Common use of Request for Incremental Facility Clause in Contracts

Request for Incremental Facility. Provided there exists no Default or Event of Default both before and after giving effect to any such incurrence of an Incremental Facility, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request (w) one or more incremental term loan facilities (the “Incremental Term Facilities”), (x) one or more increases in an Incremental Term Facility or the Term A Facility (the “Incremental Term Loan Increases”), (y) one or more revolving credit facilities (the “Incremental Revolving Facilities”) and (z) one or more increases to an Incremental Revolving Facility or the Revolving Credit Facility (the “Incremental Revolver Increase”, and together with the Incremental Term Facilities, Incremental Term Loan Increases and Incremental Revolving Facilities, the “Incremental Facilities”); provided that (A) the aggregate principal amount of Incremental Facilities on any date Indebtedness thereunder is first incurred, together with the aggregate principal amount of any Incremental Equivalent Debt, will not exceed an amount equal to the Permitted Incremental Amount (it being understood that the Borrower may use amounts under clause (a) of the definition thereof prior to amounts under clause (b) of such definition) and (B) any such request for any Incremental Facility shall be in a minimum amount of $25,000,000 or such lesser amount as 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 (which shall in no event be less than five Business Days from the date of delivery of such notice to the Lenders or such other time period as agreed to by the Borrower and the Administrative Agent).

Request for Incremental Facility. Provided (i) there exists no Default or Event of Default both before and after giving effect to any such incurrence of an Incremental Facilityincrease 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 the other Senior Notes Documents and (iii) upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request (w) one or more incremental term loan facilities (the “Incremental Term Facilities”), (x) one or more increases an increase in an Incremental Term Facility or the Term A Facility (the “Incremental Term Loan Increases”), (y) one or more revolving credit facilities (the “Incremental Revolving Facilities”) and (z) one or more increases to an Incremental Revolving Facility or the Revolving Credit Facility (the an “Incremental Revolver Increase”, and together with ) or (y) the addition of an incremental term loan (an “Incremental Term Facilities, Loan”) (any Incremental Revolver Increase and/or Incremental Term Loan Increases and Incremental Revolving FacilitiesLoans, the or both, are herein collectively referred to as an “Incremental FacilitiesFacility”)) by an amount (for all such requests in the aggregate) not exceeding $125,000,000; provided that (A) the aggregate principal amount of Incremental Facilities on any date Indebtedness thereunder is first incurred, together with the aggregate principal amount of any Incremental Equivalent Debt, will not exceed an amount equal to the Permitted Incremental Amount (it being understood that the Borrower may use amounts under clause (a) of the definition thereof prior to amounts under clause (b) of such definition) and (B) any such request for any Incremental Facility shall be in a minimum amount of $25,000,000 15,000,000, (B) with respect to any such requests for an Incremental Facility, the Borrower shall be in compliance with the financial covenants set forth in Section 7.13 for the applicable Measurement Period (determined on a Pro Forma Basis after giving effect to the Incremental Facility) and (C) with respect to any such requests for an Incremental Facility in the aggregate in excess of $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 less than or such lesser amount as is available for Incremental Facilities under clause (A)equal to 3.5 to 1.0. 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 (which shall in no event be less than five ten Business Days from the date of delivery of such notice to the Lenders or such other time period as agreed to by the Borrower and the Administrative Agentany Lender providing an Incremental Revolver Increase or an Incremental Term Loan).

Request for Incremental Facility. Provided there exists no Default or Event of Default both before and after giving effect From time to any such incurrence of an Incremental Facilitytime, upon written notice (an “Incremental Facility Request”) to and acknowledgment (not to be unreasonably withheld or delayed) of the Administrative Agent (which who shall promptly notify the existing Lenders), the Borrower may from time to timemay, without the consent of any Lender, request to (wi) add one or more new incremental term loan facilities (the each an “Incremental Term FacilitiesLoan Facility” and the term loans thereunder, “Incremental Term Loans”), ) or (xii) one or more increases in an Incremental Term Facility or the Term A Facility (the “Incremental Term Loan Increases”), (y) one or more new incremental revolving credit facilities (the “Incremental Revolving Facilities”) Facility” and (z) one or more increases to an Incremental Revolving Facility or the Revolving Credit Facility (the “Incremental Revolver Increase”, and together with the Incremental Term Facilities, Incremental Term Loan Increases and Incremental Revolving Facilitiescommitments thereunder, the “Incremental FacilitiesFacility Revolving Commitments” and the loans thereunder, the “Incremental Revolving Loans”); provided that . Notwithstanding anything to the contrary herein, (Ax) the aggregate principal amount of the Incremental Facilities on any date Indebtedness thereunder is first incurredRevolving Facility Commitments being requested, together with and/or (y) the aggregate principal amount of any the Incremental Equivalent Debt, will Term Loan Facilities being requested shall not exceed an amount equal to the Permitted Incremental Amount Debt Cap available at the time such Incremental Revolving Facility Commitments and/or commitments in respect of such Incremental Term Loan Facilities are established (it being understood that which shall be deemed established, at the option of the Borrower may use amounts under clause either (a1) at the time any commitment relating thereto is entered into (including by means of a commitment letter entered into by the definition thereof prior to amounts under clause anticipated arrangers thereof) or (b2) of such definition) and (B) any such request for any Incremental Facility shall be in a minimum amount of $25,000,000 or such lesser amount as is available for Incremental Facilities under clause (A). At at the time of sending such notice, incurrence of the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than five Business Days from the date of delivery of such notice to the Lenders or such other time period as agreed to by the Borrower and the Administrative Agentloans thereunder).; provided further that

Request for Incremental Facility. Provided there exists no Default or Event of Default both before and after giving effect From time to any such incurrence of an Incremental Facilitytime, upon notice (an “Incremental Facility Request”) to and acknowledgment (not to be unreasonably withheld or delayed) of the Appropriate Administrative Agent (which who shall promptly notify the existing Revolving Lenders or the Term Lenders, as applicable), the Borrower may from time to timemay, without the consent of any Lender, request (wi) to add one or more new incremental term loan facilities (the each an “Incremental Term FacilitiesLoan Facility” and the term loans thereunder, “Incremental Term Loans”), ) or (xii) one or more increases in an Incremental Term Facility or the Term A total amount of the Revolving Credit Commitments under the Revolving Facility (the “Additional Revolving Facility Commitments” and together with any Incremental Term Loan Increases”)Facility, (y) one or more revolving credit facilities (the “Incremental Revolving Facilities”) and (z) one or more increases to an Incremental Revolving Facility or the Revolving Credit Facility (the “Incremental Revolver Increase”, and together with the Incremental Term Facilities, Incremental Term Loan Increases and Incremental Revolving Facilitiescollectively, the “Incremental Facilities” and each an “Incremental Facility”); provided that such Additional Revolving Facility Commitments shall be on the same terms as the existing Revolving Credit Commitments and in all respects shall become part of the Revolving Facility hereunder. Notwithstanding anything to the contrary herein, (Ai) the aggregate principal amount of Incremental Facilities on any date Indebtedness thereunder is first incurred, together with the Additional Revolving Facility Commitments being requested and/or (ii) the aggregate principal amount of any the Incremental Equivalent Debt, will Term Loan Facilities being requested shall not exceed an amount equal to the Permitted Incremental Amount Debt Cap available at the time such Additional Revolving Facility Commitments and/or commitments in respect of such Incremental Term Loan Facilities are established (it being understood that which shall be deemed established, at the option of the Borrower may use amounts under clause either (ai) 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 definition thereof prior to amounts under clause loans thereunder); provided that (b) of such definition) and (Bi) any such request for an Additional Revolving Facility Commitment shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $5,000,000 if such amount represents the entire amount that remains available for request under this Section 2.15, (ii) any such request for an Incremental Term Loan Facility shall be in a minimum amount equal to the lesser of (x) $25,000,000 or such lesser 10,000,000 and (y) the entire amount as is that remains available for Incremental Facilities request under clause this Section 2.15 and (A). At the time of sending such notice, iii) the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than may make a maximum of five Business Days from the date of delivery of such notice to the Lenders or such other time period as agreed to by the Borrower and the Administrative Agent)requests.

Request for Incremental Facility. Provided there exists Subject to all the terms of -------------------------------- this Agreement and so long as no Default or Event of Default both before exists, after the Revolving Loan Availability Date and after giving effect prior to any such incurrence of an Incremental FacilityMarch 31, upon 2000, the Company may request, by written notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request (w) one or more incremental term a revolving credit loan facilities facility (the “"Incremental Term Facilities”), (xFacility") one or more increases in an Incremental Term Facility or the Term A Facility a specified aggregate amount (the “"Maximum -------------------- ------- Amount of Incremental Term Loan Increases”), (yCredit") one or more revolving credit facilities (the “Incremental Revolving Facilities”) and (z) one or more increases to an Incremental Revolving Facility or the Revolving Credit Facility (the “Incremental Revolver Increase”that does not exceed $55,000,000, and together with the ---------------------------- proposed amortization for the Incremental Term Facilities, Incremental Term Loan Increases and Incremental Revolving FacilitiesLoan. Upon receipt of such request, the “Incremental Facilities”Agent will promptly notify each other Lender (by telephone or otherwise); provided that (A) . Within 30 calendar days after receipt by the aggregate principal amount of Incremental Facilities on any date Indebtedness thereunder is first incurred, together with the aggregate principal amount of any Incremental Equivalent Debt, will not exceed an amount equal to the Permitted Incremental Amount (it being understood that the Borrower may use amounts under clause (a) of the definition thereof prior to amounts under clause (b) Lenders of such definition) and (B) any such request for any request, each Lender interested in participating in the Incremental Facility shall be in a minimum notify the Agent and the Company of its intent to participate and the maximum amount of $25,000,000 or such lesser amount its proposed Commitment with respect to the Incremental Facility (an "Incremental Commitment Notice"); provided, ----------------------------- -------- however, that each Lender may participate in the Incremental Facility in ------- its sole discretion, no Lender shall be deemed to have committed to participate in the Incremental Facility as is available for of the date hereof, no Lender shall have any obligation to participate in the Incremental Facilities under clause (A). At the time of sending such notice, the Borrower (Facility unless and until it commits to do so as provided in consultation with the Administrative Agent) shall specify this Section 2.2.1 and any Lender failing to provide an Incremental Commitment Notice within the time period within which contemplated above shall be deemed to have declined to participate in such Incremental Facility; and provided, further, however, -------- ------- ------- that the Incremental Credit Facility must be consented to in writing by the Required Lenders. Following receipt of such Incremental Commitment Notices, the Agent shall allocate the Commitments with respect to the Incremental Facility in accordance with the Lenders' relative requested Commitments therein and shall advise each Lender is requested to respond (which shall in no event be less than five Business Days from of the date of delivery amount of such notice Lender's Commitment with respect to the Lenders or such other time period as agreed to by the Borrower and the Administrative Agent)Incremental Facility.

Request for Incremental Facility. Provided (i) there exists no Default or Event of Default both before and after giving effect to any such incurrence of an Incremental Facilityincrease or additional term loan or revolver loan, and (ii) upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request (w) one or more incremental term loan facilities (the “Incremental Term Facilities”), (x) one or more increases an increase in an Incremental Term Facility or the Term A Facility (the “Incremental Term Loan Increases”), (y) one or more revolving credit facilities (the “Incremental Revolving Facilities”) and (z) one or more increases to an Incremental Revolving Facility or the Revolving Credit Facility (the an “Incremental Revolver Increase”, and together with ) or (y) the addition of an incremental term loan (an “Incremental Term Facilities, Loan”) (any Incremental Revolver Increase and/or Incremental Term Loan Increases and Incremental Revolving FacilitiesLoans, the or both, are herein collectively referred to as an “Incremental FacilitiesFacility”); provided that (A) the aggregate principal amount of Incremental Facilities on any date Indebtedness thereunder is first incurred, together with the aggregate principal amount of any Incremental Equivalent Debt, incurred will not exceed an amount equal to the Permitted Incremental Amount Amount, (it being understood B) the aggregate principal amount of all Incremental Revolver Increases shall not exceed $75,000,000 plus such additional amount that would not result in the Borrower may use amounts under clause Consolidated Secured Leverage Ratio exceeding 3.00 to 1.00 (a) determined as of the definition thereof prior most recently ended Measurement Period and on a Pro Forma Basis after giving effect to amounts under clause (b) the incurrence of such definition) Incremental Facility and the use of proceeds thereof and assuming the full amount thereof is drawn), (BC) any such request for any Incremental Facility shall be in a minimum amount of $25,000,000 or 15,000,000 and (D) with respect to any such lesser amount as is available requests for an Incremental Facilities under clause Facility, the Borrower shall be in compliance with the financial covenants set forth in Section 7.13 for the applicable Measurement Period (Adetermined on a Pro Forma Basis after giving effect to the Incremental Facility and any related prepayment of Indebtedness). 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 (which shall in no event be less than five ten Business Days from the date of delivery of such notice to the Lenders or such other time period as agreed to by the Borrower and the Administrative Agentany Lender providing an Incremental Revolver Increase or an Incremental Term Loan).

Request for Incremental Facility. Provided (i) there exists no Default or Event of Default both before and after giving effect to any such incurrence of an Incremental Facility, and (ii) upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request (w) one or more incremental term loan facilities (the “Incremental Term Facilities”), ) (x) one or more increases in an Incremental Term Facility or the Term A B Facility (the “Incremental Term Loan Increases”), (y) one or more revolving credit facilities (the “Incremental Revolving Facilities”) and (z) one or more increases to an Incremental Revolving Facility or the Revolving Credit Facility (the “Incremental Revolver IncreaseRevolving Increases”, and together with the Incremental Term Facilities, Incremental Term Loan Increases and Incremental Revolving Facilities, the “Incremental Facilities”); provided that (A) the aggregate principal amount of Incremental Facilities on any date Indebtedness thereunder is first incurred, together with the aggregate principal amount of any Incremental Equivalent Debt, will not exceed an amount equal to the Permitted Incremental Amount (it being understood that the Borrower may use amounts under clause (a) of the definition thereof prior to amounts under clause (b) of such definition) and (B) any such request for any Incremental Facility shall be in a minimum amount of $25,000,000 or such lesser amount as 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 (which shall in no event be less than five Business Days from the date of delivery of such notice to the Lenders or such other time period as agreed to by the Borrower and the Administrative Agent).