Common use of Conditions to Effectiveness of Incremental Term Facility Clause in Contracts

Conditions to Effectiveness of Incremental Term Facility. As a condition precedent to the effectiveness of each Incremental Term Facility, (1) the Company, the Administrative Agent and the Incremental Term Lenders party thereto shall enter into a supplement to this Credit Agreement in substantially the form of Exhibit I (an “Incremental Term Supplement”) duly completed such that such Incremental Term Supplement shall set forth the terms and conditions relating to such Incremental Term Facility, which shall be reasonably acceptable to the Administrative Agent (except to the extent that they are consistent with the provisos to this clause (c)); provided that, in any event, such Incremental Term Facility shall (i) not have a final maturity date earlier than the Maturity Date applicable to the Term A Facility or a weighted average life to maturity shorter than the weighted average life to maturity of the Term A Facility, (ii) be guaranteed only by the Guarantors hereunder, (iii) rank pari passu or junior in right of payment and of security with the Term A Facility and (iv) except as to pricing and amortization, shall have terms and documentation no more restrictive than the terms of the Term A Loans unless such terms are reasonably satisfactory to the Administrative Agent, (2) the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the effective date of an Incremental Term Facility (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Incremental Term Facility, and (ii) in the case of the Company, certifying that, before and after giving effect to such Incremental Term Facility, (A) the representations and warranties contained in Article VI and the other Loan Documents are true and correct on and as of such effective date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 6.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (b) and (a), respectively, of Section 7.01, and (B) no Default exists, and (3) all fees and expenses of the Administrative Agent and the Incremental Term Lenders in connection with such Incremental Term Facility shall have been paid on or prior to the effectiveness of such Incremental Term Facility. Upon the effective date of an Incremental Term Supplement, each lender thereunder shall become an Incremental Term Lender hereunder and such Incremental Term Supplement shall be deemed part of this Credit Agreement for all purposes thereafter.

Conditions to Effectiveness of Incremental Term Facility. As a condition precedent to the effectiveness of each Incremental Term Facility, (1) the Company, the Administrative Agent and the Incremental Term Lenders party thereto shall enter into a supplement to this Credit Agreement in substantially the form of Exhibit I (an “Incremental Term Supplement”) duly completed such that such Incremental Term Supplement shall set forth the terms and conditions relating to such Incremental Term Facility, which shall be reasonably acceptable to the Administrative Agent (except to the extent that they are consistent with the provisos to this clause (c)); provided that, in any event, such Incremental Term Facility shall (i) not have a final maturity date earlier than the Maturity Date applicable to the Term A Facility or a weighted average life to maturity shorter than the weighted average life to maturity of the Term A Facility, (ii) be guaranteed only by the Guarantors hereunder, (iii) rank pari passu or junior in right of payment and of security with the Term A Facility and (iv) except as to pricing and amortization, shall have terms and documentation no more restrictive than the terms of the Term A Loans unless such terms are reasonably satisfactory to the Administrative Agent, (2) the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the effective date of an Incremental Term Facility (in sufficient copies for each Lender) Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Incremental Term Facility, and (ii) in the case of the Company, certifying that, before and after giving effect to any Borrowing under such Incremental Term FacilityFacility on the Term Increase Effective Date, (A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects, except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects, on and as of such effective datethe Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.18, the representations and warranties contained in subsections (a) and (b) of Section 6.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (ba) and (ab), respectively, of Section 7.016.01, and (B) no Default exists, exists and (3C) all fees after giving effect to the Incremental Term Facility, the Company and expenses its Restricted Subsidiaries are in Pro Forma Compliance with the applicable financial covenants contained in Section 7.11 (giving effect to, among other things, the application of proceeds thereof, but subject to the limitation on netting provided above) as at the last day of the most recently ended Measurement Period. The Borrowers shall deliver or cause to be delivered any other customary documents (including, without limitation, legal opinions) as reasonably requested by the Administrative Agent and the Incremental Term Lenders in connection with such Incremental Term Facility shall have been paid on or prior to the effectiveness of such any Incremental Term Facility. Upon the effective date of an Incremental Term Supplement, each lender thereunder shall become an Incremental Term Lender hereunder and such Incremental Term Supplement shall be deemed part of this Credit Agreement for all purposes thereafter.

Conditions to Effectiveness of Incremental Term Facility. As a condition precedent to the effectiveness of each Incremental Term Facility, (1) the CompanyBorrower, the Administrative Agent and the Incremental Term Lenders party thereto shall enter into a supplement to this Credit Agreement in substantially the form of Exhibit I (an “Incremental Term Supplement”) duly completed such that such Incremental Term Supplement shall set forth the terms and conditions relating to such Incremental Term Facility, which which, to the extent that they differ from those applicable to the Term B Facility shall be reasonably acceptable to the Administrative Agent (except to the extent that they are consistent with the provisos to this clause (c)); provided that, in any event, such Incremental Term Facility shall (i) not have a final maturity date earlier than the Maturity Date applicable to the Term A B Facility or a weighted average life to maturity shorter than the weighted average life to maturity of the Term A B Facility, (ii) be guaranteed only by the Guarantors hereunder, (iii) rank pari passu or junior in right of payment and of security with the Term A B Facility and (iv) except as to pricing and amortization, shall have terms and documentation no more restrictive than the terms of the Term A B Loans unless such terms are reasonably satisfactory to the Administrative Agent; provided, further, that in the event that the initial all-in yield for the Incremental Term Loans under such Incremental Term Facility exceeds the all-in yield for the Term B Loans by more than 50 basis points, then the Applicable Rate for the Term B Loans shall be adjusted so that the all-in yield for the Incremental Term Loans under such Incremental Term Facility does not exceed the all-in yield applicable to the Term B Loans by more than 50 basis points; provided, that the determination of the all-in yield for the Term B Loans and Incremental Term Loans under an Incremental Term Facility shall include the following items: (x) interest rate margins, (y) Eurodollar Rate and Base Rate floors and (z) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable to the Lenders in the primary syndication thereof (with OID being equated to interest based on an assumed four-year life to maturity) and shall exclude customary arrangement or commitment fees payable to the arrangers (or their Affiliates) of such loans, (2) the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the effective date of an Incremental Term Facility (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Incremental Term Facility, and (ii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such Incremental Term Facility, (A) the representations and warranties contained in Article VI and the other Loan Documents are true and correct on and as of such effective date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 6.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (b) and (a), respectively, of Section 7.01, and (B) no Default exists, and (3) all fees and expenses of the Administrative Agent and the Incremental Term Lenders in connection with such Incremental Term Facility shall have been paid on or prior to the effectiveness of such Incremental Term Facility. Upon the effective date of an Incremental Term Supplement, each lender thereunder shall become an Incremental Term Lender hereunder and such Incremental Term Supplement shall be deemed part of this Credit Agreement for all purposes thereafter.

Conditions to Effectiveness of Incremental Term Facility. As a condition conditions precedent to the effectiveness incurrence of each any Incremental Term Facility, (1i) the Company, the Administrative Agent and the Incremental Term Lenders party thereto shall enter into a supplement to this Credit Agreement in substantially the form of Exhibit I (an “Incremental Term Supplement”) duly completed such that such Incremental Term Supplement shall set forth the terms and conditions relating to such Incremental Term Facility, which shall be reasonably acceptable to the Administrative Agent (except to the extent that they are consistent with the provisos to this clause (c)); provided that, in any event, such Incremental Term Facility shall (i) not have a final maturity date earlier than the Maturity Date applicable to the Term A Facility or a weighted average life to maturity shorter than the weighted average life to maturity of the Term A Facility, (ii) be guaranteed only by the Guarantors hereunder, (iii) rank pari passu or junior in right of payment and of security with the Term A Facility and (iv) except as to pricing and amortization, shall have terms and documentation no more restrictive than the terms of the Term A Loans unless such terms are reasonably satisfactory to the Administrative Agent, (2) the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the effective date of an the Incremental Term Facility (in sufficient copies for each Lenderthe “Incremental Term Facility Effective Date”) signed by a Responsible Officer of such Loan Party certifying that (iA) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Incremental Term Facility, and (ii) in the case of the Company, certifying that, before and after giving effect to such Incremental Term Facility, increase no Default or Event of Default shall exist and (AB) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct on and as of such effective date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.17, the representations and warranties contained in subsections (a) and (b) of Section 6.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (ba) and (ab), respectively, of Section 7.016.01, (ii) the Administrative Agent shall have received a joinder agreement (each, an “Incremental Term Facility Joinder”) duly executed by Borrower, each Term Lender and the Administrative Agent setting forth the interest rates, Maturity Date, amortization, Term Commitments and other provisions relevant to such Incremental Term Facility, (iii) if necessary, this Agreement shall be amended, in form and substance reasonably satisfactory to the Administrative Agent, to reflect the addition of such Incremental Term Facility but not in any manner that would be materially adverse to the Lenders under any then-existing Facility without the approval of the Required Revolving Lenders or the Required Term Lenders under such Facility (or, to the extent required under Section 10.01, without the approval of each Lender under such Facility), (iv) the Administrative Agent shall have received an Additional First Lien Joinder Agreement with respect to such Incremental Term Facility, dated on or prior to the Incremental Term Facility Effective Date, duly executed by the Administrative Agent, in its capacity as Authorized Representative for such Incremental Term Facility, the Collateral Agent, the Administrative Agent, in its capacity as Authorized Representative for the Revolving Credit Facility, and any other Authorized Representative that is then a party to the Intercreditor Agreement, (Bv) no Default existsthe Administrative Agent shall have received evidence in form and substance reasonably satisfactory to the Administrative Agent that the net proceeds of the Incremental Term Facility will be applied as required by this Agreement, (vi) the Administrative Agent shall have received documents and endorsements to the title insurance policy of the types referred to in subsections (3iv) all fees through (vi) of Section 4.01(a), in each case in form and expenses of substance reasonably satisfactory to the Administrative Agent and the Term Lenders under such Incremental Term Lenders in connection with Facility, and (vii) any other terms and provisions applicable to such Incremental Term Facility shall have been paid on or prior be satisfactory to the effectiveness of such Incremental Term Facility. Upon the effective date of an Incremental Term SupplementAdministrative Agent, each lender thereunder shall become an Incremental Term Lender hereunder and such Incremental Term Supplement shall be deemed part of this Credit Agreement for all purposes thereafterin its reasonable discretion.

Conditions to Effectiveness of Incremental Term Facility. As a condition precedent to the effectiveness of each Incremental Term Facility, (1) the CompanyBorrower, the Administrative Agent and the Incremental Term Lenders party thereto shall enter into a supplement to this Credit Agreement in substantially the form of Exhibit I G hereto (an “Incremental Term Supplement”) duly completed such that such Incremental Term Supplement shall set forth the terms and conditions relating to such Incremental Term Facility, which which, to the extent that they differ from those applicable to the Term B Facility shall be reasonably acceptable to the Administrative Agent (except to the extent that they are consistent with the provisos to this clause (c)); provided that, in any event, such Incremental Term Facility shall (i) not have a final maturity date earlier than the Maturity Date applicable to the Term A B Facility or a weighted average life to maturity shorter than the weighted average life to maturity of the Term A B Facility, (ii) be guaranteed only by the Guarantors hereunder, (iii) rank pari passu or junior in right of payment and of security with the Term A B Facility and (iv) except as to pricing and amortization, shall have terms and documentation no more restrictive than the terms of the Term A B Loans unless such terms are reasonably satisfactory to the Administrative Agent; provided, further, that in the event that the initial all-in yield for the Incremental Term Loans under such Incremental Term Facility exceeds the all-in yield for the Term B Loans, then the Applicable Rate for the Term B Loans shall be adjusted so that the all-in yield for the Incremental Term Loans under such Incremental Term Facility does not exceed the all-in yield applicable to the Term B Loans; provided that the determination of the all-in yield for the Term B Loans and Incremental Term Loans under the Incremental Term Facility shall include the following items: (x) interest rate margins, (y) Eurodollar Rate and Base Rate floors and (z) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable to the Lenders in the primary syndication thereof (with OID being equated to interest based on an assumed four-year life to maturity) and shall exclude customary arrangement or commitment fees payable to the arrangers (or their affiliates) of such loans, (2) the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the effective date of an the Incremental Term Facility (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Incremental Term Facility, and (ii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such Incremental Term Facility, (A) the representations and warranties contained in Article VI and the other Loan Documents are true and correct on and as of such effective date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 6.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (b) and (a), respectively, of Section 7.01, and (B) no Default exists, and (3) all fees and expenses of the Administrative Agent and the Incremental Term Lenders in connection with such Incremental Term Facility shall have been paid on or prior to the effectiveness of such Incremental Term Facility. Upon the effective date of an Incremental Term Supplement, each lender thereunder shall become an Incremental Term Lender hereunder and such Incremental Term Supplement shall be deemed part of this Credit Agreement for all purposes thereafter.

Conditions to Effectiveness of Incremental Term Facility. As a condition precedent to the effectiveness of each Incremental Term Facility, (1) the Company, the Administrative Agent and the Incremental Term Lenders party thereto shall enter into a supplement or amendment to this Credit Agreement Agreement, which may be in substantially the form of attached as Exhibit I hereto or another form reasonably acceptable to the Administrative Agent (an “Incremental Term Supplement”) duly completed such that such Incremental Term Supplement shall set setting forth the terms and conditions relating to such Incremental Term Facility, which shall be reasonably acceptable to the Administrative Agent (except to the extent that they are consistent with the provisos to this clause (c)); provided that, in any event, such Incremental Term Facility shall (i) not have a final maturity date earlier than the Maturity Date applicable to the Extended Term A Facility or a weighted average life to maturity shorter than the weighted average life to maturity of the Extended Term A Facility, (ii) be guaranteed only by the Guarantors hereunder, (iii) rank pari passu or junior in right of payment and of security with the Term A Facility FacilityFacilities, (iv) provide for the ability to participate on a 91 pro rata basis or less than a pro rata basis (but not on a greater than pro rata basis except with respect to mandatory prepayments based on excess cash flow) in any voluntary or mandatory prepayments of the Non-Extended Term A Loans and the Extended Term A Loans and (ivv) except as to pricing pricing, interest rate margins, rate floors, discounts, fees, collateral, guarantees, premiums and amortizationprepayment or redemption provisions, some of which are addressed in other clauses of this Section 2.14(c), shall have terms and documentation no conditions not materially more restrictive (when taken as a whole) than the terms and conditions of this Agreement (when taken as a whole) (unless (x) such terms and conditions are applicable only to periods after the Maturity Date at such time or (y) the Lenders also receive the benefit of such more restrictive terms and conditions) (it being understood that, to the extent that any covenant, event of default, guarantee or other provision is added or modified for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent or any of the Term A Lenders if such covenant, event of default or guarantee is also added or modified for the benefit of any corresponding Loans unless remaining outstanding after the issuance or incurrence of any such terms are reasonably satisfactory Indebtedness in connection therewith); provided, that the Borrower may, in its sole discretion, deliver a certificate of a Responsible Officer of the Borrower to the Administrative AgentAgent substantially concurrently with or up to one (1) Business Day prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such resulting Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement in this clause (v), and such certificate shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement, (2) the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the effective date of an Incremental Term Facility (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Incremental Term Facility, and (ii) in the case of the Company, certifying that, before and after giving effect to such Incremental Term Facility, (A) the representations and warranties contained in Article VI and the other Loan Documents are true and correct on and as of such effective date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 6.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (b) and (a), respectively, of Section 7.01, and (B) no Default exists, and (3) all fees and expenses of the Administrative Agent and the Incremental Term Lenders in connection with such Incremental Term Facility shall have been paid on or prior to the effectiveness of such Incremental Term Facility. Upon the effective date of an Incremental Term Supplement, each lender thereunder shall become an Incremental Term Lender hereunder and such Incremental Term Supplement shall be deemed part of this Credit Agreement for all purposes thereafter. Any Incremental Term Supplement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Borrower in consultation with the Administrative Agent, to effect the provisions of this Section 2.14. This Section 2.14 shall supersede any provisions in Section 10.01 to the contrary.

Conditions to Effectiveness of Incremental Term Facility. As a condition precedent to the effectiveness of each Incremental Term Facility, (1) the Company, the Administrative Agent and the Incremental Term Lenders party thereto shall enter into a supplement to this Credit Agreement in substantially the form of Exhibit I (an “Incremental Term Supplement”) duly completed such that such Incremental Term Supplement shall set forth the terms and conditions relating to such Incremental Term Facility, which shall be reasonably acceptable to the Administrative Agent (except to the extent that they are consistent with the provisos to this clause (c)); provided that, in any event, such Incremental Term Facility shall (i) not have a final maturity date earlier than the Maturity Date applicable to the Term A Facility or a weighted average life to maturity shorter than the weighted average life to maturity of the Term A Facility, (ii) be guaranteed only by the Guarantors hereunder, (iii) rank pari passu or junior in right of payment and of security with the Term A Facility and (iv) except as to pricing and amortization, shall have terms and documentation no more restrictive than the terms of the Term A Loans unless such terms are reasonably satisfactory to the Administrative Agent, (2) the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the effective date of an Incremental Term Facility (in sufficient copies for each Lender) Increase Effective Date signed by a Responsible Officer of such Loan Party the Borrower (iy) certifying and attaching the resolutions adopted by such the Borrower and the other Loan Party Parties approving or consenting to such Incremental Term Facility, and (iix) in the case of the Company, certifying that, before and after giving effect to any Borrowing under such Incremental Term FacilityFacility on the Term Increase Effective Date, (A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects, except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects, on and as of such effective datethe Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 6.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (ba) and (ab), respectively, of Section 7.016.01, and (B) no Default exists, exists and (3C) all fees after giving effect to the Incremental Term Facility, the Borrower and expenses its Restricted Subsidiaries are in compliance with the applicable financial covenants contained in Section 7.11 on a pro forma basis (giving effect to, among other things, the application of proceeds thereof and any repayment of indebtedness after the beginning of the relevant determination period but prior to or substantially simultaneous with the Term Increase Effective Date) as at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01. The Borrower shall deliver or cause to be delivered any other customary documents, including, without limitation, legal opinions) as reasonably requested by the Administrative Agent and the Incremental Term Lenders in connection with such Incremental Term Facility shall have been paid on or prior to the effectiveness of such any Incremental Term Facility. Upon the effective date of an Incremental Term Supplement, each lender thereunder shall become an Incremental Term Lender hereunder and such Incremental Term Supplement shall be deemed part of this Credit Agreement for all purposes thereafter.

Conditions to Effectiveness of Incremental Term Facility. As a condition precedent to the effectiveness of each Incremental Term Facility, (1) the Company, the Administrative Agent and the Incremental Term Lenders party thereto shall enter into a supplement to this Credit Agreement in substantially the form of Exhibit I (an “Incremental Term Supplement”) duly completed such that such Incremental Term Supplement shall set forth the terms and conditions relating to such Incremental Term Facility, which shall be reasonably acceptable to the Administrative Agent (except to the extent that they are consistent with the provisos to this clause (c)); provided that, in any event, such Incremental Term Facility shall (i) not have a final maturity date earlier than the Maturity Date applicable to the Term A Facility or a weighted average life to maturity shorter than the weighted average life to maturity of the Term A Facility, (ii) be guaranteed only by the Guarantors hereunder, (iii) rank pari passu or junior in right of payment and of security with the Term A Facility and (iv) except as to pricing and amortization, shall have terms and documentation no more restrictive than the terms of the Term A Loans unless such terms are reasonably satisfactory to the Administrative Agent, (2) the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the effective date of an Incremental Term Facility (in sufficient copies for each Lender) Increase Effective Date signed by a Responsible Officer of such Loan Party the Borrower (iy) certifying and attaching the resolutions adopted by such the Borrower and the other Loan Party Parties approving or consenting to such Incremental Term Facility, and (iix) in the case of the Company, certifying that, before and after giving effect to any Borrowing under such Incremental Term FacilityFacility on the Term Increase Effective Date, (A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects, except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects, on and as of such effective datethe Term Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 6.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (ba) and (ab), respectively, of Section 7.016.01, and (B) no Default exists, exists and (3C) all fees after giving effect to the Incremental Term Facility, the Borrower and expenses its Restricted Subsidiaries are in compliance with the financial covenants contained in Section 7.11 on a pro forma basis (giving effect to, among other things, the application of proceeds thereof) as at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01. The Borrower shall deliver or cause to be delivered any other customary documents, including, without limitation, legal opinions) as reasonably requested by the Administrative Agent and the Incremental Term Lenders in connection with such Incremental Term Facility shall have been paid on or prior to the effectiveness of such any Incremental Term Facility. Upon the effective date of an Incremental Term Supplement, each lender thereunder shall become an Incremental Term Lender hereunder and such Incremental Term Supplement shall be deemed part of this Credit Agreement for all purposes thereafter.

Conditions to Effectiveness of Incremental Term Facility. As a condition precedent to the effectiveness of each Incremental Term Facility, (1) the Company, the Administrative Agent and the Incremental Term Lenders party thereto shall enter into a supplement to this Credit Agreement in substantially the form of Exhibit I (an “Incremental Term Supplement”) duly completed such that such Incremental Term Supplement shall set forth the terms and conditions relating to such Incremental Term Facility, which shall be reasonably acceptable to the Administrative Agent (except to the extent that they are consistent with the provisos to this clause (c)); provided that, in any event, such Incremental Term Facility shall (i) not have a final maturity date earlier than the Maturity Date applicable to the Term A Facility or a weighted average life to maturity shorter than the weighted average life to maturity of the Term A Facility, (ii) be guaranteed only by the Guarantors hereunder, (iii) rank pari passu or junior in right of payment and of security with the Term A Facility and (iv) except as to pricing and amortization, shall have terms and documentation no more restrictive than the terms of the Term A Loans unless such terms are reasonably satisfactory to the Administrative Agent, (2x) the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the effective date of an Incremental Term Facility Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Incremental Term Facility, Facility and (iiy) in the case of the Company, certifying that, before and after giving effect to such Incremental Term Facility, (Ai) no Default shall exist, (ii) the financial covenants in Section 7.11 would be satisfied on a pro forma basis for the most recent Measurement Period after giving effect to such Incremental Term Facility and any related transactions, (iii) the Senior Secured Leverage Ratio, determined on a pro forma basis after giving effect to such Incremental Term Facility and any related transactions, shall not exceed 3.5:1.0, (iv) the representations and warranties contained in Article VI 5 and the other Loan Documents are true and correct on and as of such effective datethe Incremental Term Facility Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 6.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (ba) and (ab), respectively, of Section 7.016.01, (v) the maturity date of any new tranche of term loans shall be no earlier than the Maturity Date with respect to the Term A Loans, (vi) any Incremental Term Facility shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Term A Loans and (Bvii) no Default exists, and (3) all any fees and expenses of the Administrative Agent and the Incremental Term Lenders payable in connection with such Incremental Term Facility to the Administrative Agent and the Term A Lenders shall have been paid on or prior paid. Each Incremental Term Facility shall rank pari passu in right of payment and of security with the Revolving Credit Facility and the Term A Facility. Except as otherwise provided in this Section 2.15, the Incremental Term Loans shall be treated substantially the same as the Term A Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term A Loans to the effectiveness of extent such differences (other than interest rates and amortization schedule) are reasonably acceptable to the Administrative Agent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereunder; provided, further, that in the event that the All-in Yield for any Incremental Term Loans is more than 0.50% per annum greater than the All-in Yield for the Term A Loans, then the Applicable Rate for the Term A Loans shall be increased to the extent necessary so that the All-in Yield for such Incremental Term FacilityLoans shall not be more than 0.50% per annum greater than the All-in Yield for the Term A Loans. Upon the effective date of an The Incremental Term Supplement, each lender thereunder shall become an Incremental Term Lender hereunder and such Incremental Term Supplement Loans shall be deemed part of this Credit Agreement for all purposes thereaftermade by the Term A Lenders participating therein pursuant to the procedures set forth in Section 2.02.

Conditions to Effectiveness of Incremental Term Facility. As a condition precedent to the effectiveness of each Incremental Term Facility, (1) the Company, the Administrative Agent and the Incremental Term Lenders party thereto shall enter into a supplement or amendment to this Credit Agreement Agreement, which may be in substantially the form of attached as Exhibit I hereto or another form reasonably acceptable to the Administrative Agent (an “Incremental Term Supplement”) duly completed such that such Incremental Term Supplement shall set setting forth the terms and conditions relating to such Incremental Term Facility, which shall be reasonably acceptable to the Administrative Agent (except to the extent that they are consistent with the provisos to this clause (c)); provided that, in any event, such Incremental Term Facility shall (i) not have a final maturity date earlier than the Maturity Date applicable to the Term A Facility or a weighted average life to maturity shorter than the weighted average life to maturity of the Term A Facility, (ii) be guaranteed only by the Guarantors hereunder, (iii) rank pari passu or junior in right of payment and of security with the Term A Facility Facility, (iv) provide for the ability to participate on a pro rata basis or less than a pro rata basis (but not on a greater than pro rata basis except with respect to mandatory prepayments based on excess cash flow) in any voluntary or mandatory prepayments of the Term A Loans and (ivv) except as to pricing pricing, interest rate margins, rate floors, discounts, fees, collateral, guarantees, premiums and amortizationprepayment or redemption provisions, some of which are addressed in other clauses of this Section 2.14(c), shall have terms and documentation no conditions not materially more restrictive (when taken as a whole) than the terms and conditions of this Agreement (when taken as a whole) (unless (x) such terms and conditions are applicable only to periods after the Maturity Date at such time or (y) the Lenders also receive the benefit of such more restrictive terms and conditions) (it being understood that, to the extent that any covenant, event of default, guarantee or other provision is added or modified for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent or any of the Term A Lenders if such covenant, event of default or guarantee is also added or modified for the benefit of any corresponding Loans unless remaining outstanding after the issuance or incurrence of any such terms are reasonably satisfactory Indebtedness in connection therewith); provided, that the Borrower may, in its sole discretion, deliver a certificate of a Responsible Officer of the Borrower to the Administrative AgentAgent substantially concurrently with or up to one (1) Business Day prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such resulting Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement in this clause (v), and such certificate shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement, (2) the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the effective date of an Incremental Term Facility (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Incremental Term Facility, and (ii) in the case of the Company, certifying that, before and after giving effect to such Incremental Term Facility, (A) the representations and warranties contained in Article VI and the other Loan Documents are true and correct on and as of such effective date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 6.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (b) and (a), respectively, of Section 7.01, and (B) no Default exists, and (3) all fees and expenses of the Administrative Agent and the Incremental Term Lenders in connection with such Incremental Term Facility shall have been paid on or prior to the effectiveness of such Incremental Term Facility. Upon the effective date of an Incremental Term Supplement, each lender thereunder shall become an Incremental Term Lender hereunder and such Incremental Term Supplement shall be deemed part of this Credit Agreement for all purposes thereafter. Any Incremental Term Supplement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Borrower in consultation with the Administrative Agent, to effect the provisions of this Section 2.14. This Section 2.14 shall supersede any provisions in Section 10.01 to the contrary.

Conditions to Effectiveness of Incremental Term Facility. As a condition precedent to the effectiveness of each Incremental Term Facility, (1) the Company, the Administrative Agent and the Incremental Term Lenders party thereto shall enter into a supplement to this Credit Agreement in substantially the form of Exhibit I (an “Incremental Term Supplement”) duly completed such that such Incremental Term Supplement shall set forth the terms and conditions relating to such Incremental Term Facility, which shall be reasonably acceptable to the Administrative Agent (except to the extent that they are consistent with the provisos to this clause (c)); provided that, in any event, such Incremental Term Facility shall (i) not have a final maturity date earlier than the Maturity Date applicable to the Term A Facility or a weighted average life to maturity shorter than the weighted average life to maturity of the Term A Facility, (ii) be guaranteed only by the Guarantors hereunder, (iii) rank pari passu or junior in right of payment and of security with the Term A Facility and (iv) except as to pricing and amortization, shall have terms and documentation no more restrictive than the terms of the Term A Loans unless such terms are reasonably satisfactory to the Administrative Agent, (2) the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the effective date of an Incremental Term Facility (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Incremental Term Facility, and (ii) in the case of the Company, certifying that, before and after giving effect to such Incremental Term Facility, (A) the representations and warranties contained in Article VI and the other Loan Documents are true and correct on and as of such effective date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 6.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (b) and (a), respectively, of Section 7.01, and (B) no Default exists, and (3) all fees and expenses of the Administrative Agent and the Incremental Term Lenders in connection with such Incremental Term Facility shall have been paid on or prior to the effectiveness of such Incremental Term Facility. Upon the effective date of an Incremental Term Supplement, each lender thereunder shall become an Incremental Term Lender hereunder and such Incremental Term Supplement shall be deemed part of this Credit Agreement for all purposes thereafter. (d) Any Incremental Term Loans shall be made available to the Borrower as set forth in the applicable Incremental Term Supplement; provided that, on such date, on a pro forma basis after giving effect to such increase in Loans, including any acquisitions consummated or payments of Indebtedness made with the proceeds thereof, and any acquisitions or dispositions after the first day of the most recently ended Quarter for which financial statements were delivered pursuant to Section 7.01 (such pro forma basis to include, in the Company’s discretion, a reasonable estimate of savings resulting from any such acquisition or disposition (A) that have been realized, (B) for which the steps necessary for realization have been taken, or (C) for which the steps necessary for realization are reasonably expected to be taken within 12 months of the date of such acquisition or disposition, in each case, certified by the Company) but prior to or simultaneous with the borrowing of any Incremental Term Loans, the Company would be in compliance with the Financial Covenants, recomputed as of the last day of the most recently ended Quarter for which financial statements were delivered pursuant to Section 7.01 and calculated as if such transaction occurred on the first day of the 12‑month period then ended.