Common use of Incremental Increase Clause in Contracts

Incremental Increase. The Borrower Representative may, with the written consent of Agent (such consent not to be unreasonably withheld or delayed), elect to request an increase in the Aggregate Revolving Loan Commitment (each, an “Incremental Increase”) by an aggregate amount during the term hereof not in excess of $215,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that such Incremental Increase shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such request is delivered to Agent. Upon receipt of such request, solely to the extent Agent consents thereto, Agent (or its Affiliates) shall use their commercially reasonable efforts to arrange a group of lenders to provide such Incremental Increase, which group may consist of existing Lenders or any other Persons reasonably acceptable to each of Agent and the Borrower Representative to the extent any existing Lender chooses not to participate in such Incremental Increase and participating Lenders elect not to increase their respective pro rata shares as set forth below, if applicable. Any Lender may elect or decline, in its sole discretion, to provide any portion of an Incremental Increase pro rata in accordance with its Commitment Percentage; provided, that any declining Lender will be provided the first opportunity to participate in such Incremental Increase to the extent of its pro rata share at any time and each time the economic terms associated therewith (including terms relating to interest rates, closing fees and similar issues) are changed. In the event that any Lender declines to participate in such Incremental Increase in the full amount of its pro rata share, the other Lenders that have agreed to participate in such Incremental Increase shall have the option to increase their participation (ratably as to the participating Lenders) in the remaining amount of such Incremental Increase. Each such Incremental Increase shall become effective, as of such Increased Amount Date; provided, that (i) the terms and provisions of this Agreement and the other Loan Documents applicable to each Incremental Increase shall (when effective) be identical to the Revolving Loans set forth herein other than economic terms as set forth in this Section 1.15, (ii) each Incremental Increase shall be in a minimum amount of $50,000,000, (iii) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Increase; (iv) all availability thresholds contained herein (including, without limitation, the Availability Block and Trigger Event) shall be correspondingly increased to account for such Incremental Increase; (v) such Incremental Increase shall be effected pursuant to one or more amendments, amendments and restatements or similar agreements executed and delivered by the Credit Parties, Agent, the Lenders who have agreed to provide such Incremental Increase and any new Lender who is to provide a portion of the Incremental Increase (the joinder of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 9.9); and (vi) the Borrower Representative shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Agent in connection with any such transaction. If the interest rate (including interest rate margins and floors) hereunder (after giving effect to such Incremental Increase) on any such Incremental Increase is greater than the corresponding interest rate (including interest margins and floors) then applicable to the Loans (the “Yield Differential”), then the corresponding terms in effect for all Loans hereunder shall automatically be increased by the Yield Differential, effective as of the Increased Amount Date. Notwithstanding anything to the contrary contained in this Agreement, the amendments described in clauses (iv) and (v) above shall not require Required Lender consent (or other Lender consent hereunder), as long as such amendments are consistent with this Section 1.15. Upon each Incremental Increase pursuant to this Section 1.15, (x) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Incremental Increase (each, an “Incremental Increase Lender”) in respect of such increase, and each such Incremental Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in the Letters of Credit and (ii) participations hereunder in Swing Loans held by each Lender (including each such Incremental Increase Lender) will equal the percentage of the Aggregate Revolving Loan Commitment of all Lenders represented by such Lender’s Revolving Loan Commitment and (y) if, on such Increased Amount Date, there are any Revolving Loans outstanding, additional Revolving Loans shall be made hereunder (reflecting such increase in Revolving Loan Commitments) and the proceeds thereof shall be used by Agent to prepay a portion of the outstanding Revolving Loans upon the effectiveness of such Incremental Increase such that, after giving effect to such prepayments, the percentage of the aggregate outstanding Revolving Loans held by each Lender (including each such Incremental Increase Lender) will equal the percentage of the Aggregate Revolving Loan Commitment of all Lenders represented by such Lender’s individual Revolving Loan Commitment. Each such prepayment shall be applied to outstanding Loans or groups of Loans bearing interest at different rates in such order of priority as may be specified by the Borrower Representative, and shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 10.4. Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Increase. The Borrower Representative may, with Company may at any time prior to the written consent of Agent date which is two (such consent not to be unreasonably withheld or delayed), 2) years following the Closing Date elect to request in writing an increase in the Aggregate Revolving Term Loan Commitment Commitments (each, an the “Incremental Increase”) by an aggregate amount during the term hereof not in excess of $215,000,00075,000,000. Each such notice Such request shall specify the date (each, an the “Increased Amount Date”) on which the Borrower Representative Company proposes that such the Incremental Increase shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such the request is delivered to the Administrative Agent. Upon receipt of such request, solely to the extent Agent consents thereto, Agent (or its Affiliates) shall use their commercially reasonable efforts to arrange a group of lenders to provide such Incremental Increase, which group may consist of existing Lenders or any other Persons reasonably acceptable to as well as each of Agent and the Borrower Representative to the extent any existing Lender chooses not or proposed additional lender that shall have agreed to participate in such the Incremental Increase and participating Lenders elect (each of which Persons, for clarity, shall be approved by the Administrative Agent (such approval not to increase their respective pro rata shares as set forth belowunreasonably withheld, if applicableconditioned or delayed)). Any For clarity, any Lender may elect or decline, in its sole discretion, to provide any portion of an Incremental Increase pro rata in accordance with its Commitment Percentage; provided, that any declining Lender will be provided the first opportunity to participate in such Incremental Increase to the extent of its pro rata share at any time and each time the economic terms associated therewith (including terms relating to interest rates, closing fees and similar issues) are changed. In the event that any Lender declines to participate in such Incremental Increase in the full amount of its pro rata share, the other Lenders that have agreed to participate in such Incremental Increase shall have the option to increase their participation (ratably as to the participating Lenders) in the remaining amount of such Incremental Increase. Each such The Incremental Increase shall become effective, as of such the Increased Amount Date; provided, that (i) the terms and provisions of this Agreement and the other Loan Documents applicable to each the Incremental Increase shall (when effective) be identical to the Revolving Term Loans set forth herein herein; provided, in the event that the agreed yield on the Incremental Increase (taking into account interest margins, interest rate floors, upfront fees and original issue discount with respect to the Incremental Increase, with upfront fees and original issue discount being equated to interest margins based on an assumed five year life to maturity, but exclusive of any arrangement, syndication, structuring, commitment or other than economic terms similar fees payable to the arranger of the Incremental Increase in connection therewith (regardless of how such fees are computed)) exceeds the yield on the existing Term Loans hereunder (determined as set forth provided in this Section 1.15the immediately preceding parenthetical and including, for the avoidance of doubt, the amount of the Closing Fee (ii) each as defined in the Fee Letter)), then the interest margins for the existing Term Loans hereunder shall automatically be increased to a level such that the yield on all Term Loans is identical (it being agreed that any increase in yield to any existing Term Loan required due to the application of an interest rate floor on the Incremental Increase shall be in a minimum amount of $50,000,000effected solely through an increase therein (or implementation thereof, as applicable)); (iiiii) no Default or Event of Default shall exist on such the Increased Amount Date before or after giving effect to such the Incremental IncreaseIncrease (and the Company shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Company reflecting compliance, on a pro forma basis, with the Minimum Asset Coverage Ratio in connection therewith, as calculated using the most current Value of each applicable Portfolio Investment then available to the Company); (iviii) all availability thresholds contained herein (including, without limitation, the Availability Block and Trigger Event) shall be correspondingly increased to account for such Incremental Increase; (v) such Incremental Increase shall be effected pursuant to one or more amendments, amendments and restatements or similar agreements executed and delivered by the Credit FSEP, the Loan Parties, the Administrative Agent, the Lenders who have agreed to provide such the Incremental Increase and any new Lender who is to provide a portion of the Incremental Increase (the joinder of which shall be recorded in the Register and shall be subject to the requirements set forth in herein), which amendments, amendments and restatements or similar agreements shall, for the avoidance of doubt, include amendments to Appendix A to reflect the Incremental Increase and any new Lenders and, as applicable, to Section 9.9)2.03(c) to reflect the Incremental Increase; and (viiv) the Borrower Representative Company shall deliver or cause to be delivered any legal opinions or other documents and/or secretary’s certificates reasonably requested by the Administrative Agent in connection with any such transaction. If the interest rate (including interest rate margins and floors) hereunder (after giving effect to such Incremental Increase) on any such Incremental Increase is greater than the corresponding interest rate (including interest margins and floors) then applicable to the Loans (the “Yield Differential”), then the corresponding terms in effect for all Loans hereunder shall automatically be increased by the Yield Differential, effective as of the Increased Amount Date. Notwithstanding anything to the contrary contained in this Agreement, the amendments described in clauses clause (iv) and (viii) above shall not require Required Lender consent (or other Lender consent hereunder), as long as such amendments are consistent with this Section 1.15. Upon each Incremental Increase pursuant to this Section 1.15, (x) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Incremental Increase (each, an “Incremental Increase Lender”) in respect of such increase, and each such Incremental Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in the Letters of Credit and (ii) participations hereunder in Swing Loans held by each Lender (including each such Incremental Increase Lender) will equal the percentage of the Aggregate Revolving Loan Commitment of all Lenders represented by such Lender’s Revolving Loan Commitment and (y) if, on such Increased Amount Date, there are any Revolving Loans outstanding, additional Revolving Loans shall be made hereunder (reflecting such increase in Revolving Loan Commitments) and the proceeds thereof shall be used by Agent to prepay a portion of the outstanding Revolving Loans upon the effectiveness of such Incremental Increase such that, after giving effect to such prepayments, the percentage of the aggregate outstanding Revolving Loans held by each Lender (including each such Incremental Increase Lender) will equal the percentage of the Aggregate Revolving Loan Commitment of all Lenders represented by such Lender’s individual Revolving Loan Commitment. Each such prepayment shall be applied to outstanding Loans or groups of Loans bearing interest at different rates in such order of priority as may be specified by the Borrower Representative, and shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 10.4. Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence2.08.

Incremental Increase. The Borrower Representative may, with may request that Lenders increase the written consent size of Agent (such consent not to be unreasonably withheld or delayed), elect to request an increase in the Aggregate Revolving Loan Commitment Commitments or enter into one or more tranches of term loans (each, an “Incremental IncreaseTerm Loan” and together with any increase to the Revolving Loan Commitments, the “Incremental Facility”) by an aggregate amount during the term hereof not ), in excess each case in minimum amounts of $215,000,000. Each such notice shall specify the date (each10,000,000 and increments of $5,000,000 so long as, an “Increased Amount Date”) on which the Borrower Representative proposes that such Incremental Increase shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such request is delivered to Agent. Upon receipt of such request, solely to the extent Agent consents giving effect thereto, Agent (or its Affiliates) shall use their commercially reasonable efforts to arrange a group of lenders to provide such Incremental Increase, which group may consist of existing Lenders or any other Persons reasonably acceptable to each of Agent and the Borrower Representative to the extent any existing Lender chooses not to participate in such Incremental Increase and participating Lenders elect not to increase their respective pro rata shares as set forth below, if applicable. Any Lender may elect or decline, in its sole discretion, to provide any portion of an Incremental Increase pro rata in accordance with its Commitment Percentage; provided, that any declining Lender will be provided the first opportunity to participate in such Incremental Increase to the extent of its pro rata share at any time and each time the economic terms associated therewith (including terms relating to interest rates, closing fees and similar issues) are changed. In the event that any Lender declines to participate in such Incremental Increase in the full amount of its pro rata share, the other Lenders that have agreed to participate in such Incremental Increase shall have the option to increase their participation (ratably as to the participating Lenders) in the remaining aggregate amount of such Incremental Increase. Each increases in the Revolving Loan Commitments and all such Incremental Increase Term Loans does not exceed $25,000,000, and the Incremental Facility shall become effectivebe on terms acceptable to Agent and Lenders, as of such Increased Amount Date; provided, that including the following: (i) on a pro forma basis for the terms and provisions of this Agreement initial borrowing under any such Incremental Facility and the other Loan Documents applicable to each Incremental Increase shall (when effective) be identical to application of the Revolving Loans set forth herein other than economic terms as set forth in this Section 1.15proceeds therefrom, (ii) each Incremental Increase shall be in a minimum amount of $50,000,000, (iii) no Default or Event of Default shall exist have occurred and be continuing; (ii) if the sum of the margin above LIBOR, fees, and discounts of the Incremental Facility, expressed as a percentage of such Incremental Facility, shall exceed the Applicable Margin then in effect for LIBOR Loans (in the case of an Incremental Term Loan, by more than 0.50%), then the Applicable Margin then in effect shall be automatically increased by such differential, effective upon the making of such Incremental Facility; and (iii) any such Incremental Facility shall otherwise be on such Increased Amount Date before substantially the same terms and pursuant to the same documentation as the Revolving Loans (but allowing for amortization and prepayment provisions on terms acceptable to Agent and the Lenders); provided, that in the case of an Incremental Term Loan, Borrower shall deliver to Agent and the Lenders an amendment (an “Incremental Term Loan Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each other applicable Credit Party, each Lender and Agent, to the extent necessary or after giving appropriate in the opinion of Agent to give effect to such any Incremental Increase; (ivTerm Loans to be made pursuant to this Section 1.1(e) all availability thresholds contained herein (including, without limitation, the Availability Block and Trigger Eventin each case on terms consistent with this Section 1.1(e). Any request under this Section 1.1(e) shall be correspondingly increased submitted by the Borrower in writing, through Agent, to account for each existing Lender who shall have the right on a first refusal basis to provide, in accordance with such Lender’s pro rata share of all Loans outstanding, the full principal amount of such Incremental Increase; Facility. Borrower may also specify any fees that it proposes to offer to all Lenders (vthe “Increasing Lenders”) such Incremental Increase shall be effected pursuant to one or more amendments, amendments and restatements or similar agreements executed and delivered by the Credit Parties, Agent, the Lenders who have agreed that agree to provide such the Incremental Increase and Facility. No Lender shall have any new Lender who is obligation, express or implied, to provide a offer to assume any portion of the Incremental Increase (the joinder of which Facility, and any decision whether or not to do so shall be recorded made in the Register and shall be subject to the requirements set forth in Section 9.9); and (vi) the Borrower Representative shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Agent in connection with any such transaction. If the interest rate (including interest rate margins and floors) hereunder (after giving effect to such Incremental Increase) on any such Incremental Increase is greater than the corresponding interest rate (including interest margins and floors) then applicable to the Loans (the “Yield Differential”), then the corresponding terms in effect for all Loans hereunder shall automatically be increased by the Yield Differential, effective as of the Increased Amount Date. Notwithstanding anything to the contrary contained in this Agreement, the amendments described in clauses (iv) and (v) above shall not require Required Lender consent (or other Lender consent hereunder), as long as such amendments are consistent with this Section 1.15. Upon each Incremental Increase pursuant to this Section 1.15, (x) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Incremental Increase (each, an “Incremental Increase Lender”) in respect of such increase, and each such Incremental Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters sole discretion. Only the consent of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder Increasing Lender shall be required for an increase in the Letters principal amount of Credit and (ii) participations hereunder in Swing Loans held by each Lender (including each such Incremental Increase Lender) will equal the percentage of the Aggregate Revolving Loan Commitment of all Lenders represented by such Lender’s Revolving Loan Commitment and (y) if, on such Increased Amount Date, there are Commitment. No Lender which declines to provide any Revolving Loans outstanding, additional Revolving Loans shall be made hereunder (reflecting such increase in Revolving Loan Commitments) and the proceeds thereof shall be used by Agent to prepay a portion of the outstanding Revolving Loans upon the effectiveness of such Incremental Increase such that, after giving effect Facility may be replaced with respect to such prepayments, the percentage of the aggregate outstanding Revolving Loans held by each Lender (including each such Incremental Increase Lender) will equal the percentage of the Aggregate its existing Revolving Loan Commitment of all Lenders represented by as a result thereof without such Lender’s individual consent. Each Lender shall as soon as reasonably practicable specify in writing to Borrower and Agent the principal amount by which it is willing to increase its Revolving Loan Commitment. Each Commitment or provide an Incremental Term Loan (provided that if such prepayment Lender does not so respond within fifteen (15) Business Days, it shall be applied deemed to outstanding Loans or groups have declined to provide any part of Loans bearing interest at different rates the Incremental Facility) and identify in such order writing any increase in the Applicable Margin related thereto; provided, however, that Borrower shall have the right to rescind its request for an Incremental Term Loan within five (5) Business Days after receipt of priority as may be specified by any Lender’s written notice which contains an increase in the Borrower Representative, and shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 10.4. Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentenceApplicable Margin for such Incremental Term Loan.