Common use of Incremental Borrowings Clause in Contracts

Incremental Borrowings. (a) (i) At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in the aggregate amount of the Term Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject to the last sentence of Section 4.02, no Default or Event of Default shall have occurred and be continuing or shall result therefrom (B) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity Date, the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Date, (E) the interest rate margins and, subject to clause (D), the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase shall be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date by more than 50 basis points, then the interest rate margins for the Term Loans shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above), they shall be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental Cap.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that at the time of each such request and (i) upon the effectiveness of each any Incremental Term Facility Amendment, (A) subject Amendment referred to the last sentence of Section 4.02below, no Default or Event of Default shall have occurred exist and (ii) at the time when any such Incremental Loan is made (and after giving effect thereto), no Default or Event of Default shall exist. Each tranche of Incremental Loans shall be continuing in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Loans shall not exceed (A) $200,000,000 in the aggregate pursuant to this clause (A) or shall result therefrom (B) at the Borrower shall be Borrower’s option, up to an unlimited amount if, in compliance the case of this clause (B) only, the Total Senior Secured Leverage Ratio for the Test Period immediately preceding the incurrence of such Indebtedness for which financial statements are available is less than or equal to 3.75 to 1.00 (calculated on a Pro Forma Basis with Basis) (the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(aapplicable amount under clause (A) or (bB), the “Available Incremental Amount”) (Cit being understood that Incremental Loans may be incurred under clause (B) of the Borrower shall have delivered a certificate Available Incremental Amount regardless of a Financial Officer to the effect set forth in whether there is capacity under clause (A) thereof, and if both clauses (A) and (B) aboveare available and the Borrower does not make an election, together with reasonably detailed calculations demonstrating compliance with the Borrower will be deemed to have elected clause (B))). The Incremental Loans (a) aboveshall rank pari passu in right of payment and of security with the Loans, (Db) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be mature earlier than the Term Original Loan Maturity Date, Date and (c) the Weighted Average Life to Maturity of any such Term Incremental Loans incurred pursuant to such Term Commitment Increase shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Datethen-existing Loans, (Ed) the interest rate margins and, subject to clause clauses (D)b) and (c) above, the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder, (e) the interest rate margin applicable to any Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that in the event that the interest rate margins for any term loans incurred pursuant All-In Yield applicable to such Term Commitment Increase are higher than Incremental Loans exceeds the interest rate margins for the Term All-In Yield of any Class of Loans incurred on the Effective Date existing at such time by more than 50 basis points, then the interest rate margins for the Term each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such interest rate margins are Loans is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Term Commitment Increase Incremental Loans minus 50 basis points; provided, further, that, (f) the representations and warranties contained in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which Loan Documents shall be deemed to constitute like amounts of OID) payable by Borrower to accurate in all material respects before and after the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) effectiveness of any Term Commitment Increase shall be excluded Incremental Amendment referred to below and (zg) except as otherwise required or permitted in clauses (a) through (f) above, all other terms of such Incremental Loans, if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Loans, they shall be reasonably satisfactory to the Administrative Agent. Any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis(except for prepayments pursuant to Section 2.03(b)(iii)(B))) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each Term Commitment Increase notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent). Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment 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 Administrative Agent and the Borrower, to effect the provisions of this Section 2.12. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in a minimum principal amount Section 4.02 (it being understood that all references to “the date of $10,000,000 such Borrowing” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and integral multiples such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental CapLoans for any purpose not prohibited by this Agreement.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in the aggregate amount of the Term Loans, which shall take the form of to an additional existing tranche of term loans hereunder (each such increase, a the “Incremental Term Commitment IncreaseLoans”) from one or more entities that are then Lenders and Additional Lenders); provided that (w) at the time of each that any such request and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject to the last sentence of Section 4.02Loan is made, no Default or Event of Default shall have occurred and be continuing continuing, except that in the case of Incremental Term Loans incurred to make a Permitted Acquisition or a Permitted Investment, in which case at the time such Incremental Term Loan is made, no Event of Default pursuant to Sections 9.01(a) or (f) shall result therefrom have occurred and be continuing, (Bx) at the Borrower shall be in compliance on a Pro Forma Basis with time that any such Incremental Term Loan is made, the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document shall be true and correct in all material respects on and as of such dates, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that to the extent that any representation and warranty is qualified as to “materiality” or “Material Adverse Effect”, such representation and warranty shall be true and correct in all respects on such respective dates, and except that for which financial purposes of this section, the representations and warranties contained in clause (a) of Section 6.05 shall be deemed to refer to the most recent statements have been delivered furnished pursuant to Section 5.01(aclauses (a) or and (b), (C) the Borrower shall have delivered a certificate respectively, of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity Date, the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Date, (E) the interest rate margins and, subject to clause (D), the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase shall be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date by more than 50 basis points, then the interest rate margins for the Term Loans shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis pointsSection 7.01; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the case of Incremental Term Loans incurred on to make a Permitted Acquisition or a Permitted Investment, such representations and warranties to be made at the Effective Date (x) OID or upfront fees (which time that any such Incremental Term Loan is made shall be deemed to constitute like amounts of OID) payable by Borrower limited to the relevant Lenders in Specified Representations and the initial primary syndication thereof shall be included “acquisition agreement representations” (with OID being equated to interest based on assumed four-year life to maturity), or similar representations) conformed as appropriate for such transaction; and (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase Borrower shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable have delivered to the Term Loans incurred on the Effective DateAdministrative Agent a certificate of a Responsible Officer, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above), they shall be detail reasonably satisfactory to the Administrative Agent, demonstrating that the incurrence of such Incremental Term Loans requested does not violate the provisions of the Relative Rights Agreement or the Master Lease. Each Term Commitment Increase shall be in a minimum principal The aggregate amount of the Incremental Term Loans shall not exceed the greater of (x)(A) $10,000,000 500,000,000 and integral multiples (B) 100% of $1,000,000 Consolidated EBITDA plus (y) an unlimited amount, so long as in excess thereofthe case of this clause (y) only, the Borrower has at the time such Incremental Term Loan is made, a Senior Secured Net Leverage Ratio equal to or less than 3.75:1.00 calculated on a Pro Forma Basis; provided that for purposes of this clause (y), net cash proceeds of Incremental Term Loans incurred at such time shall not be netted against the applicable amount of Consolidated Indebtedness for purposes of such calculation of the Senior Secured Net Leverage Ratio plus (z) the aggregate amount of voluntary prepayments of Term Loans other than from the proceeds of the incurrence of Indebtedness (provided, however, that if amounts incurred under clause (y) are incurred concurrently with the incurrence of Incremental Term Loans under clause (x) and/or (z), the Senior Secured Net Leverage Ratio shall be calculated without giving effect to such amounts incurred in reliance on the foregoing clause (x) and/or (z); provided, further, for the avoidance of doubt, to the extent the proceeds of any Incremental Term Loans are being utilized to repay Indebtedness, such calculations shall give pro forma effect to such repayments) (the amount available under clauses (x), (y) and (z), the “Available Incremental Amount”). The Borrower may elect to use clause (y) of the Available Incremental Amount regardless of whether the Borrower has capacity under clauses (x) or (z) of the Available Incremental Amount. Further, the Borrower may elect to use clause (y) of the Available Incremental Amount prior to using clause (x) or (z) of the Available Incremental Amount, and if both clause (y) and clause (x) and/or (z) of the Available Incremental Amount are available and the Borrower does not make an election, then the Borrower will be less than $10,000,000 if such amount represents all deemed to have elected to use clause (y) of the remaining availability under the Available Incremental CapAmount.

Incremental Borrowings. (a) (i) At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in the aggregate amount of the Term Loans, which shall take the form of an additional tranche of term loans hereunder Revolving Commitments (each such increase, a “Term Revolving Commitment Increase”) from one or more entities that are then Lenders and Additional Revolving Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Term Revolving Facility Amendment, (A) subject to the last sentence of Section 4.02, no Default or Event of Default shall have occurred and be continuing or shall result therefrom therefrom, (B) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (regardless of whether such Financial Performance Covenant is applicable at the time), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date of any term loans incurred pursuant to shall be the Revolving Maturity Date, and such Term Revolving Commitment Increase shall not otherwise be earlier than the Term Maturity Date, the Weighted Average Life on identical terms (including with respect to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical guaranties) to those benefiting of the Term Loans incurred on the Effective DateRevolving Commitments pursuant to this Agreement, and (E) the interest rate margins and, subject to clause (D), the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase shall be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date by more than 50 basis points, then the interest rate margins for the Term Loans shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Revolving Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Revolving Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) no Issuing Bank or (E) above), they Swingline Lender shall be reasonably satisfactory required to the Administrative Agentact as “issuing bank” or “swingline lender” under any such Revolving Commitment Increase without its written consent. Each Term Revolving Commitment Increase shall be in a minimum principal amount of $10,000,000 5,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental Cap.

Incremental Borrowings. (a) (i) At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make such notice available to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in the aggregate amount of the Term Loans, which shall take the form of an additional tranche of term loans hereunder Revolving Commitments (each such increase, a “Term Revolving Commitment Increase”) from one or more entities that are then Lenders and Additional Revolving Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Term Revolving Facility Amendment, (Ai) subject to the last sentence of Section 4.02, no Default or Event of Default shall have occurred and be continuing or shall result therefrom (B) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b)therefrom, (Cii) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (Bi) above, (Diii) the maturity date of any term loans incurred pursuant to shall be the Revolving Maturity Date, and such Term Revolving Commitment Increase shall not otherwise be earlier than the Term Maturity Date, the Weighted Average Life on identical terms (including with respect to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical guaranties) to those benefiting of the Term Loans incurred on the Effective Date, (E) the interest rate margins and, subject to clause (D), the amortization schedule for any term loans incurred Revolving Commitments pursuant to such Term Commitment Increase shall be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date by more than 50 basis pointsthis Agreement, then the interest rate margins for the Term Loans shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (Fiv) any Incremental Term Revolving Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Revolving Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) no Issuing Bank or (E) above), they Swingline Lender shall be reasonably satisfactory required to the Administrative Agentact as “issuing bank” or “swingline lender” under any such Revolving Commitment Increase without its written consent. Each Term Revolving Commitment Increase shall be in a minimum principal amount of $10,000,000 5,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental Cap.

Incremental Borrowings. (a) (i) At any time and from time to time after the Effective Datetime, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect add one or more additional tranches of term loans hereunder or increases in and/or increase the aggregate principal amount of the Term Loans, which shall take the form Loans of an additional tranche of existing Class by requesting new term loans hereunder commitments to be added to such Loans (each any such new tranche or increase, a the “Incremental Facility” and any loans made pursuant to an Incremental Facility, the “Incremental Term Commitment IncreaseLoans”) from one or more entities that are then Lenders and Additional Lenders; ), provided that at the time of each such request and upon the effectiveness of each Incremental Term Facility Loan Amendment, (A) subject except to the last sentence extent provided in Section 1.09, if the proceeds of Section 4.02any Incremental Facility are being used to finance a Limited Condition Transaction, no Default or Event of Default shall have has occurred and be is continuing or shall result therefrom therefrom. Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Term Loans shall not exceed the sum of (Bi) the greater of (x) $45,000,000 and (y) 50% of Consolidated EBITDA of the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or are available as determined on a Pro Forma Basis (bthe “Fixed Dollar Incremental Amount”), less the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt incurred and/or issued in reliance on the Fixed Dollar Incremental Amount plus (Cii) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date amount of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity Date, the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity voluntary prepayments of the Term Loans and Permitted Alternative Incremental Facilities Debt secured on a pari passu basis with the security interests and guaranties benefiting Term Loans, the loans under amount paid in Cash in respect of any reduction in the outstanding amount of any Term Loan resulting from any assignment of such Term Commitment Increase Loan to (and/or purchase of such Term Loan by) Holdings, the Borrower and/or any of their respective Restricted Subsidiaries, and/or application of any “yank-a-bank” provisions, in each case effected after the Closing Date (it being understood that any prepayment of such Indebtedness with the proceeds of substantially concurrent borrowings of long-term Indebtedness (other than revolving loans) shall be identical not increase the calculation of the amount under this clause (ii)) plus (iii) an unlimited amount so long as, in the case of this clause (iii), after giving effect to those benefiting such Incremental Facility, (A) in the Term Loans incurred case of Incremental Facilities secured by a Lien on the Effective DateCollateral that is pari passu basis with Liens securing the Obligations, the First Lien Leverage Ratio as determined as of the last day of the most recently ended Test Period for which financial statements are available as determined on a Pro Forma Basis would not exceed 3.25:1.00, (EB) in the case of Incremental Facilities secured by a Lien on the Collateral that is on a junior basis to the Liens securing the Obligations, the Total Secured Leverage Ratio as determined as of the last day of the most recently ended Test Period for which financial statements are available as determined on a Pro Forma Basis would not exceed 3.25:1.00 and (C) in the case of unsecured Incremental Facilities, either (I) the interest rate margins andTotal Leverage Ratio as determined as of the last day of the most recently ended Test Period for which financial statements are available as determined on a Pro Forma Basis, subject to would not exceed 4.00:1.00 (as determined on a Pro Forma Basis) or (II) the Interest Coverage Ratio as of the last day of the most recently ended Test Period for which financial statements are available as determined on a Pro Forma Basis, would be at least 2.00:1.00 (amounts incurred under this clause (Diii), the amortization schedule “Incremental Incurrence Amount”) (it being understood that for any term loans incurred pursuant to purposes of clause (iii) of this Section 2.14 (a), the cash proceeds of the relevant Incremental Facility (other than cash proceeds not applied promptly for the specified transaction in connection with such Term Commitment Increase incurrence) shall be determined by excluded in calculating the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date by more than 50 basis points, then the interest rate margins for the Term Loans shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, further, that, unrestricted cash amount used in determining the interest rate margins applicable to First Lien Leverage Ratio, Total Secured Leverage Ratio or Total Leverage Ratio, as applicable) (the term loans incurred pursuant to such Term Commitment Increase amounts described in clauses (i), (ii) and (iii) above, the Term Loans incurred on “Incremental Cap”), (it being understood that, at the Effective Date Borrower’s election, (xI) OID or upfront fees (which the Borrower shall be deemed to constitute like have used amounts under clause (iii) prior to utilization of OIDamounts under clause (i) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included or (with OID being equated to interest based on assumed four-year life to maturityii), (yII) customary arrangement or commitment fees payable to Loans may be incurred simultaneously under clauses (i), (ii) and (iii), and proceeds from any of such incurrence may be utilized in a single transaction by first calculating the Joint Bookrunners incurrence under clause (or their respective affiliatesiii) in connection with this Agreement or to one or more arrangers above and then calculating the incurrence under clauses (or their affiliatesi) and (ii) above and (III) any portion of any Term Commitment Increase shall Incremental Facility incurred in reliance on clause (i) and/or (ii) may be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Datereclassified, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by as the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that may elect from time to the extent such terms and documentation are not consistent with this Agreement time, as incurred under clause (except iii) to the extent permitted by clause (D) or (E) abovethereunder at such time on a Pro Forma Basis), they shall be reasonably satisfactory to the Administrative Agent. Each Incremental Term Commitment Increase Loan shall be in a minimum principal amount of $10,000,000 and an integral multiples multiple of $1,000,000 and be in excess thereof; an aggregate principal amount that is not less than $5,000,000 in case of Incremental Term Loans, provided that such amount may be less than $10,000,000 the applicable minimum amount if such amount represents all the remaining availability under the Incremental Cap.hereunder as set forth above: provided further that:

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the ClosingAmendment No. 1 Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that at the time of each such request and (i) upon the effectiveness of each any Incremental Term Facility Amendment, (A) subject Amendment referred to the last sentence of Section 4.02below, no Default or Event of Default shall have occurred exist and (ii) at the time when any such Incremental Loan is made (and after giving effect thereto), no Default or Event of Default shall exist. Each tranche of Incremental Loans shall be continuing in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Loans shall not exceed the sum of (Ax) $2070,000,000 in the aggregate pursuant to this clause (A) or shall result therefrom (B) at the Borrower shall be Borrower’s option, up to an unlimited amount if, in compliance the case of this clause (B) only, the Total Senior Secured Leverage Ratio for the Test Period immediately preceding the incurrence of such Indebtedness for which financial statements are available is less than or equal to 3.75 to 1.00 (calculated on a Pro Forma Basis with Basis) (the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(aapplicable amount under clause (A) or (bB), the “Available Incremental Amount”) (Cit being understood that Incremental Loans may be incurred under clause (B) of the Borrower shall have delivered a certificate Available Incremental Amount regardless of a Financial Officer to the effect set forth in whether there is capacity under clause (A) thereof, and if both clauses (A) and (B) aboveare available and the Borrower does not make an election, together with reasonably detailed calculations demonstrating compliance with the Borrower will be deemed to have elected clause (BB)))plus (y) abovethe amount of any repayment of any Loan made by the Borrower pursuant to Sections 2.05(a) and/or (b) after the Amendment No. 1 Effective Date (other than any such repayment made with proceeds of long-term funded Indebtedness (other than revolving Indebtedness)) (the amount described in this clause (y), the “Incremental Repayment Component”). The Incremental Loans (a) shall rank pari passu in right of payment and of security with the Loans, (Db) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be mature earlier than the Term Original Loan Maturity Date, Date and (c) the Weighted Average Life to Maturity of any such Term Incremental Loans incurred pursuant to such Term Commitment Increase shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Datethen-existing Loans, (Ed) the interest rate margins and, subject to clause clauses (D)b) and (c) above, the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder, (e) the interest rate margin applicable to anysuch Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that in the event that the interest rate margins for All-In Yield applicable to suchany Incremental Loans (other than any term loans Incremental Loan incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred in reliance on the Effective Date Incremental Repayment Component) exceeds the All-In Yield of any Class of Loans existing at such time by more than 50 basis points, then the interest rate margins for the Term each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such interest rate margins are Loans is equal to the interest rate margins for All-In Yield of such term loans Incremental Loans (other than any Incremental Loan incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred reliance on the Effective Date Incremental Repayment Component) minus 00 xxxxx xxxxxx, (x) OID or upfront fees (which the representations and warranties contained in the Loan Documents shall be deemed to constitute like amounts of OID) payable by Borrower to accurate in all material respects before and 82 J. Crew – A&R Term Loan Credit Agreement 82 WEIL:\96135034\1\54457.0006 after the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) effectiveness of any Term Commitment Increase shall be excluded Incremental Amendment referred to below, and (zg) except as otherwise required or permitted in clauses (a) through (f) above, all other terms of such Incremental Loans, if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Loans, they shall be reasonably satisfactory to the Administrative Agent. Any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.03(b)(iii)(B))) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each Term Commitment Increase notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent). Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment 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 Administrative Agent and the Borrower, to effect the provisions of this Section 2.12. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in a minimum principal amount Section 4.02 (it being understood that all references to “the date of $10,000,000 such Borrowing” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and integral multiples such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental CapLoans for any purpose not prohibited by this Agreement.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the ClosingAmendment No. 1 Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that at the time of each such request and (i) upon the effectiveness of each any Incremental Term Facility Amendment, (A) subject Amendment referred to the last sentence of Section 4.02below, no Default or Event of Default shall have occurred exist and (ii) at the time when any such Incremental Loan is made (and after giving effect thereto), no Default or Event of Default shall exist. Each tranche of Incremental Loans shall be continuing in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Loans shall not exceed the sum of (Ax) $2070,000,000 in the aggregate pursuant to this clause (A) or shall result therefrom (B) at the Borrower shall be Borrower’s option, up to an unlimited amount if, in compliance the case of this clause (B) only, the Total Senior Secured Leverage Ratio for the Test Period immediately preceding the incurrence of such Indebtedness for which financial statements are available is less than or equal to 3.75 to 1.00 (calculated on a Pro Forma Basis with Basis) (the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(aapplicable amount under clause (A) or (bB), the “Available Incremental Amount”) (Cit being understood that Incremental Loans may be incurred under clause (B) of the Borrower shall have delivered a certificate Available Incremental Amount regardless of a Financial Officer to the effect set forth in whether there is capacity under clause (A) thereof, and if both clauses (A) and (B) aboveare available and the Borrower does not make an election, together with reasonably detailed calculations demonstrating compliance with the Borrower will be deemed to have elected clause (BB)))plus (y) abovethe amount of any repayment of any Loan made by the Borrower pursuant to Sections 2.05(a) and/or (b) after the Amendment No. 1 Effective Date (other than any such repayment made with proceeds of long-term funded Indebtedness (other than revolving Indebtedness)) (the amount described in this clause (y), the “Incremental Repayment Component”). The Incremental Loans (a) shall rank pari passu in right of payment and of security with the Loans, (Db) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be mature earlier than the Term Original Loan Maturity Date, Date and (c) the Weighted Average Life to Maturity of any such Term Incremental Loans incurred pursuant to such Term Commitment Increase shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Datethen-existing Loans, (Ed) the interest rate margins and, subject to clause clauses (D)b) and (c) above, the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder, (e) the interest rate margin applicable to anysuch Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that in the event that the interest rate margins for All-In Yield applicable to suchany Incremental Loans (other than any term loans Incremental Loan incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred in reliance on the Effective Date Incremental Repayment Component) exceeds the All-In Yield of any Class of Loans existing at such time by more than 50 basis points, then the interest rate margins for the Term each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such interest rate margins are Loans is equal to the interest rate margins for All-In Yield of such term loans Incremental Loans (other than any Incremental Loan incurred pursuant to such Term Commitment Increase in reliance on the Incremental Repayment Component) minus 50 basis points; provided, further, that, (f) the representations and warranties contained in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which Loan Documents shall be deemed to constitute like amounts of OID) payable by Borrower to accurate in all material respects before and after the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) effectiveness of any Term Commitment Increase shall be excluded Incremental Amendment referred to below, and (zg) except as otherwise required or permitted in clauses (a) through (f) above, all other terms of such Incremental Loans, if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Loans, they shall be reasonably satisfactory to the Administrative Agent. Any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.03(b)(iii)(B))) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each Term Commitment Increase notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent). Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment 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 Administrative Agent and the Borrower, to effect the provisions of this Section 2.12. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in a minimum principal amount Section 4.02 (it being understood that all references to “the date of $10,000,000 such Borrowing” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and integral multiples such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental CapLoans for any purpose not prohibited by this Agreement.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that at subject, in the time case of each such request and Incremental Loans incurred to fund a Limited Condition Acquisition, to Section 1.08, upon the effectiveness of each any Incremental Term Facility Amendment, Amendment referred to below and at the time when any such Incremental Loan is made (A) subject to the last sentence of Section 4.02and after giving effect thereto), no Default or Event of Default shall have occurred and be continuing or shall result therefrom (B) the Borrower exist. Each tranche of Incremental Loans shall be in compliance an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $20,000,000 (provided that such amount may be less than $20,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Loans borrowed on a any date shall not exceed (i) $175,000,000 minus the aggregate principal amount of Revolving Commitment Increases incurred in reliance on the Unrestricted ABL Incremental Amount incurred under the ABL Facility prior to such incurrence of Incremental Loans hereunder (the “Unrestricted TL Incremental Amount”) plus (ii) the amount of any voluntary prepayments of the Loans (it being understood that any prepayment of Loans with the proceeds of Indebtedness shall not increase the calculation of the amount under this clause (ii)) plus (iii) unlimited additional amounts so long as, after giving Pro Forma Basis with Effect thereto and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the Financial Covenant Level recomputed cash proceeds of any such Incremental Loans and assuming such Incremental Loans are fully drawn), the Secured Net Leverage Ratio as of the last day of the most recently ended fiscal quarter Test Period shall not exceed 4.1 to 1.0; provided that, to the extent any additional amounts are being incurred pursuant to this clause (iii) concurrently with amounts incurred pursuant to the Unrestricted TL Incremental Amount in clause (i), the Secured Net Leverage Ratio shall be permitted to exceed 4.1 to 1.0 to the extent of such amounts incurred in reliance on the Unrestricted TL Incremental Amount as of the Borrower last day of the most recently ended Test Period; provided, further, that, for which financial statements have been delivered the avoidance of doubt, Incremental Loans may be incurred at the Borrower’s election pursuant to Section 5.01(athis clause (iii) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer prior to the effect utilization of the amounts set forth in clauses (Ai) and (Bii) aboveabove (it being understood that if the Borrower does not make such an election, together with reasonably detailed calculations demonstrating compliance with Incremental Loans will be deemed to have been incurred pursuant to clause (Biii) aboveprior to clauses (i) and (ii)). The Incremental Loans (a) shall have the same Guarantees as, and shall rank pari passu in right of payment and of security with the Loans, (Db) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity Date, Incremental Loans and the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase Incremental Loans, in each case, shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Datethen-existing Loans, (Ec) the interest rate margins and, subject to clause clauses (D)a) and (b) above, the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder, (d) the interest rate margin applicable to any Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that that, in the event that the interest rate margins for any term loans incurred pursuant All-In Yield applicable to such Term Commitment Increase are higher than Incremental Loans exceeds the interest rate margins for the Term All-In Yield of any Class of Loans incurred on the Effective Date existing at such time by more than 50 basis points, then the interest rate margins for the Term each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such interest rate margins are Loans is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Term Commitment Increase Incremental Loans minus 50 basis points; provided, further(e) the representations and warranties contained in the Loan Documents shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below (although any representations and warranties which expressly relate to a given date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective period, thatas the case may be), in determining the interest rate margins applicable subject to customary “SunGard” limitations to the term loans incurred pursuant extent the proceeds of any Incremental Amendment are being used to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity)finance a Limited Condition Acquisition, (yf) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans prepayments, shall be required, to treated substantially the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, same as (and in such case any event no more favorably) than the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (Fg) any except as otherwise required or permitted in clauses (a) through (f) above, all other terms of such Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are Loans, if not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Loans, they shall be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase Agent (it being understood that no consent shall be in required from the Administrative Agent for terms and conditions that are more restrictive than the Loans to the extent that they apply to periods after the then Latest Maturity Date or are otherwise added for the benefit of the Lenders hereunder). Any Incremental Loans may participate on a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be pro rata basis or on a less than $10,000,000 if such amount represents all pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the remaining availability under the applicable Incremental CapAmendment.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in the aggregate amount of the Term Loans, which shall take the form of to an additional existing tranche of term loans hereunder (each such increase, a the “Incremental Term Commitment IncreaseLoans”) from one or more entities that are then Lenders and Additional Lenders); provided that (w) at the time of each that any such request and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject to the last sentence of Section 4.02Loan is made, no Default or Event of Default shall have occurred and be continuing continuing, except that in the case of Incremental Term Loans incurred to make a Permitted Acquisition or a Permitted Investment, in which case at the time such Incremental Term Loan is made, no Event of Default pursuant to Sections 9.01(a) or (f) shall result therefrom have occurred and be continuing, (Bx) at the Borrower shall be in compliance on a Pro Forma Basis with time that any such Incremental Term Loan is made, the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document shall be true and correct in all material respects on and as of such dates, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that to the extent that any representation and warranty is qualified as to “materiality” or “Material Adverse Effect”, such representation and warranty shall be true and correct in all respects on such respective dates, and except that for which financial purposes of this section, the representations and warranties contained in clause (a) of Section 6.05 shall be deemed to refer to the most recent statements have been delivered furnished pursuant to Section 5.01(aclauses (a) or and (b), (C) the Borrower shall have delivered a certificate respectively, of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity Date, the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Date, (E) the interest rate margins and, subject to clause (D), the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase shall be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date by more than 50 basis points, then the interest rate margins for the Term Loans shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis pointsSection 7.01; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the case of Incremental Term Loans incurred on to make a Permitted Acquisition or a Permitted Investment, such representations and warranties to be made at the Effective Date (x) OID or upfront fees (which time that any such Incremental Term Loan is made shall be deemed to constitute like amounts of OID) payable by Borrower limited to the relevant Lenders in Specified Representations and the initial primary syndication thereof shall be included “acquisition agreement representations” (with OID being equated to interest based on assumed four-year life to maturity), or similar representations) conformed as appropriate for such transaction; and (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase Borrower shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable have delivered to the Term Loans incurred on the Effective DateAdministrative Agent a certificate of a Responsible Officer, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above), they shall be detail reasonably satisfactory to the Administrative Agent, demonstrating that the incurrence of such Incremental Term Loans requested does not violate the provisions of the Relative Rights Agreement or the Master Lease. Each Term Commitment Increase shall be in a minimum principal The aggregate amount of the Incremental Term Loans shall not exceed the greater of (x)(A) $10,000,000 300,000,000 and integral multiples (B) 100% of $1,000,000 Consolidated EBITDA plus (y) an unlimited amount, so long as in excess thereofthe case of this clause (y) only, the Borrower has at the time such Incremental Term Loan is made, a Senior Secured Net Leverage Ratio equal to or less than 3.25:1.00 calculated on a Pro Forma Basis; provided that for purposes of this clause (y), net cash proceeds of Incremental Term Loans incurred at such time shall not be netted against the applicable amount of Consolidated Indebtedness for purposes of such calculation of the Senior Secured Net Leverage Ratio plus (z) the aggregate amount of voluntary prepayments of Term Loans other than from the proceeds of the incurrence of Indebtedness (provided, however, that if amounts incurred under clause (y) are incurred concurrently with the incurrence of Incremental Term Loans under clause (x) and/or (z), the Senior Secured Net Leverage Ratio shall be calculated without giving effect to such amounts incurred in reliance on the foregoing clause (x) and/or (z); provided, further, for the avoidance of doubt, to the extent the proceeds of any Incremental Term Loans are being utilized to repay Indebtedness, such calculations shall give pro forma effect to such repayments) (the amount available under clauses (x), (y) and (z), the “Available Incremental Amount”). The Borrower may elect to use clause (y) of the Available Incremental Amount regardless of whether the Borrower has capacity under clauses (x) or (z) of the Available Incremental Amount. Further, the Borrower may elect to use clause (y) of the Available Incremental Amount prior to using clause (x) or (z) of the Available Incremental Amount, and if both clause (y) and clause (x) and/or (z) of the Available Incremental Amount are available and the Borrower does not make an election, then the Borrower will be less than $10,000,000 if such amount represents all deemed to have elected to use clause (y) of the remaining availability under the Available Incremental CapAmount.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by upon at least 5 Business Days’ notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders)) and with the consent of the Required Lenders, request to effect one or more additional tranches of term loans hereunder or increases in Loans under this clause (a) of this Section 2.12 (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that that, subject to the Limited Condition Acquisition provisions, at the time of each when any such request Incremental Loan is made (and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject to the last sentence of Section 4.02after giving effect thereto), no Default or Event of Default (or, in the case of any Limited Condition Acquisition, no Event of Default under Section 8.01(a) or 8.01(f) as of the Transaction Agreement Date) shall have occurred and be continuing or shall result therefrom (B) the Borrower exist. Each tranche of Incremental Loans shall be in compliance on a Pro Forma Basis with an aggregate principal amount that is not less than $5,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect limit set forth in clauses the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Loans, when aggregated with (A) the aggregate amount of Permitted Pari Passu Secured Debt (that is not designated as Credit Agreement Refinancing Indebtedness) and (B) abovethe aggregate principal amount of Permitted Ratio Debt shall not exceed the Maximum Incremental Amount. (I) The Incremental Loans shall rank pari passu in right of security and pari passu or, together with reasonably detailed calculations demonstrating compliance the consent of the Required Lenders, superpriority in right of payment with clause (B) abovethe Loans, (DII) the maturity date of any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall not be mature earlier than the Term Maturity Date; provided that customary bridge facilities so long as the long-term debt into which any such customary bridge facility is to be converted satisfies the foregoing, (III) the Weighted Average Life to Maturity of any such Term Incremental Loans incurred pursuant to such Term Commitment Increase shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Datethen-existing Loans, (EIV) the interest rate margins and, subject to clause clauses (D)II) and (III) above, the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder, (V) the interest rate margin applicable to any Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that that, in the event that the interest rate margins for All-In Yield applicable to any term loans incurred pursuant Incremental Loans that is a Comparable Financing made on or prior to the date which is 18 months after the Closing Date exceeds the All-In Yield of any Class of Loans existing at such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date time by more than 50 basis points, then the interest rate margins for the Term each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such interest rate margins are Loans is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Term Commitment Increase Incremental Loans minus 50 basis points; provided, further, that, in determining (VI) the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which Specified Representations shall be deemed to constitute like amounts of OID) payable by Borrower to accurate in all material respects before and after the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) effectiveness of any Term Commitment Increase shall be excluded Incremental Amendment referred to below and (zVII) except as otherwise required or permitted in clauses (I) through (VI) above, all other terms of such Incremental Loans, if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Loans, they shall either be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall be in Agent (acting at the Direction of the Required Lenders) or not more favorable, taken as a minimum principal amount whole, to the lenders providing such Incremental Loans than the terms of $10,000,000 the existing Loans (other than with respect to any terms and integral multiples conditions applicable after the maturity date of $1,000,000 in excess thereofthe Loans); provided that no such Incremental Loans shall have financial covenants and more restrictive covenants than those contained in this Agreement unless (A) such more restrictive terms are not applicable until after the then Latest Maturity Date or (B) this Agreement is amended in a manner reasonably satisfactory to the Administrative Agent (acting at the Direction of the Required Lenders) and the Borrower to incorporate such more restrictive provisions for the benefit of the Lenders. Any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be less than $10,000,000 made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent (acting at the Direction of the Required Lenders). Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may effect such amount represents all amendments to this Agreement and the remaining availability under other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent (acting at the Direction of the Required Lenders) and the Borrower, to effect the provisions of this Section 2.12 (including, without limitation, to implement superpriority payment priority of the Incremental CapLoans, if applicable). The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions described in this Section 2.12(a) (including, without limitation, consent of the Required Lenders) and such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of the Incremental Loans for any purpose not prohibited by this Agreement.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that at the time of each such request and (i) upon the effectiveness of each any Incremental Term Facility Amendment, (A) subject Amendment referred to the last sentence of Section 4.02below, no Default or Event of Default shall have occurred exist and be continuing (ii) at the time when any such Incremental Loan is made (and after giving effect thereto), no Default or Event of Default shall result therefrom (B) the Borrower exist. Each tranche of Incremental Loans shall be in compliance on a Pro Forma Basis with an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the Financial Covenant Level recomputed as limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the last day of Incremental Loans borrowed on any date shall not exceed (x) $150,000,000 in the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered aggregate pursuant to Section 5.01(athis clause (x) or (b)y) at its option, the amount, in the case of this clause (y) only, that could be incurred without causing the Secured Net Leverage Ratio as of such date to be greater than 3.50 to 1.00. The Incremental Loans (a) shall rank pari passu in right of payment and of security with the Loans, (Cb) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be mature earlier than the Term Original Loan Maturity Date, Date and (c) the Weighted Average Life to Maturity of any such Term Incremental Loans incurred pursuant to such Term Commitment Increase shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Datethen-existing Loans, (Ed) the interest rate margins and, subject to clause clauses (D)b) and (c) above, the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder, (e) the interest rate margin applicable to any Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that with respect to any Incremental Loans made on or prior to the date that is twenty-four (24) months after the Closing Date, in the event that the interest rate margins for any term loans incurred pursuant All-In Yield applicable to such Term Commitment Increase are higher than Incremental Loans exceeds the interest rate margins for the Term All-In Yield of any Class of Loans incurred on the Effective Date existing at such time by more than 50 basis points, then the interest rate margins for the Term each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such interest rate margins are Loans is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Term Commitment Increase Incremental Loans minus 50 basis points; provided, further, that, (f) the representations and warranties contained in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which Loan Documents shall be deemed to constitute like amounts of OID) payable by Borrower to accurate in all material respects before and after the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) effectiveness of any Term Commitment Increase shall be excluded Incremental Amendment referred to below and (zg) except as otherwise required or permitted in clauses (a) through (f) above, all other terms of such Incremental Loans, if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Loans, they shall be reasonably satisfactory to the Administrative Agent. Any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each Term Commitment Increase notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment 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 Administrative Agent and the Borrower, to effect the provisions of this Section 2.12. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in a minimum principal amount Section 4.03 (it being understood that all references to “the date of $10,000,000 such Borrowing” or similar language in such Section 4.03 shall be deemed to refer to the effective date of such Incremental Amendment) and integral multiples such other conditions as the parties thereto shall agree; provided, however, that notwithstanding anything to the contrary herein, with respect to any Incremental Loans to finance an acquisition permitted by this Agreement, the condition to the availability or borrowing of $1,000,000 such Incremental Loans set forth in excess thereof; provided that such amount Section 4.03(a) may be less than $10,000,000 if waived or omitted by the majority of the Lenders lending such amount represents all Incremental Loans without the remaining availability under consent of any other Lender; provided, that the Specified Representations as they relate to the target of such acquisition (conformed as necessary for such acquisition) may not be waived without the consent of the Required Lenders. The Borrower shall use the proceeds of the Incremental CapLoans for any purpose not prohibited by this Agreement.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by upon at least 5 Business Days’ notice to the Administrative DIP Agent (whereupon the Administrative DIP Agent shall promptly make available deliver a copy to each of the Lenders)) and with the consent of the Required DIP Lenders, request to effect one or more additional tranches a Borrowing of term loans hereunder or increases in the aggregate amount of the Term Incremental DIP Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders; provided that that, at the time of each when any such request Incremental DIP Loan is made (and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject to the last sentence of Section 4.02after giving effect thereto), no Default or Event of Default shall have occurred exist. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental DIP Loans shall not exceed $10,000,000. (a) The Incremental DIP Loans shall rank pari passu in right of payment and be continuing or shall result therefrom of security with the Initial DIP Loans, (Bb) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date of any term loans incurred pursuant to such Term Commitment Increase Incremental DIP Loans shall not be mature earlier than the Term Maturity Date, (c) the Weighted Average Life to Maturity of any such Term Incremental DIP Loans incurred pursuant to such Term Commitment Increase shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective DateInitial DIP Loans, (Ed) the interest rate margins andmargin applicable to the Incremental DIP Loans will be the same as the interest rate margin applicable to the Initial DIP Term Loans, subject to clause (D), e) the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase representations and warranties set forth in this Agreement and the other Loan Documents shall be determined by true and correct in all material respects before and after the Borrower effectiveness of any Incremental Amendment referred to below and (f) all other terms of such Incremental DIP Loans shall have terms consistent with the Lenders providing terms of the applicable Term Commitment IncreaseInitial DIP Loans; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date by more than 50 basis points, then the interest rate margins for the Term Loans shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase is amended in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above), they shall be a manner reasonably satisfactory to the Administrative DIP Agent (acting at the Direction of the Required DIP Lenders). Each notice from the Borrower pursuant to this Section 2.12 shall set forth the requested amount of the Incremental DIP Loans. Commitments in respect of Incremental DIP Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each DIP Lender agreeing to provide such Commitment, and the DIP Agent. Each Term Commitment Increase The Incremental Amendment may, without the consent of any other Lenders, effect such technical amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the DIP Agent and the Borrower, to effect the provisions of this Section 2.12. The effectiveness of (and, in the case of any Incremental Amendment for the Incremental DIP Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions described in a minimum principal amount this Section 2.12(a) and such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental CapDIP Loans for any purpose not prohibited by this Agreement and in accordance with the Approved DIP Budget.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that at the time of each such request (i) before and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject after giving effect to the last sentence incurrence of Section 4.02such Incremental Loans, no Default or Event of Default shall have occurred exist, (ii) any Incremental Loans will rank pari passu in right of payment with existing Loans and be continuing or shall result therefrom the Liens securing any Incremental Loans will rank pari passu with the Liens securing the existing Loans, (Biii) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the final maturity date of any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall not be no earlier than the Term then Latest Maturity DateDate of any other Loans hereunder, (iv) the Weighted Average Life to Maturity of any such Term Incremental Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity that of the Term then-existing Loans, (v) the representations and warranties contained in Article V or any other Loan Document shall be true and correct in all material respects both before and after the effectiveness of any Incremental Amendment; provided that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects both before and after the effectiveness of any Incremental Amendment, and (vi) the Senior Secured Leverage Ratio shall be no greater than 3.50 to 1.00 as of the end of the Test Period most recently ended after giving Pro Forma Effect to such Incremental Loans and the security interests and guaranties benefiting the loans any Acquisition permitted under this Agreement and/or any other transactions related to such Term Commitment Increase Incremental Loans. Each tranche of Incremental Loans shall be identical in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Loans shall not exceed $150,000,000. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide a portion of any Incremental Loans), in each case on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent, or by any other bank or other financial institution or institutional lender or investor (any such other bank or other financial institution or institutional lender or investor being called an “Additional Lender”), provided that the Administrative Agent shall have consented (in each case, such consent not to be unreasonably withheld, delayed or conditioned) to such Lender’s or Additional Lender’s providing such Incremental Loans if such consent by the Administrative Agent would be required under Section 12.2(b) for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any Person other than the Administrative Agent, the Borrower and the Lenders providing the applicable Incremental Loans, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment and the Borrowing of Incremental Loans hereunder shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Effective Date”) of each of the conditions set forth in Section 4.2 (it being understood that all references to “the date of such Loan” or similar language in such Section 4.2 shall be deemed to refer to the effective date of such Incremental Amendment) and the satisfaction of such other conditions (if any) as the parties thereto shall agree and, to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, Board of Director resolutions, officers’ certificates and/or reaffirmation agreements consistent with those benefiting the Term Loans incurred delivered on the Effective Date, together with such supplements and/or amendments to the Collateral Documents as the Administrative Agent shall reasonably request (Eincluding, in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable title insurance policies. The Borrower shall use the proceeds of the Incremental Loans for any purpose not prohibited by this Agreement. Subject to clauses (iii) and (iv) of the interest rate margins and, subject to first proviso of this clause (Da), the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder. The interest rate margin, upfront fees and OID applicable to any Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that that, in the event that the interest rate margins for any term loans incurred pursuant All-In Yield applicable to such Term Commitment Increase are higher than Incremental Loans exceeds the interest rate margins for the Term All-In Yield of any Class of Loans incurred on the Effective Date existing at such time by more than 50 basis points, then the interest rate margins for the Term each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such interest rate margins are Loans is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Term Commitment Increase Incremental Loans minus 50 basis points; provided. Except as otherwise required or permitted in this Section 2.12, furtherall other terms of such Incremental Loans, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Loans, they shall be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall be in Any Incremental Loans may participate on a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be pro rata basis or on a less than $10,000,000 if such amount represents all pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the remaining availability under the applicable Incremental CapAmendment.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that at the time of each when any such request Incremental Loan is made (and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject to the last sentence of Section 4.02after giving effect thereto), no Default or Event of Default shall have occurred exist; provided that to the extent the proceeds of any Incremental Loans are to be used to consummate a Permitted Acquisition or similar Investment, this proviso shall be satisfied at the signing (as opposed to closing) of the acquisition agreement relating to such Permitted Acquisition or Investment. Each tranche of Incremental Loans shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Loans shall not exceed (A) $200,000,000 (which amount shall be reduced by the principal amount of Incremental Loans in reliance on this clause (A) and be continuing or shall result therefrom Permitted Incremental Equivalent Debt in reliance on Section 7.03(w), in each case, incurred since the Closing Date) plus (B) an additional unlimited amount so long as, in the Borrower shall be case of this clause (B), (x) if the Incremental Loans are pari passu in compliance right of payment and security with the Initial Loans, the Net First Lien Leverage Ratio for the Test Period immediately preceding the incurrence of such Indebtedness for which financial statements are available on a Pro Forma Basis with after giving effect to such Incremental Loans and any related transaction (but without netting the Financial Covenant Level recomputed as proceeds thereof), does not exceed 1.00:1.00 or (y) if the Incremental Loans are junior in right of security to the last day Initial Loans or unsecured, the Net Total Leverage Ratio for the Test Period immediately preceding the incurrence of the most recently ended fiscal quarter of the Borrower such Indebtedness for which financial statements have been delivered pursuant are available on a Pro Forma Basis after giving effect to Section 5.01(a) or such Incremental Loans and any related transactions (bbut without netting the proceeds thereof), does not exceed 3.00:1.00 (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth amounts described in clauses (A) and (B) abovehereof, together with reasonably detailed calculations demonstrating compliance with clause the “Incremental Cap”), plus (BC) above, (D) in the case of any Incremental Loans that serve to effectively extend the maturity date of any term loans incurred pursuant one or more tranches of existing Loans, an amount equal to the amount of such Loans (plus accrued and unpaid interest, fees and premiums related thereto) subject to such Term Commitment Increase extension. The Incremental Loans (a) shall be (i) secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Secured Obligations and shall not be secured by any property or assets of Parent or any Subsidiary other than the Collateral, (ii) secured by the Collateral on a junior basis (including with respect to the control of remedies) with the Secured Obligations and shall not be secured by any property or assets of Parent or any Subsidiary other than the Collateral or (iii) unsecured, and will not be Guaranteed by any Person other than the Guarantors, (b) shall not mature earlier than the Term Original Loan Maturity Date, (c) the Weighted Average Life to Maturity of any such Term Incremental Loans incurred pursuant to such Term Commitment Increase shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Datethen-existing Loans, (Ed) the interest rate margins and, subject to clause clauses (D)b) and (c) above, the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder, (e) All-In Yield applicable to any Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that with respect to any Incremental Loans that are pari passu in right of payment and security with the Initial Loans, in the event that the interest rate margins for any term loans incurred pursuant All-In Yield applicable to such Term Commitment Increase are higher than Incremental Loans exceeds the interest rate margins for All-In Yield of the Term Initial Loans incurred on the Effective Date at such time by more than 50 basis points, then the interest rate margins for the Term Initial Loans shall be increased to the extent necessary so that such interest rate margins are the All-In Yield of the Initial Loans is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Term Commitment Increase Incremental Loans minus 50 basis points, (f) the representations and warranties contained in the Loan Documents shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in determining the interest rate margins applicable all respects on such respective dates and (g) except as otherwise required or permitted in clauses (a) through (e) above, all other terms of such Incremental Loans, if not substantially identical to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any terms of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Dateexisting Loans, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above), they shall be reasonably satisfactory to the Administrative Agent. Any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each Term Commitment Increase notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment 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 Administrative Agent and the Borrower, to effect the provisions of this Section 2.12. To the extent the proceeds of any Incremental Loans are to be used to consummate a Permitted Acquisition or similar Investment, the condition in clause (f) shall be in a minimum principal amount subject to customary “Sungard” language. The Borrower shall use the proceeds of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental CapLoans for any purpose not prohibited by this Agreement.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that at subject, in the time case of each such request and Incremental Loans incurred to fund a Limited Condition Acquisition, to Section 1.08, upon the effectiveness of each any Incremental Term Facility Amendment, Amendment referred to below and at the time when any such Incremental Loan is made (A) subject to the last sentence of Section 4.02and after giving effect thereto), no Default or Event of Default shall have occurred and be continuing or shall result therefrom (B) the Borrower exist. Each tranche of Incremental Loans shall be in compliance an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $20,000,000 (provided that such amount may be less than $20,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Loans borrowed on a any date shall not exceed (i) $175,000,000 minus the aggregate principal amount of Revolving Commitment Increases incurred in reliance on the Unrestricted ABL Incremental Amount incurred under the ABL Facility prior to such incurrence of Incremental Loans hereunder (the “Unrestricted TL Incremental Amount”) plus (ii) the amount of any voluntary prepayments of the Loans (it being understood that any prepayment of Loans with the proceeds of Indebtedness shall not increase the calculation of the amount under this clause (ii)) plus (iii) unlimited additional amounts so long as, after giving Pro Forma Basis with Effect thereto and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the Financial Covenant Level recomputed cash proceeds of any such Incremental Loans and assuming such Incremental Loans are fully drawn), the Secured Net Leverage Ratio as of the last day of the most recently ended fiscal quarter Test Period shall not exceed 4.1 to 1.0; provided that, to the extent any additional amounts are being incurred pursuant to this clause (iii) concurrently with amounts incurred pursuant to the Unrestricted TL Incremental Amount in clause (i), the Secured Net Leverage Ratio shall be permitted to exceed 4.1 to 1.0 to the extent of such amounts incurred in reliance on the Unrestricted TL Incremental Amount as of the Borrower last day of the most recently ended Test Period; provided, further, that, for which financial statements have been delivered the avoidance of doubt, Incremental Loans may be incurred at the Borrower’s election pursuant to Section 5.01(athis clause (iii) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer prior to the effect utilization of the amounts set forth in clauses (Ai) and (Bii) aboveabove (it being understood that if the Borrower does not make such an election, together with reasonably detailed calculations demonstrating compliance with Incremental Loans will be deemed to have been incurred pursuant to clause (Biii) aboveprior to clauses (i) and (ii)). The Incremental Loans (a) shall have the same Guarantees as, and shall rank pari passu in right of payment and of security with the Loans, (Db) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be earlier than the Term Maturity Date, Incremental Loans and the Weighted Average Life to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Date, (E) the interest rate margins and, subject to clause (D), the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase shall be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date by more than 50 basis points, then the interest rate margins for the Term Loans shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above), they shall be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental Cap.Exhibit 10.1

Incremental Borrowings. (a) (i) At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in the aggregate amount of the Term Loans, which shall take the form of an additional tranche of term loans hereunder Revolving Commitments (each such increase, a “Term Revolving Commitment Increase”) from one or more entities that are then Lenders and Additional Revolving Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Term Revolving Facility Amendment, (A) subject to the last sentence of Section 4.02, no Default or Event of Default shall have occurred and be continuing or shall result therefrom therefrom, (B) the Borrower shall be in compliance on a Pro Forma Basis (and assuming the borrowing of the full amount available under such increased Revolving Commitments) with the Financial Performance Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (regardless of whether such Financial Performance Covenant is applicable at the time), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the maturity date of any term loans incurred pursuant to shall be the Revolving Maturity Date, and such Term Revolving Commitment Increase shall not otherwise be earlier than the Term Maturity Date, the Weighted Average Life on identical terms (including with respect to Maturity of any such Term Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical guaranties) to those benefiting of the Term Loans incurred on the Effective DateRevolving Commitments pursuant to this Agreement, and (E) the interest rate margins and, subject to clause (D), the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase shall be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that in the event that the interest rate margins for any term loans incurred pursuant to such Term Commitment Increase are higher than the interest rate margins for the Term Loans incurred on the Effective Date by more than 50 basis points, then the interest rate margins for the Term Loans shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such term loans incurred pursuant to such Term Commitment Increase minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Revolving Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Revolving Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) no Issuing Bank or (E) above), they Swingline Lender shall be reasonably satisfactory required to the Administrative Agentact as “issuing bank” or “swingline lender” under any such Revolving Commitment Increase without its written consent. Each Term Revolving Commitment Increase shall be in a minimum principal amount of $10,000,000 5,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental Cap.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that at the time of each such request (i) before and upon the effectiveness of each Incremental Term Facility Amendment, (A) subject after giving effect to the last sentence incurrence of Section 4.02such Incremental Loans, no Default or Event of Default shall have occurred exist, (ii) any Incremental Loans will rank pari passu in right of payment with existing Loans and be continuing or shall result therefrom the Liens securing any Incremental Loans will rank pari passu with the Liens securing the existing Loans, (Biii) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above, (D) the final maturity date of any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall not be no earlier than the Term then Latest Maturity DateDate of any other Loans hereunder, (iv) the Weighted Average Life to Maturity of any such Term Incremental Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity that of the Term then-existing Loans, (v) the representations and warranties contained in Article V or any other Loan Document shall be true and correct in all material respects both before and after the effectiveness of any Incremental Amendment; provided that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects both before and after the effectiveness of any Incremental Amendment, and (vi) the Senior Secured Leverage Ratio shall be no greater than 3.50 to 1.00 as of the end of the Test Period most recently ended after giving Pro Forma Effect to such Incremental Loans and the security interests and guaranties benefiting the loans any Acquisition permitted under this Agreement and/or any other transactions related to such Term Commitment Increase Incremental Loans. Each tranche of Incremental Loans shall be identical in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Loans after the Amendment No. 3 Effective Date shall not exceed $150,000,000.xx $0. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide a portion of any Incremental Loans), in each case on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent, or by any other bank or other financial institution or institutional lender or investor (any such other bank or other financial institution or institutional lender or investor being called an “Additional Lender”), provided that the Administrative Agent shall have consented (in each case, such consent not to be unreasonably withheld, delayed or conditioned) to such Lender’s or Additional Lender’s providing such Incremental Loans if such consent by the Administrative Agent would be required under Section 12.2(b) for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any Person other than the Administrative Agent, the Borrower and the Lenders providing the applicable Incremental Loans, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment and the Borrowing of Incremental Loans hereunder shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Effective Date”) of each of the conditions set forth in Section 4.2 (it being understood that all references to “the date of such Loan” or similar language in such Section 4.2 shall be deemed to refer to the effective date of such Incremental Amendment) and the satisfaction of such other conditions (if any) as the parties thereto shall agree and, to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, Board of Director resolutions, officers’ certificates and/or reaffirmation agreements consistent with those benefiting the Term Loans incurred delivered on the Effective Date, together with such supplements and/or amendments to the Collateral Documents as the Administrative Agent shall reasonably request (Eincluding, in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable title insurance policies. The Borrower shall use the proceeds of the Incremental Loans for any purpose not prohibited by this Agreement. Subject to clauses (iii) and (iv) of the interest rate margins and, subject to first proviso of this clause (Da), the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder. The interest rate margin, upfront fees and OID applicable to any Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that that, in the event that the interest rate margins for any term loans incurred pursuant All-In Yield applicable to such Term Commitment Increase are higher than Incremental Loans exceeds the interest rate margins for the Term All-In Yield of any Class of Loans incurred on the Effective Date existing at such time by more than 50 basis points, then the interest rate margins for the Term each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such interest rate margins are Loans is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Term Commitment Increase Incremental Loans minus 50 basis points; provided. Except as otherwise required or permitted in this Section 2.12, furtherall other terms of such Incremental Loans, that, in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of any Term Commitment Increase shall be excluded and (z) if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Loans, they shall be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall be in Any Incremental Loans may participate on a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be pro rata basis or on a less than $10,000,000 if such amount represents all pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the remaining availability under the applicable Incremental CapAmendment.

Incremental Borrowings. (a) (i) At The Borrower may at any time and or from time to time after the Effective Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available deliver a copy to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in Loans (the aggregate amount of the Term “Incremental Loans, which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”) from one or more entities that are then Lenders and Additional Lenders); provided that at the time of each such request and (i) upon the effectiveness of each any Incremental Term Facility Amendment, (A) subject Amendment referred to the last sentence of Section 4.02below, no Default or Event of Default shall have occurred exist and be continuing (ii) at the time when any such Incremental Loan is made (and after giving effect thereto), no Default or Event of Default shall result therefrom (B) the Borrower exist. Each tranche of Incremental Loans shall be in compliance on a Pro Forma Basis with an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the Financial Covenant Level recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect limit set forth in clauses the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Loans borrowed on any date shall not exceed the amount that could be incurred without causing the Secured Net Leverage Ratio as of such date to be greater than 3.00 to 1.00. The Incremental Loans (Aa) shall rank pari passu in right of payment and (B) above, together of security with reasonably detailed calculations demonstrating compliance with clause (B) abovethe Loans, (Db) the maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be mature earlier than the Term Original Loan Maturity Date, Date and (c) the Weighted Average Life to Maturity of any such Term Incremental Loans incurred pursuant to such Term Commitment Increase shall not be no shorter than the remaining Weighted Average Life to Maturity that of the Term Loans and the security interests and guaranties benefiting the loans under such Term Commitment Increase shall be identical to those benefiting the Term Loans incurred on the Effective Datethen-existing Loans, (Ed) the interest rate margins and, subject to clause clauses (D)b) and (c) above, the amortization schedule for applicable to any term loans incurred pursuant to such Term Commitment Increase Incremental Loans shall be determined by the Borrower and the Lenders lenders thereunder, (e) the interest rate margin applicable to any Incremental Loans will be determined by the Borrower and the lenders providing the applicable Term Commitment Increase; such Incremental Loans, provided that with respect to any Incremental Loans made on or prior to the date that is twenty-four (24) months after the Closing Date, in the event that the interest rate margins for any term loans incurred pursuant All-In Yield applicable to such Term Commitment Increase are higher than Incremental Loans exceeds the interest rate margins for the Term All-In Yield of any Class of Loans incurred on the Effective Date existing at such time by more than 50 basis points, then the interest rate margins for the Term each such Class of Loans shall be increased to the extent necessary so that the All-In Yield of such interest rate margins are Loans is equal to the interest rate margins for All-In Yield of such term loans incurred pursuant to such Term Commitment Increase Incremental Loans minus 50 basis points; provided, further, that, (f) the representations and warranties contained in determining the interest rate margins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on the Effective Date (x) OID or upfront fees (which Loan Documents shall be deemed to constitute like amounts of OID) payable by Borrower to accurate in all material respects before and after the relevant Lenders in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) effectiveness of any Term Commitment Increase shall be excluded Incremental Amendment referred to below and (zg) except as otherwise required or permitted in clauses (a) through (f) above, all other terms of such Incremental Loans, if the Term Commitment Increase includes an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall be increased by such increased amount and (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (D) or (E) above)terms of the existing Loans, they shall be reasonably satisfactory to the Administrative Agent. Any Incremental Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment. Each Term Commitment Increase notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Loan) or by any Additional Lender on terms permitted in this Section 2.12 and otherwise on terms reasonably acceptable to the Administrative Agent. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment 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 Administrative Agent and the Borrower, to effect the provisions of this Section 2.12. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Loan, the Borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in a minimum principal amount Section 4.02 (it being understood that all references to “the date of $10,000,000 such Borrowing” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and integral multiples such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of $1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the Incremental CapLoans for any purpose not prohibited by this Agreement.