Common use of Request for Incremental Facility Clause in Contracts

Request for Incremental Facility. Subject to the terms and conditions set forth herein, the Borrower shall have the right, from time to time and upon at least ten (10) Business Days’ prior written notice to the Administrative Agent (an “Incremental Request”), to request to incur additional term “A” loans under a then existing tranche and/or add one or more additional tranches of term loans (“Other Term Loans” and, together with any additional term loans under a then existing tranche incurred pursuant to this Section 2.15, the “Incremental Term Loans”; and any credit facility for providing for any Incremental Term Loans being referred to as an “Incremental Term Facility”) and/or increase the Aggregate Revolving Commitments (the “Incremental Revolving Commitments”; and revolving loans made thereunder the “Incremental Revolving Loans”); the Incremental Revolving Loans, together with the Incremental Term Loans are referred to herein as the “Incremental Facility Loans”) subject, however, in any such case, to satisfaction of the following conditions precedent: (i) the aggregate amount of all Incremental Revolving Commitments and Incremental Term Loans effected pursuant to this Section 2.15 shall not exceed $250,000,000; (ii) on the date on which any Incremental Facility Amendment is to become effective, both immediately prior to and immediately after giving effect to the incurrence of such Incremental Facility Loans (assuming that the full amount of the Incremental Facility Loans shall have been funded on such date) and any related transactions, no Default shall have occurred and be continuing; (iii) after giving effect to the incurrence of such Incremental Facility Loans (assuming the full amount of the Incremental Facility Loans have been funded) and any related transactions, on a Pro Forma Basis, the Borrower shall be in compliance with the financial covenants set forth in Section 7.11; (iv) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date such Incremental Facility Amendment is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; (v) such Incremental Facility Loans shall be in a minimum amount of $20,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lesser amounts as agreed by the Administrative Agent); (vi) any Incremental Revolving Commitments shall be made on the same terms and provisions (other than upfront fees) as apply to the existing Revolving Commitments, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing Revolving Commitments; (vii) any Incremental Term Loans that constitute additional term loans under a then existing tranche of term loans shall be made on the same terms and provisions (other than upfront fees) as apply to such outstanding term loans, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from such term loans; (viii) in the case of any Other Term Loan, such Other Term Loan shall: (A) rank pari passu in right of payment priority with the existing Term Loan, (B) share ratably in rights in the Collateral and the Guarantee and in a manner consistent with the terms of the Loan Documents, (C) have a maturity date that is not earlier than the then-latest Maturity Date, (D) have a Weighted Average Life to Maturity that is not shorter than the then-remaining Weighted Average Life to Maturity of the Term Loan and any other Incremental Term Loan (it being understood that, subject to the foregoing, the amortization schedule applicable to such Other Term Loan shall be determined by the Borrower and the Lenders of such Other Term Loan), (E) share ratably in any mandatory prepayments of the Term Loan and any other Incremental Term Facilities pursuant to Section 2.06 (or otherwise provide for more favorable (from the perspective of the Borrower) prepayment treatment than the Term Loan and then-outstanding Incremental Term Facilities) and (F) otherwise be on terms reasonably acceptable to the Administrative Agent, provided that, such terms and documentation relating to such Other Term Loans shall be on terms not materially more onerous, taken as a whole, to the Borrower than the Term Loan (except to the extent permitted above with respect to the maturity date, amortization and interest rate and other than terms which are applicable only after the then-latest Maturity Date); (ix) the Administrative Agent shall have received additional commitments in a corresponding amount of such requested Incremental Facility Loans from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment); (x) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility Loans and the validity of such Incremental Facility Loans, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (xi) the Administrative Agent shall have received such amendments to the Collateral Documents as the Administrative Agent reasonably requests to cause the Collateral Documents to secure the Obligations (in a manner consistent with the terms of the Loan Documents) after giving effect to such Incremental Facility; and (xii) the Administrative Agent shall have received all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation as required by applicable Law and as reasonably required by the Administrative Agent.

Request for Incremental Facility. Subject Provided (i) there exists no Default both before and after giving effect to the terms any such incurrence of an increase or additional term loan or revolver loan, and conditions set forth herein, the Borrower shall have the right, from time to time and (ii) upon at least ten (10) Business Days’ prior written notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request (x) an increase in the Revolving Credit Facility (an “Incremental RequestRevolver Increase”), to request to incur additional ) or (y) the addition of an incremental term “A” loans under a then existing tranche and/or add one or more additional tranches of term loans loan (“Other Term Loans” and, together with any additional term loans under a then existing tranche incurred pursuant to this Section 2.15, the an “Incremental Term LoansLoan”; and any credit facility for providing for ) (any Incremental Revolver Increase and/or Incremental Term Loans being Loans, or both, are herein collectively referred to as an “Incremental Term Facility”) and/or increase the Aggregate Revolving Commitments (the “Incremental Revolving Commitments”; and revolving loans made thereunder the “Incremental Revolving Loans”); the Incremental Revolving Loans, together with the Incremental Term Loans are referred to herein as the “Incremental Facility Loans”) subject, however, in any such case, to satisfaction of the following conditions precedent: provided that (iA) the aggregate principal amount of Incremental Facilities on any date Indebtedness thereunder is first incurred will not exceed an amount equal to the Permitted Incremental Amount, (B) the aggregate principal amount of all Incremental Revolving Commitments and Incremental Term Loans effected pursuant to this Section 2.15 Revolver Increases shall not exceed $250,000,000; 75,000,000 plus such additional amount that would not result in the Consolidated Secured Leverage Ratio exceeding 3.00 to 1.00 (ii) determined as of the most recently ended Measurement Period and on the date on which any Incremental Facility Amendment is to become effective, both immediately prior to and immediately a Pro Forma Basis after giving effect to the incurrence of such Incremental Facility Loans (assuming that and the full amount use of the Incremental Facility Loans shall have been funded on such date) proceeds thereof and any related transactions, no Default shall have occurred and be continuing; (iii) after giving effect to the incurrence of such Incremental Facility Loans (assuming the full amount of the thereof is drawn), (C) any such request for any Incremental Facility Loans have been fundedshall be in a minimum amount of $15,000,000 and (D) and with respect to any related transactions, on a Pro Forma Basissuch requests for an Incremental Facility, the Borrower shall be in compliance with the financial covenants set forth in Section 7.11; 7.13 for the applicable Measurement Period (iv) determined on a Pro Forma Basis after giving effect to the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date such Incremental Facility Amendment is to become effective, except to and any related prepayment of Indebtedness). At the extent that time of sending such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except that for purposes of this Section 2.15notice, the representations and warranties contained Borrower (in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; (v) such Incremental Facility Loans shall be in a minimum amount of $20,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lesser amounts as agreed by consultation with the Administrative Agent); ) shall specify the time period within which each Lender is requested to respond (vi) any Incremental Revolving Commitments which shall in no event be made on less than ten Business Days from the same terms and provisions (other than upfront fees) as apply date of delivery of such notice to the existing Revolving Commitments, including with respect Lenders or such other time period as agreed to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing Revolving Commitments; (vii) any Incremental Term Loans that constitute additional term loans under a then existing tranche of term loans shall be made on the same terms and provisions (other than upfront fees) as apply to such outstanding term loans, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from such term loans; (viii) in the case of any Other Term Loan, such Other Term Loan shall: (A) rank pari passu in right of payment priority with the existing Term Loan, (B) share ratably in rights in the Collateral and the Guarantee and in a manner consistent with the terms of the Loan Documents, (C) have a maturity date that is not earlier than the then-latest Maturity Date, (D) have a Weighted Average Life to Maturity that is not shorter than the then-remaining Weighted Average Life to Maturity of the Term Loan and any other Incremental Term Loan (it being understood that, subject to the foregoing, the amortization schedule applicable to such Other Term Loan shall be determined by the Borrower and the Lenders of such Other any Lender providing an Incremental Revolver Increase or an Incremental Term Loan), (E) share ratably in any mandatory prepayments of the Term Loan and any other Incremental Term Facilities pursuant to Section 2.06 (or otherwise provide for more favorable (from the perspective of the Borrower) prepayment treatment than the Term Loan and then-outstanding Incremental Term Facilities) and (F) otherwise be on terms reasonably acceptable to the Administrative Agent, provided that, such terms and documentation relating to such Other Term Loans shall be on terms not materially more onerous, taken as a whole, to the Borrower than the Term Loan (except to the extent permitted above with respect to the maturity date, amortization and interest rate and other than terms which are applicable only after the then-latest Maturity Date); (ix) the Administrative Agent shall have received additional commitments in a corresponding amount of such requested Incremental Facility Loans from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment); (x) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility Loans and the validity of such Incremental Facility Loans, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (xi) the Administrative Agent shall have received such amendments to the Collateral Documents as the Administrative Agent reasonably requests to cause the Collateral Documents to secure the Obligations (in a manner consistent with the terms of the Loan Documents) after giving effect to such Incremental Facility; and (xii) the Administrative Agent shall have received all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation as required by applicable Law and as reasonably required by the Administrative Agent.

Request for Incremental Facility. Subject Provided (i) there exists no Default both before and after giving effect to any such incurrence of an increase or additional term loan or revolver loan, (ii) such increase of the revolver loan and/or incurrence of an additional term loan is permitted pursuant to the terms of the Senior Notes Indenture and conditions set forth herein, the Borrower shall have the right, from time to time other Senior Notes Documents and (iii) upon at least ten (10) Business Days’ prior written notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request (x) an increase in the Revolving Credit Facility (an “Incremental RequestRevolver Increase”), to request to incur additional ) or (y) the addition of an incremental term “A” loans under a then existing tranche and/or add one or more additional tranches of term loans loan (“Other Term Loans” and, together with any additional term loans under a then existing tranche incurred pursuant to this Section 2.15, the an “Incremental Term LoansLoan”; and any credit facility for providing for ) (any Incremental Revolver Increase and/or Incremental Term Loans being Loans, or both, are herein collectively referred to as an “Incremental Term Facility”) and/or increase by an amount (for all such requests in the Aggregate Revolving Commitments aggregate) not exceeding $125,000,000; provided that (the “Incremental Revolving Commitments”; and revolving loans made thereunder the “Incremental Revolving Loans”); the Incremental Revolving Loans, together with the Incremental Term Loans are referred to herein as the “Incremental Facility Loans”A) subject, however, in any such case, to satisfaction of the following conditions precedent: (i) the aggregate amount of all Incremental Revolving Commitments and Incremental Term Loans effected pursuant to this Section 2.15 shall not exceed $250,000,000; (ii) on the date on which request for any Incremental Facility Amendment is to become effective, both immediately prior to and immediately after giving effect to the incurrence of such Incremental Facility Loans (assuming that the full shall be in a minimum amount of the $15,000,000, (B) with respect to any such requests for an Incremental Facility Loans shall have been funded on such date) and any related transactions, no Default shall have occurred and be continuing; (iii) after giving effect to the incurrence of such Incremental Facility Loans (assuming the full amount of the Incremental Facility Loans have been funded) and any related transactions, on a Pro Forma BasisFacility, the Borrower shall be in compliance with the financial covenants set forth in Section 7.11; 7.13 for the applicable Measurement Period (iv) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) determined on and as of the date such Incremental Facility Amendment is to become effective, except a Pro Forma Basis after giving effect to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (aIncremental Facility) and (bC) with respect to any such requests for an Incremental Facility in the aggregate in excess of Section 5.05 $50,000,000, the Consolidated Senior Secured Leverage Ratio for the applicable Measurement Period (determined on a Pro Forma Basis after giving effect to the Incremental Facility) shall be deemed less than or equal to refer 3.5 to 1.0. At the most recent statements furnished pursuant to clauses time of sending such notice, the Borrower (a) and (b), respectively, of Section 6.01; (v) such Incremental Facility Loans shall be in a minimum amount of $20,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lesser amounts as agreed by consultation with the Administrative Agent); ) shall specify the time period within which each Lender is requested to respond (vi) any Incremental Revolving Commitments which shall in no event be made on less than ten Business Days from the same terms and provisions (other than upfront fees) as apply date of delivery of such notice to the existing Revolving Commitments, including with respect Lenders or such other time period as agreed to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing Revolving Commitments; (vii) any Incremental Term Loans that constitute additional term loans under a then existing tranche of term loans shall be made on the same terms and provisions (other than upfront fees) as apply to such outstanding term loans, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from such term loans; (viii) in the case of any Other Term Loan, such Other Term Loan shall: (A) rank pari passu in right of payment priority with the existing Term Loan, (B) share ratably in rights in the Collateral and the Guarantee and in a manner consistent with the terms of the Loan Documents, (C) have a maturity date that is not earlier than the then-latest Maturity Date, (D) have a Weighted Average Life to Maturity that is not shorter than the then-remaining Weighted Average Life to Maturity of the Term Loan and any other Incremental Term Loan (it being understood that, subject to the foregoing, the amortization schedule applicable to such Other Term Loan shall be determined by the Borrower and the Lenders of such Other any Lender providing an Incremental Revolver Increase or an Incremental Term Loan), (E) share ratably in any mandatory prepayments of the Term Loan and any other Incremental Term Facilities pursuant to Section 2.06 (or otherwise provide for more favorable (from the perspective of the Borrower) prepayment treatment than the Term Loan and then-outstanding Incremental Term Facilities) and (F) otherwise be on terms reasonably acceptable to the Administrative Agent, provided that, such terms and documentation relating to such Other Term Loans shall be on terms not materially more onerous, taken as a whole, to the Borrower than the Term Loan (except to the extent permitted above with respect to the maturity date, amortization and interest rate and other than terms which are applicable only after the then-latest Maturity Date); (ix) the Administrative Agent shall have received additional commitments in a corresponding amount of such requested Incremental Facility Loans from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment); (x) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility Loans and the validity of such Incremental Facility Loans, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (xi) the Administrative Agent shall have received such amendments to the Collateral Documents as the Administrative Agent reasonably requests to cause the Collateral Documents to secure the Obligations (in a manner consistent with the terms of the Loan Documents) after giving effect to such Incremental Facility; and (xii) the Administrative Agent shall have received all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation as required by applicable Law and as reasonably required by the Administrative Agent.

Request for Incremental Facility. Subject Provided there exists no Default or Event of Default both before and after giving effect to the terms and conditions set forth hereinany such incurrence of an Incremental Facility, the Borrower shall have the right, from time to time and upon at least ten (10) Business Days’ prior written notice to the Administrative Agent (an “Incremental Request”which shall promptly notify the Lenders), the Borrower may from time to time, request to incur additional term “A” loans under a then existing tranche and/or add (w) one or more additional tranches of incremental term loans loan facilities (“Other Term Loans” and, together with any additional term loans under a then existing tranche incurred pursuant to this Section 2.15, the “Incremental Term LoansFacilities”; and any credit facility for providing for any ), (x) one or more increases in an Incremental Term Loans being referred to as an Facility or the Term A Facility (the “Incremental Term FacilityLoan Increases”), (y) and/or increase the Aggregate Revolving Commitments one or more revolving credit facilities (the “Incremental Revolving CommitmentsFacilities”; ) and revolving loans made thereunder (z) one or more increases to an Incremental Revolving Facility or the Revolving Credit Facility (the “Incremental Revolving LoansRevolver Increase”); the Incremental Revolving Loans, and together with the Incremental Term Loans are referred to herein as Facilities, Incremental Term Loan Increases and Incremental Revolving Facilities, the “Incremental Facility LoansFacilities”) subject, however, in any such case, to satisfaction of the following conditions precedent: ); provided that (iA) the aggregate principal amount of all Incremental Revolving Commitments and Facilities on any date Indebtedness thereunder is first incurred, together with the aggregate principal amount of any Incremental Term Loans effected pursuant to this Section 2.15 shall Equivalent Debt, will not exceed $250,000,000; (ii) on the date on which any Incremental Facility Amendment is to become effective, both immediately prior to and immediately after giving effect an amount equal to the incurrence of such Permitted Incremental Facility Loans Amount (assuming it being understood that the full amount of the Incremental Facility Loans shall have been funded on such date) and any related transactions, no Default shall have occurred and be continuing; (iii) after giving effect to the incurrence of such Incremental Facility Loans (assuming the full amount of the Incremental Facility Loans have been funded) and any related transactions, on a Pro Forma Basis, the Borrower shall be in compliance with the financial covenants set forth in Section 7.11; (iv) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date such Incremental Facility Amendment is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections may use amounts under clause (a) and of the definition thereof prior to amounts under clause (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (asuch definition) and (b), respectively, of Section 6.01; (vB) any such request for any Incremental Facility Loans shall be in a minimum amount of $20,000,000 and in integral multiples of $5,000,000 in excess thereof (25,000,000 or such lesser amounts amount as agreed by is available for Incremental Facilities under clause (A). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent); ) shall specify the time period within which each Lender is requested to respond (vi) any Incremental Revolving Commitments which shall in no event be made on less than five Business Days from the same terms and provisions (other than upfront fees) as apply date of delivery of such notice to the existing Revolving Commitments, including with respect Lenders or such other time period as agreed to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing Revolving Commitments; (vii) any Incremental Term Loans that constitute additional term loans under a then existing tranche of term loans shall be made on the same terms and provisions (other than upfront fees) as apply to such outstanding term loans, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from such term loans; (viii) in the case of any Other Term Loan, such Other Term Loan shall: (A) rank pari passu in right of payment priority with the existing Term Loan, (B) share ratably in rights in the Collateral and the Guarantee and in a manner consistent with the terms of the Loan Documents, (C) have a maturity date that is not earlier than the then-latest Maturity Date, (D) have a Weighted Average Life to Maturity that is not shorter than the then-remaining Weighted Average Life to Maturity of the Term Loan and any other Incremental Term Loan (it being understood that, subject to the foregoing, the amortization schedule applicable to such Other Term Loan shall be determined by the Borrower and the Lenders of such Other Term Loan), (E) share ratably in any mandatory prepayments of the Term Loan and any other Incremental Term Facilities pursuant to Section 2.06 (or otherwise provide for more favorable (from the perspective of the Borrower) prepayment treatment than the Term Loan and then-outstanding Incremental Term Facilities) and (F) otherwise be on terms reasonably acceptable to the Administrative Agent, provided that, such terms and documentation relating to such Other Term Loans shall be on terms not materially more onerous, taken as a whole, to the Borrower than the Term Loan (except to the extent permitted above with respect to the maturity date, amortization and interest rate and other than terms which are applicable only after the then-latest Maturity Date); (ix) the Administrative Agent shall have received additional commitments in a corresponding amount of such requested Incremental Facility Loans from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment); (x) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility Loans and the validity of such Incremental Facility Loans, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (xi) the Administrative Agent shall have received such amendments to the Collateral Documents as the Administrative Agent reasonably requests to cause the Collateral Documents to secure the Obligations (in a manner consistent with the terms of the Loan Documents) after giving effect to such Incremental Facility; and (xii) the Administrative Agent shall have received all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation as required by applicable Law and as reasonably required by the Administrative Agent.

Request for Incremental Facility. Subject to all the terms of -------------------------------- this Agreement and conditions set forth hereinso long as no Default exists, after the Revolving Loan Availability Date and prior to March 31, 2000, the Borrower shall have the rightCompany may request, from time to time and upon at least ten (10) Business Days’ prior by written notice to the Administrative Agent (an “Incremental Request”), to request to incur additional term “A” loans under a then existing tranche and/or add one or more additional tranches of term loans (“Other Term Loans” and, together with any additional term loans under a then existing tranche incurred pursuant to this Section 2.15, the “Incremental Term Loans”; and any revolving credit loan facility for providing for any Incremental Term Loans being referred to as an “Incremental Term Facility”) and/or increase the Aggregate Revolving Commitments (the “"Incremental Revolving Commitments”; Facility") in a specified aggregate amount (the "Maximum -------------------- ------- Amount of Incremental Credit") that does not exceed $55,000,000, and revolving loans made thereunder the “Incremental Revolving Loans”); the Incremental Revolving Loans, together with ---------------------------- proposed amortization for the Incremental Term Loans are referred to herein as the “Incremental Facility Loans”) subject, however, in any such case, to satisfaction of the following conditions precedent: (i) the aggregate amount of all Incremental Revolving Commitments and Incremental Term Loans effected pursuant to this Section 2.15 shall not exceed $250,000,000; (ii) on the date on which any Incremental Facility Amendment is to become effective, both immediately prior to and immediately after giving effect to the incurrence Loan. Upon receipt of such Incremental Facility Loans request, the Agent will promptly notify each other Lender (assuming that by telephone or otherwise). Within 30 calendar days after receipt by the full amount Lenders of such request, each Lender interested in participating in the Incremental Facility Loans shall have been funded on such date) notify the Agent and any related transactions, no Default shall have occurred the Company of its intent to participate and be continuing; (iii) after giving effect to the incurrence of such Incremental Facility Loans (assuming the full maximum amount of its proposed Commitment with respect to the Incremental Facility Loans have been funded) and any related transactions(an "Incremental Commitment Notice"); provided, on a Pro Forma Basis----------------------------- -------- however, that each Lender may participate in the Borrower Incremental Facility in ------- its sole discretion, no Lender shall be deemed to have committed to participate in compliance with the financial covenants set forth in Section 7.11; (iv) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and Incremental Facility as of the date such hereof, no Lender shall have any obligation to participate in the Incremental Facility Amendment is unless and until it commits to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, do so as provided in which case they are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except that for purposes of this Section 2.15, 2.2.1 and any Lender failing to provide an Incremental Commitment Notice within the representations and warranties contained in subsections (a) and (b) of Section 5.05 time period contemplated above shall be deemed to refer have declined to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; (v) participate in such Incremental Facility; and provided, further, however, -------- ------- ------- that the Incremental Credit Facility Loans shall must be consented to in a minimum amount of $20,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lesser amounts as agreed writing by the Administrative Agent); (vi) any Required Lenders. Following receipt of such Incremental Revolving Commitments shall be made on the same terms and provisions (other than upfront fees) as apply to the existing Revolving Commitments, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing Revolving Commitments; (vii) any Incremental Term Loans that constitute additional term loans under a then existing tranche of term loans shall be made on the same terms and provisions (other than upfront fees) as apply to such outstanding term loans, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from such term loans; (viii) in the case of any Other Term Loan, such Other Term Loan shall: (A) rank pari passu in right of payment priority with the existing Term Loan, (B) share ratably in rights in the Collateral and the Guarantee and in a manner consistent with the terms of the Loan Documents, (C) have a maturity date that is not earlier than the then-latest Maturity Date, (D) have a Weighted Average Life to Maturity that is not shorter than the then-remaining Weighted Average Life to Maturity of the Term Loan and any other Incremental Term Loan (it being understood that, subject to the foregoingCommitment Notices, the amortization schedule applicable to such Other Term Loan Agent shall be determined by allocate the Borrower and the Lenders of such Other Term Loan), (E) share ratably in any mandatory prepayments of the Term Loan and any other Incremental Term Facilities pursuant to Section 2.06 (or otherwise provide for more favorable (from the perspective of the Borrower) prepayment treatment than the Term Loan and then-outstanding Incremental Term Facilities) and (F) otherwise be on terms reasonably acceptable to the Administrative Agent, provided that, such terms and documentation relating to such Other Term Loans shall be on terms not materially more onerous, taken as a whole, to the Borrower than the Term Loan (except to the extent permitted above Commitments with respect to the maturity date, amortization Incremental Facility in accordance with the Lenders' relative requested Commitments therein and interest rate and other than terms which are applicable only after shall advise each Lender of the then-latest Maturity Date); (ix) the Administrative Agent shall have received additional commitments in a corresponding amount of such requested Incremental Facility Loans from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment); (x) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the board of directors of the Loan Parties) it may reasonably request relating Lender's Commitment with respect to the corporate or other necessary authority for such Incremental Facility Loans and the validity of such Incremental Facility Loans, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (xi) the Administrative Agent shall have received such amendments to the Collateral Documents as the Administrative Agent reasonably requests to cause the Collateral Documents to secure the Obligations (in a manner consistent with the terms of the Loan Documents) after giving effect to such Incremental Facility; and (xii) the Administrative Agent shall have received all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation as required by applicable Law and as reasonably required by the Administrative Agent.

Request for Incremental Facility. Subject to the terms and conditions set forth herein, the Borrower shall have the right, from From time to time and time, upon at least ten (10) Business Days’ prior written notice to the Administrative Agent (an “Incremental Facility Request”) to and acknowledgment (not to be unreasonably withheld or delayed) of the Appropriate Administrative Agent (who shall promptly notify the existing Revolving Lenders or the Term Lenders, as applicable), the Borrower may, without the consent of any Lender, request (i) to request to incur additional term “A” loans under a then existing tranche and/or add one or more additional tranches of new incremental term loan facilities (each an “Incremental Term Loan Facility” and the term loans (“Other Term Loans” andthereunder, together with any additional term loans under a then existing tranche incurred pursuant to this Section 2.15, the “Incremental Term Loans”; ) or (ii) one or more increases in the total amount of the Revolving Credit Commitments under the Revolving Facility (the “Additional Revolving Facility Commitments” and any credit facility for providing for together with any Incremental Term Loans being referred to as Loan Facility, collectively, the “Incremental Facilities” and each an “Incremental Term Facility”) and/or increase the Aggregate Revolving Commitments (the “Incremental Revolving Commitments”; and revolving loans made thereunder the “Incremental Revolving Loans”); provided that such Additional Revolving Facility Commitments shall be on the Incremental Revolving Loans, together with the Incremental Term Loans are referred to herein same terms as the “Incremental Facility Loans”) subject, however, existing Revolving Credit Commitments and in any such case, to satisfaction all respects shall become part of the following conditions precedent: Revolving Facility hereunder. Notwithstanding anything to the contrary herein, (i) the aggregate principal amount of all Incremental the Additional Revolving Facility Commitments and Incremental Term Loans effected pursuant to this Section 2.15 shall not exceed $250,000,000; being requested and/or (ii) on the date on which any Incremental Facility Amendment is to become effective, both immediately prior to and immediately after giving effect to the incurrence of such Incremental Facility Loans (assuming that the full aggregate principal amount of the Incremental Term Loan Facilities being requested shall not exceed the Incremental Debt Cap available at the time such Additional Revolving Facility Loans shall have been funded on such date) and any related transactions, no Default shall have occurred and be continuing; (iii) after giving effect to the incurrence Commitments and/or commitments in respect of such Incremental Facility Loans Term Loan Facilities are established (assuming which shall be deemed established, at the full amount option of the Incremental Borrower either (i) at the time any commitment relating thereto is entered into (including by means of a commitment letter entered into by the anticipated arrangers thereof) or (ii) at the time of incurrence of the loans thereunder); provided that (i) any such request for an Additional Revolving Facility Loans have been funded) and any related transactions, on a Pro Forma Basis, the Borrower Commitment shall be in compliance with the financial covenants set forth a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in Section 7.11; (iv) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date such Incremental Facility Amendment is to become effective, except to the extent excess thereof; provided that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, amount may be less than $5,000,000 if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except amount represents the entire amount that remains available for purposes of request under this Section 2.15, the representations and warranties contained in subsections (aii) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; (v) any such request for an Incremental Term Loan Facility Loans shall be in a minimum amount of $20,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lesser amounts as agreed by the Administrative Agent); (vi) any Incremental Revolving Commitments shall be made on the same terms and provisions (other than upfront fees) as apply equal to the existing Revolving Commitments, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing Revolving Commitments; (vii) any Incremental Term Loans that constitute additional term loans under a then existing tranche lesser of term loans shall be made on the same terms and provisions (other than upfront fees) as apply to such outstanding term loans, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from such term loans; (viii) in the case of any Other Term Loan, such Other Term Loan shall: (A) rank pari passu in right of payment priority with the existing Term Loan, (B) share ratably in rights in the Collateral and the Guarantee and in a manner consistent with the terms of the Loan Documents, (C) have a maturity date that is not earlier than the then-latest Maturity Date, (D) have a Weighted Average Life to Maturity that is not shorter than the then-remaining Weighted Average Life to Maturity of the Term Loan and any other Incremental Term Loan (it being understood that, subject to the foregoing, the amortization schedule applicable to such Other Term Loan shall be determined by the Borrower and the Lenders of such Other Term Loan), (E) share ratably in any mandatory prepayments of the Term Loan and any other Incremental Term Facilities pursuant to Section 2.06 (or otherwise provide for more favorable (from the perspective of the Borrower) prepayment treatment than the Term Loan and then-outstanding Incremental Term Facilities) and (F) otherwise be on terms reasonably acceptable to the Administrative Agent, provided that, such terms and documentation relating to such Other Term Loans shall be on terms not materially more onerous, taken as a whole, to the Borrower than the Term Loan (except to the extent permitted above with respect to the maturity date, amortization and interest rate and other than terms which are applicable only after the then-latest Maturity Date); (ix) the Administrative Agent shall have received additional commitments in a corresponding amount of such requested Incremental Facility Loans from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment); (x) the Administrative Agent shall have received customary closing certificates $10,000,000 and legal opinions and all other documents (including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility Loans and the validity of such Incremental Facility Loans, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (xiy) the Administrative Agent shall have received such amendments to the Collateral Documents as the Administrative Agent reasonably requests to cause the Collateral Documents to secure the Obligations entire amount that remains available for request under this Section 2.15 and (in a manner consistent with the terms of the Loan Documents) after giving effect to such Incremental Facility; and (xiiiii) the Administrative Agent shall have received all flood hazard determination certifications, acknowledgements and evidence Borrower may make a maximum of flood insurance and other flood-related documentation as required by applicable Law and as reasonably required by the Administrative Agentfive such requests.

Request for Incremental Facility. Subject Provided (i) there exists no Default or Event of Default both before and after giving effect to the terms any such incurrence of an Incremental Facility, and conditions set forth herein, the Borrower shall have the right, from time to time and (ii) upon at least ten (10) Business Days’ prior written notice to the Administrative Agent (an “Incremental Request”which shall promptly notify the Lenders), the Borrower may from time to time, request to incur additional term “A” loans under a then existing tranche and/or add (w) one or more additional tranches of incremental term loans loan facilities (“Other Term Loans” and, together with any additional term loans under a then existing tranche incurred pursuant to this Section 2.15, the “Incremental Term LoansFacilities”; and any credit facility for providing for any ) (x) one or more increases in an Incremental Term Loans being referred to as an Facility or the Term B Facility (the “Incremental Term FacilityLoan Increases”), (y) and/or increase the Aggregate Revolving Commitments one or more revolving credit facilities (the “Incremental Revolving CommitmentsFacilities”; ) and revolving loans made thereunder (z) one or more increases to an Incremental Revolving Facility (the “Incremental Revolving LoansIncreases”); the Incremental Revolving Loans, and together with the Incremental Term Loans are referred to herein as Facilities, Incremental Term Loan Increases and Incremental Revolving Facilities, the “Incremental Facility LoansFacilities”) subject, however, in any such case, to satisfaction of the following conditions precedent: ); provided that (iA) the aggregate principal amount of all Incremental Revolving Commitments and Facilities on any date Indebtedness thereunder is first incurred, together with the aggregate principal amount of any Incremental Term Loans effected pursuant to this Section 2.15 shall Equivalent Debt, will not exceed $250,000,000; (ii) on the date on which any Incremental Facility Amendment is to become effective, both immediately prior to and immediately after giving effect an amount equal to the incurrence of such Permitted Incremental Facility Loans Amount (assuming it being understood that the full amount of the Incremental Facility Loans shall have been funded on such date) and any related transactions, no Default shall have occurred and be continuing; (iii) after giving effect to the incurrence of such Incremental Facility Loans (assuming the full amount of the Incremental Facility Loans have been funded) and any related transactions, on a Pro Forma Basis, the Borrower shall be in compliance with the financial covenants set forth in Section 7.11; (iv) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date such Incremental Facility Amendment is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections may use amounts under clause (a) and of the definition thereof prior to amounts under clause (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (asuch definition) and (b), respectively, of Section 6.01; (vB) any such request for any Incremental Facility Loans shall be in a minimum amount of $20,000,000 and in integral multiples of $5,000,000 in excess thereof (25,000,000 or such lesser amounts amount as agreed by is available for Incremental Facilities under clause (A). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent); ) shall specify the time period within which each Lender is requested to respond (vi) any Incremental Revolving Commitments which shall in no event be made on less than five Business Days from the same terms and provisions (other than upfront fees) as apply date of delivery of such notice to the existing Revolving Commitments, including with respect Lenders or such other time period as agreed to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing Revolving Commitments; (vii) any Incremental Term Loans that constitute additional term loans under a then existing tranche of term loans shall be made on the same terms and provisions (other than upfront fees) as apply to such outstanding term loans, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from such term loans; (viii) in the case of any Other Term Loan, such Other Term Loan shall: (A) rank pari passu in right of payment priority with the existing Term Loan, (B) share ratably in rights in the Collateral and the Guarantee and in a manner consistent with the terms of the Loan Documents, (C) have a maturity date that is not earlier than the then-latest Maturity Date, (D) have a Weighted Average Life to Maturity that is not shorter than the then-remaining Weighted Average Life to Maturity of the Term Loan and any other Incremental Term Loan (it being understood that, subject to the foregoing, the amortization schedule applicable to such Other Term Loan shall be determined by the Borrower and the Lenders of such Other Term Loan), (E) share ratably in any mandatory prepayments of the Term Loan and any other Incremental Term Facilities pursuant to Section 2.06 (or otherwise provide for more favorable (from the perspective of the Borrower) prepayment treatment than the Term Loan and then-outstanding Incremental Term Facilities) and (F) otherwise be on terms reasonably acceptable to the Administrative Agent, provided that, such terms and documentation relating to such Other Term Loans shall be on terms not materially more onerous, taken as a whole, to the Borrower than the Term Loan (except to the extent permitted above with respect to the maturity date, amortization and interest rate and other than terms which are applicable only after the then-latest Maturity Date); (ix) the Administrative Agent shall have received additional commitments in a corresponding amount of such requested Incremental Facility Loans from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment); (x) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility Loans and the validity of such Incremental Facility Loans, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (xi) the Administrative Agent shall have received such amendments to the Collateral Documents as the Administrative Agent reasonably requests to cause the Collateral Documents to secure the Obligations (in a manner consistent with the terms of the Loan Documents) after giving effect to such Incremental Facility; and (xii) the Administrative Agent shall have received all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation as required by applicable Law and as reasonably required by the Administrative Agent.

Request for Incremental Facility. Subject to the terms and conditions set forth herein, the Borrower shall have the right, from From time to time and time, upon at least ten (10) Business Days’ prior written notice (an “Incremental Facility Request”) to and acknowledgment (not to be unreasonably withheld or delayed) of the Administrative Agent (an “Incremental Request”who shall promptly notify the existing Lenders), to the Borrower may, without the consent of any Lender, request to incur additional term “A” loans under a then existing tranche and/or (i) add one or more additional tranches of new incremental term loan facilities (each an “Incremental Term Loan Facility” and the term loans (“Other Term Loans” andthereunder, together with any additional term loans under a then existing tranche incurred pursuant to this Section 2.15, the “Incremental Term Loans”; and any credit facility for providing for any Incremental Term Loans being referred to as an “Incremental Term Facility”) and/or increase the Aggregate Revolving Commitments or (ii) one or more new incremental revolving facilities (the “Incremental Revolving Facility” and the commitments thereunder, the “Incremental Facility Revolving Commitments”; ” and revolving the loans made thereunder thereunder, the “Incremental Revolving Loans”); . Notwithstanding anything to the Incremental Revolving Loanscontrary herein, together with the Incremental Term Loans are referred to herein as the “Incremental Facility Loans”) subject, however, in any such case, to satisfaction of the following conditions precedent: (ix) the aggregate amount of all Incremental Revolving Commitments and Incremental Term Loans effected pursuant to this Section 2.15 shall not exceed $250,000,000; (ii) on the date on which any Incremental Facility Amendment is to become effective, both immediately prior to and immediately after giving effect to the incurrence of such Incremental Facility Loans (assuming that the full principal amount of the Incremental Revolving Facility Loans shall have been funded on such dateCommitments being requested, and/or (y) and any related transactions, no Default shall have occurred and be continuing; (iii) after giving effect to the incurrence of such Incremental Facility Loans (assuming the full aggregate principal amount of the Incremental Term Loan Facilities being requested shall not exceed the Incremental Debt Cap available at the time such Incremental Revolving Facility Loans have been funded) and any related transactionsCommitments and/or commitments in respect of such Incremental Term Loan Facilities are established (which shall be deemed established, on a Pro Forma Basis, at the option of the Borrower either (1) at the time any commitment relating thereto is entered into (including by means of a commitment letter entered into by the anticipated arrangers thereof) or (2) at the time of incurrence of the loans thereunder); provided further that (I) any such request for an Incremental Revolving Facility Commitment shall be in compliance with the financial covenants set forth a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in Section 7.11; excess thereof (iv) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date such Incremental Facility Amendment is to become effective, except to the extent provided that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, amount may be less than $5,000,000 if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except amount represents the entire amount that remains available for purposes of request under this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; (vII) any such request for an Incremental Term Loan Facility Loans shall be in a minimum amount of $20,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lesser amounts as agreed by the Administrative Agent); (vi) any Incremental Revolving Commitments shall be made on the same terms and provisions (other than upfront fees) as apply equal to the existing Revolving Commitments, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing Revolving Commitments; (vii) any Incremental Term Loans that constitute additional term loans under a then existing tranche lesser of term loans shall be made on the same terms and provisions (other than upfront fees) as apply to such outstanding term loans, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from such term loans; (viii) in the case of any Other Term Loan, such Other Term Loan shall: (A) rank pari passu in right of payment priority with the existing Term Loan, (B) share ratably in rights in the Collateral and the Guarantee and in a manner consistent with the terms of the Loan Documents, (C) have a maturity date that is not earlier than the then-latest Maturity Date, (D) have a Weighted Average Life to Maturity that is not shorter than the then-remaining Weighted Average Life to Maturity of the Term Loan and any other Incremental Term Loan (it being understood that, subject to the foregoing, the amortization schedule applicable to such Other Term Loan shall be determined by the Borrower and the Lenders of such Other Term Loan), (E) share ratably in any mandatory prepayments of the Term Loan and any other Incremental Term Facilities pursuant to Section 2.06 (or otherwise provide for more favorable (from the perspective of the Borrower) prepayment treatment than the Term Loan and then-outstanding Incremental Term Facilities) and (F) otherwise be on terms reasonably acceptable to the Administrative Agent, provided that, such terms and documentation relating to such Other Term Loans shall be on terms not materially more onerous, taken as a whole, to the Borrower than the Term Loan (except to the extent permitted above with respect to the maturity date, amortization and interest rate and other than terms which are applicable only after the then-latest Maturity Date); (ix) the Administrative Agent shall have received additional commitments in a corresponding amount of such requested Incremental Facility Loans from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment); (x) the Administrative Agent shall have received customary closing certificates $10,000,000 and legal opinions and all other documents (including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility Loans and the validity of such Incremental Facility Loans, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (xiy) the Administrative Agent shall have received such amendments to the Collateral Documents as the Administrative Agent reasonably requests to cause the Collateral Documents to secure the Obligations (in a manner consistent with the terms of the Loan Documents) after giving effect to such Incremental Facility; and (xii) the Administrative Agent shall have received all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation as required by applicable Law and as reasonably required by the Administrative Agententire amount that remains available for request under this Section 2.15.