Common use of Incremental Revolving Loans Clause in Contracts

Incremental Revolving Loans. (a) The Borrower may, by written notice delivered to the Administrative Agent from time to time on one or more occasions after the Closing Date, request Incremental Revolving Credit Commitments in an aggregate principal amount for all such Incremental Revolving Credit Commitments of up to, at any time, (i) the greater of $50,000,000 and 50% of Consolidated EBITDA of the last day of the most recent Calculation Period minus the aggregate principal amount of Indebtedness incurred under Section 6.01(b)(i)(B) (which shall not be reduced by any amount incurred in reliance on the Ratio Incremental Amount, the “Fixed Incremental Amount”), plus (ii) an unlimited amount, so long as, after giving effect to such Incremental Revolving Loans (and assuming that such Incremental Revolving Loans have been fully drawn) and the use of proceeds thereof, the First Lien Net Leverage Ratio calculated on a Pro Forma Basis shall be equal to or less than 3.25 to 1.00 (the “Ratio Incremental Amount” and, together with the Fixed Incremental Amount, the “Incremental Loan Amount”). Such notice shall set forth (x) the amount of the Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Incremental Loan Amount), (y) the date on which such Incremental Loan Commitments are requested to become effective (which shall not be less than 5 Business Days nor more than 60 days after the date of such notice, unless the Administrative Agent shall otherwise agree) and (z) whether such Incremental Revolving Credit Commitments are commitments to make additional Revolving Loans or revolving loans with terms different from the Loans (loans with different terms from the Loans being referred to herein as “

Incremental Revolving Loans. (a) The Borrower mayBorrowers may at any time or from time to time after the Effective Date (but not to exceed four times prior to the Initial Maturity Date), by written upon not less than five Business Days’ notice delivered to the Administrative Agent from time (whereupon the Administrative Agent shall promptly deliver a copy to time on one or more occasions after each of the Closing DateLenders), request that an increase in the then existing Revolving Loan Commitments (the “Incremental Revolving Credit Loan Commitments”; with Revolving Loans made pursuant to any Incremental Revolving Loan Commitments in an aggregate principal amount for all being, “Incremental Revolving Loans”) be made available to the Borrowers (the “Incremental Facility”); provided, that immediately before and after giving effect to the incurrence of such Incremental Revolving Credit Commitments of up to, at any timeFacility, (i) the greater representations and warranties contained in Section 8 and the other Credit Documents are true and correct in all material respects); provided, that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of $50,000,000 such earlier date; provided, further, that any representation and 50% warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (ii) no Default or Event of Consolidated EBITDA Default shall have occurred at the time of the incurrence of such Incremental Facility and be continuing or result therefrom, (iii) the Fixed Charge Coverage Ratio shall be not less than 1.00:1.00, (A) determined on a Pro Forma Basis as of the last day of the most recent Calculation Period minus most recently ended prior to the date of the incurrence of such Incremental Facility, as if such Incremental Facility (and any other Indebtedness incurred or to be incurred after the last day of such Calculation Period and on or prior to the date of determination) had been incurred (and, if incurred to finance a Specified Transaction, such Specified Transaction had been consummated) on the first day of such Calculation Period and (B) without netting the cash proceeds of any Incremental Facility in calculating such ratio and (iv) on a Pro Forma Basis after giving effect to any such Incremental Facility, Excess Availability shall be no less than $5,000,000. Each Incremental Revolving Loan Commitment shall be in an aggregate principal amount of at least $10,000,000. Notwithstanding anything to the contrary herein, the aggregate principal amount of Indebtedness incurred under Section 6.01(b)(i)(B) (which the Incremental Facility shall not be reduced by any amount incurred in reliance on the Ratio Incremental Amount, exceed $20,000,000 (the “Fixed Incremental AmountAvailability”), plus (ii) an unlimited amount, so long as, after giving effect to such . The Incremental Facility shall rank pari passu in right of payment and of security with the existing Facilities. Any Incremental Revolving Loan Commitments and Incremental Revolving Loans shall (A) mature on the same date as the Final Maturity Date applicable to the existing ABL Facility, (B) require no scheduled amortization or mandatory commitment reduction prior to the final maturity thereof and assuming that such Incremental Revolving Loans have been fully drawn(C) be subject to the same terms and conditions as the use of proceeds thereofABL Facility and shall be treated substantially the same as, and made under the same documentation as, the First Lien Net Leverage Ratio calculated existing ABL Facility. Any Incremental Facility may participate on a Pro Forma Basis shall be equal to pro rata basis or on a less than 3.25 to 1.00 pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the “Ratio applicable Incremental Amount” and, together with the Fixed Incremental Amount, the “Incremental Loan Amount”). Such notice shall set forth (x) the amount of the Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Incremental Loan Amount), (y) the date on which such Incremental Loan Commitments are requested to become effective (which shall not be less than 5 Business Days nor more than 60 days after the date of such notice, unless the Administrative Agent shall otherwise agree) and (z) whether such Incremental Revolving Credit Commitments are commitments to make additional Revolving Loans or revolving loans with terms different from the Loans (loans with different terms from the Loans being referred to herein as “Amendment.

Incremental Revolving Loans. (a) The Borrower maymay at any time or from time to time after the Syndication Date (or earlier if approved by the Administrative Agent), by written notice delivered to the Administrative Agent from time (whereupon the Administrative Agent shall promptly deliver a copy to time on each of the Lenders), request one or more occasions after increases in the Closing Dateamount of the Commitments, request Incremental Revolving Credit Commitments in an aggregate principal amount for all each such Incremental Revolving Credit Commitments of up toincrease, at any time, a “Commitment Increase”; provided that (i) both at the greater time of $50,000,000 any such request and 50% upon the effectiveness of Consolidated EBITDA any Incremental Amendment referred to below, no Default or Event of the last day of the most recent Calculation Period minus the aggregate principal amount of Indebtedness incurred under Section 6.01(b)(i)(B) (which Default shall not be reduced by any amount incurred in reliance on the Ratio Incremental Amountexist, the “Fixed Incremental Amount”), plus (ii) an unlimited amountunless otherwise agreed to by the Required Lenders, so long as, the Total Commitments shall not exceed $100,000,000 after giving effect to such Incremental Revolving Loans any Commitment Increases, (and assuming that such Incremental Revolving Loans have been fully drawniii) and unless agreed to by the use of proceeds thereofSupermajority Lenders, the First Lien Net Leverage Ratio calculated on a Pro Forma Basis Total Commitments shall be not exceed $150,000,000 after giving effect to any Commitment Increases and (iv)(1) the aggregate amount of any Commitment Increase pursuant to this Section 2.11 shall not exceed such amount as is equal to or less than 3.25 to 1.00 (the “Ratio Incremental Amount” and, together with the Fixed Incremental Amount, the “Incremental Loan Amount”). Such notice shall set forth difference of (x) the amount of Indebtedness which is then permitted to be incurred by the Incremental Revolving Borrower and the other Credit Commitments being requested (which shall be Parties in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Incremental Loan Amountreliance on Section 4.09(1)(a), (1)(b) or (1)(c) (as applicable) of the Indentures minus (y) the date on which Total Commitments outstanding hereunder immediately prior to such Incremental Loan Commitments are requested Commitment Increase and (2) the Borrower shall have delivered to become effective the Administrative Agent an Officer’s Certificate certifying, in reasonable detail, as to compliance with the requirements of preceding subclause (which iv)(1). Each Commitment Increase shall be in an aggregate principal amount that is not be less than 5 Business Days nor more than 60 days after $2,500,000. Loans made pursuant to any Commitment Increase shall have the date same terms and conditions as those applicable to the Loans. Each notice from the Borrower pursuant to this Section 2.11 shall set forth the requested amount of the relevant Commitment Increases. Commitment Increases may be made by any existing Lender (but no existing Lender will have any obligation to make a portion of any Commitment Increase) or by any other bank or other financial institution that is an Eligible Transferee (any such notice, unless other bank or other financial institution being called an “Additional Lender”); provided that the Administrative Agent shall otherwise agreehave consented (not to be unreasonably withheld, conditioned or delayed) to such Additional Lender’s providing any such Commitment Increase. Commitment Increases shall be provided pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment Increases, if any, each Additional Lender, if any, and (z) whether the Administrative Agent. The Incremental Amendment may, with the consent of Holdings, the Borrower and the Administrative Agent, but without the consent of any other Credit Party, the Collateral Agent or Lenders, effect such Incremental Revolving amendments to this Agreement and the other Credit Commitments are commitments Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to make additional Revolving Loans or revolving loans with terms different from effect the provisions of this Section 2.11. The Borrower may use the proceeds of the Loans (loans with different terms from the Loans being referred made pursuant to herein as “any Commitment Increase for any purpose not prohibited by this Agreement.

Incremental Revolving Loans. (a) The Borrower maymay at any time or from time to time after the Syndication Date (or earlier if approved by the Administrative Agent), by written notice delivered to the Administrative Agent from time (whereupon the Administrative Agent shall promptly deliver a copy to time on each of the Lenders), request one or more occasions after increases in the Closing Dateamount of the Commitments, request Incremental Revolving Credit Commitments in an aggregate principal amount for all each such Incremental Revolving Credit Commitments of up toincrease, at any time, a “Commitment Increase”; provided that (i) both at the greater time of $50,000,000 any such request and 50% upon the effectiveness of Consolidated EBITDA any Incremental Amendment referred to below, no Default or Event of the last day of the most recent Calculation Period minus the aggregate principal amount of Indebtedness incurred under Section 6.01(b)(i)(B) (which Default shall not be reduced by any amount incurred in reliance on the Ratio Incremental Amountexist, the “Fixed Incremental Amount”), plus (ii) an unlimited amountunless otherwise agreed to by the Required Lenders, so long as, the Total Commitments shall not exceed $100,000,000 after giving effect to such Incremental Revolving Loans any Commitment Increases, (and assuming that such Incremental Revolving Loans have been fully drawniii) and unless agreed to by the use of proceeds thereofSupermajority Lenders, the First Lien Net Leverage Ratio calculated on a Pro Forma Basis Total Commitments shall be not exceed $150,000,000 after giving effect to any Commitment Increases and (iv)(1) the aggregate amount of any Commitment Increase pursuant to this Section 2.11 shall not exceed such amount as is equal to or less than 3.25 to 1.00 (the “Ratio Incremental Amount” and, together with the Fixed Incremental Amount, the “Incremental Loan Amount”). Such notice shall set forth difference of (x) the amount of Indebtedness which is then permitted to be incurred by the Incremental Revolving Borrower and the other Credit Commitments being requested (which shall be Parties in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Incremental Loan Amountreliance on Section 4.09(1)(a), (1)(b) or (1)(c) (as applicable) of the Indentures minus (y) the date on which Total Commitments outstanding hereunder immediately prior to such Incremental Loan Commitments are requested Commitment Increase and (2) the Borrower shall have delivered to become effective the Administrative Agent an Officer’s Certificate certifying, in reasonable detail, as to compliance with the requirements of preceding subclause (which iv)(1). Each Commitment Increase shall be in an aggregate principal amount that is not be less than 5 Business Days nor more than 60 days after $2,500,000. Loans made pursuant to any Commitment Increase shall have the date same terms and conditions as those applicable to the Loans. Each notice from the Borrower pursuant to this Section 2.11 shall set forth the requested amount of the relevant Commitment Increases. Commitment Increases may be made by any existing Lender (but no existing Lender will have any obligation to make a portion of any Commitment Increase) or by any other bank or other financial institution that is an Eligible Transferee (any such notice, unless other bank or other financial institution being called an “Additional Lender”); provided that the Administrative Agent shall otherwise agreehave consented (not to be unreasonably withheld, conditioned or delayed) to such Additional Lender’s providing any such Commitment Increase. Commitment Increases shall be provided pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment Increases, if any, each Additional Lender, if any, and (z) whether such the Administrative Agent. The Incremental Revolving Credit Commitments are commitments to make additional Revolving Loans or revolving loans Amendment may, with terms different from the Loans (loans with different terms from the Loans being referred to herein as “the