effective as of the Incremental applicable Increase Effective Date, (i; provided: no Default or Event of Default shall exist on such Increase Effective Date(i) the Incremental Lender hereby agrees immediately prior to provide the Incremental Commitment in the amount set forth opposite its name under the column entitled “Incremental Commitment” on Schedule I attached hereto and (ii) the Incremental Lender hereby agrees to become a party to the Credit Agreement as a Lender and to be bound by all of the terms and provisions thereof. The Administrative Agent hereby consents to the Incremental Lender providing its Incremental Commitment (to the extent such consent is required pursuant to Section 2.21 of the Credit Agreement). The parties hereto hereby agree that on the Incremental Effective Date (or after giving effect to the (A) such Incremental Commitment effected hereby), or (iB) the Incremental Lender shall become making of any Extensions of Credit pursuant thereto; the Borrower is in pro forma compliance on a Lender party Pro Forma Basis with the financial(ii) covenants set forth in Section 9.13 based on the financial statements most recently delivered pursuant to the Credit Agreement with a Commitment equal Section 8.1 after giving effect to its such Incremental Commitment (assuming that the entire applicable Incremental Term Loan and/or Revolving Commitment Increase is fully funded on the effective date thereof and giving effect to any permanent repayment of Indebtedness in connection therewiththe use of proceeds thereof, but without netting the proceeds thereof); each such Incremental Commitment shall be effected herebypursuant to an amendment(iii) (an “Incremental Amendment”) to this Agreement and, (ii) as appropriate, the total Commitments under the Credit Agreement shall increase other Loan Documents, executed by the aggregate principal amount Borrower, the Administrative Agent and the applicable Incremental Lenders, which Incremental Amendment may, without the consent of the Incremental Commitment of the Incremental Lender effected hereby and (iii) there shall be an automatic adjustment any other Lenders, effect such amendments to the Applicable Percentage of each Lender in the aggregate outstanding LC Exposure to reflect the new Applicable Percentage of each Lender in the aggregate outstanding LC Exposure resulting from the Incremental Commitment as provided in Section 2.21 of the Credit Agreement. (b) The Incremental Commitment effected hereby shall (i) become a part of the Commitments for all purposes of the Credit this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.7; in the case of each Incremental Term Loan (the terms of which shall be set forth(iv) in the relevant Incremental Amendment): such Incremental Term Loan will mature and (iiamortize in a manner(A) together with all related Loans and LC Exposure, be subject reasonably acceptable to the same Incremental Lenders making such Incremental Term Loan and the Borrower, but will not in any event have a maturity date earlier than the Latest Maturity Date; the Applicable PercentageMargin and pricing grid, prepayment provisionsif applicable, Maturity for such(B) Incremental Term Loan shall be determined by the applicable Incremental Lenders and the Borrower on the applicable Increase Effective Date and shall be consistent with then current market conditions; and except as provided above, all other terms and conditions applicable to(C) any Incremental Term Loan, to the Commitmentsextent not consistent with the terms and conditions of this Agreement prior to giving effect thereto, Loans and LC Exposure under shall be reasonably satisfactory to the Credit Agreement Administrative Agent and the other Loan Documents. Borrower (c) If, on the Incremental Effective Date, there are any Revolving Loans outstanding (the “Existing Revolving Loans”), but in no event shall such Existing Revolving Loans shall on the Incremental Effective Date be prepaid from the proceeds of additional Revolving Loans (deemed to be made after giving effect to the Incremental Commitment effected hereby), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid terms and any costs incurred by any Lender in accordance with Section 2.16 of the Credit Agreement, such that after giving effect to such prepayment and such new Revolving Loans, all Revolving Loans will be held by existing Lenders and the Incremental Lender ratably in accordance with their Applicable Percentages after give effect to the Incremental Effective Date and the Incremental Commitment effected hereby.conditions 39 87048192_27

Incremental Commitment. (a) Effective as Pursuant to Section 2.06(f) of the Incremental Effective DateCredit Agreement and subject to the terms and conditions hereof, (i) the each Incremental Lender hereby agrees to provide the Incremental Commitment in the amount set forth opposite make its name under the column entitled “Incremental Commitment” on Schedule I attached hereto and (ii) the Incremental Lender hereby agrees to become a party to the Credit Agreement as a Lender and to be bound by all of the terms and provisions thereof. The Administrative Agent hereby consents to the Incremental Lender providing its Incremental Commitment (to the extent such consent is required pursuant to Section 2.21 of the Credit Agreement). The parties hereto hereby agree that on the Incremental Effective Date (after giving effect to the Incremental Commitment effected hereby), (i) the Incremental Lender shall become a Lender party to the Credit Agreement with a Commitment equal to its Incremental Commitment effected hereby, (ii) the total Commitments under the Credit Agreement shall increase by the aggregate principal amount respective portion of the Incremental Commitment to the Borrower effective on and as of the Incremental Lender effected hereby and (iii) there shall be an automatic adjustment to the Applicable Percentage of each Lender in the aggregate outstanding LC Exposure to reflect the new Applicable Percentage of each Lender in the aggregate outstanding LC Exposure resulting from the Incremental Commitment as provided in Section 2.21 of the Credit Agreement. (b) Effective Date. The Incremental Commitment effected hereby shall (i) become constitute an additional “Commitment” in the form of a part of the Commitments “Dollar Commitment” or a “Multicurrency Commitment” and a “Commitment Increase” for all purposes of the Credit Agreement and the other Loan Documents Documents, and the Effective Date shall be the “Commitment Increase Date” of each Incremental Commitment for purposes of Section 2.06(f) of the Credit Agreement. (iib) together with all related The terms and provisions of any new Loans issued by the Incremental Lenders and LC Exposurethe Incremental Commitment of such Incremental Lender shall, as applicable, be subject identical to the same Applicable Percentage, prepayment provisions, Maturity Date other Dollar Commitments and other terms and conditions applicable to the Commitments, Loans and LC Exposure Multicurrency Commitments (as applicable) made under the Credit Agreement and immediately prior to the other Loan DocumentsEffective Date. (c) If, on On the Incremental Effective Date, there in connection with the adjustments, if any, to any outstanding Dollar Loans, Multicurrency Loans and participation interests contemplated by Section 2.06(f)(iv) of the Credit Agreement, each applicable Incremental Lender shall make a payment to the Administrative Agent, for the account of the other Dollar Lenders or Multicurrency Lenders, as applicable, in an amount calculated by the Administrative Agent in accordance with such section, so that after giving effect to such payment and to the distribution thereof to the other Dollar Lenders or Multicurrency Lenders, as applicable, in accordance with such section, the Dollar Loans or Multicurrency Loans, as applicable, are any Revolving Loans outstanding held ratably by the Dollar Lenders or Multicurrency Lenders, as applicable, in accordance with the respective Dollar Commitments of such Dollar Lenders or Multicurrency Commitments of such Multicurrency Lenders, as applicable (the “Existing Revolving Loans”), such Existing Revolving Loans shall on the Incremental Effective Date be prepaid from the proceeds of additional Revolving Loans (deemed to be made after giving effect to the Incremental Commitment effected hereby)and any other Commitment Increases, which prepayment shall be accompanied by accrued interest if any, occurring on the Revolving Loans being prepaid Effective Date). (d) As of the Effective Date, each Assuming Lender shall become a “Dollar Lender” and a “Lender” under the Credit Agreement and shall have all rights and obligations of a Dollar Lender and a Lender under the Credit Agreement and any costs incurred by any Lender in accordance with Section 2.16 other documents or instruments delivered pursuant thereto. (e) Schedule 1.01(b) of the Credit Agreement, such that after giving effect Agreement is hereby amended and restated to such prepayment and such new Revolving Loans, all Revolving Loans will be held by existing Lenders and the Incremental Lender ratably in accordance with their Applicable Percentages after give effect to the Incremental Effective Date and the Incremental Commitment effected herebyread as provided on Schedule 1.01(b) attached hereto as Axxxx XX.