Common use of Incremental Commitments Clause in Contracts

Incremental Commitments. (a) The Borrowers may, by written notice to the Administrative Agent from time to time, request (x) Incremental Term Loan Commitments in an amount not to exceed $350,000,000 in the aggregate so long as (I) on a Pro Forma Basis the U.S. Borrower is in compliance with the covenants set forth in Section 8.1, as of the most recently completed period for which the financial statements required by Section 7.1(a) and (b) were required to be delivered and (II) on a Pro Forma Basis, the Senior Secured Leverage Ratio shall not exceed 3.00 to 1.00 on the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 7.1, in each case, from one or more Incremental Term Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion and/or (y) an increase in the Canadian Revolving Commitments and or the U.S. Revolving Commitments in an aggregate amount not to exceed $15,000,000; provided that: (i) before and after giving effect to the borrowing of such Incremental Term Loans on the date such Incremental Term Loans are borrowed or the increase in such Canadian Revolving Commitments or U.S. Revolving Commitments on the date such Revolving Commitments become effective (the “Increased Amount Date”) each of the conditions set forth in Section 6.2 shall be satisfied; (ii) in the case of (x) Incremental Term Loans, such Incremental Term Loans shall mature no earlier than, and the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than, the then remaining Weighted Average Life to Maturity of, the Term Loans under any then outstanding Facility at the time of such refinancing and (y) increases in the Canadian Revolving Commitments or U.S. Revolving Commitments, such increased commitments shall have the same terms and conditions (other than upfront fees) as any previously established Canadian Revolving Commitments or U.S. Revolving Commitments, as the case may be, selected by the Company; (iii) in the case of Incremental Term Loans, all other terms applicable to such Incremental Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and, subject to clause (ii) above, amortization which shall be as agreed between the applicable Borrower and the Lenders providing such Incremental Term Loans) shall be substantially identical to, or less favorable to the Lenders providing such Incremental Term Loans than, those applicable to the then outstanding Term Loans except to the extent such covenants and other terms apply solely to any period after the latest final maturity of the Term Loans and Revolving Commitments in effect on the Increased Amount Date immediately prior to the borrowing of such Incremental Term Loans; (iv) in the case of Incremental Term Loans, if the Yield on any Incremental Term Loans exceeds the Yield on the U.S. Term-1 Loans by more than 25 basis points, then the Applicable Margin for the U.S. Term-1 Loans shall be increased to the extent necessary so that the Yield on the U.S. Term-1 Loans is 25 basis points less than the Yield on such Incremental Term Loans; (v) the Loan Parties and the Collateral Agent shall enter into such amendments to the Security Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Incremental Term Lenders and/or Lenders providing increased Canadian Revolving Commitments or U.S. Revolving Commitments, as the case may be, are provided with the benefit of the applicable Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agent; and (vi) the Incremental Term Loans and extensions of credit pursuant to any increase in the Canadian Revolving Commitments or U.S. Revolving Commitments shall rank pari passu in right of payment and pari passu or, in the case of Incremental Term Loans, junior in right of security with the Term Loans and the Revolving Loans; provided that if any Incremental Term Loan is junior in right of security with the Term Loans and the Revolving Loans, such Incremental Loan shall be governed by a second lien credit agreement, the effectiveness of which shall be conditioned upon, among other things, the entering into of a Second Lien Intercreditor Agreement. (b) The Borrowers may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 11.6 (including consent, if applicable, from the Administrative Agent and applicable Issuing Lender or Swing Line Lender required by Section 11.6(b)(i)) to provide all or a portion of the Incremental Term Loans (an “Incremental Term Lender”) or increases in the Canadian Revolving Commitments or U.S. Revolving Commitments; provided that any Lender offered or approached to provide all or a portion of the Incremental Term Loans, Canadian Revolving Commitments or U.S. Revolving Commitments may elect or decline, in its sole discretion, to provide an Incremental Term Loan or additional Canadian Revolving Commitment or U.S. Revolving Commitment. Any Incremental Term Loans made on any Increased Amount Date shall be designated an incremental series (an “Incremental Series”) of Incremental Term Loans for all purposes of this Agreement; provided that any Incremental Term Loans may, to the extent provided in the applicable Incremental Amendment, be designated as an increase in any previously established Incremental Series of Incremental Term Loans made to the Borrowers. (c) The Incremental Term Loans and any increases in the Canadian Revolving Commitments or U.S. Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrowers, the Administrative Agent and the Incremental Term Lenders providing such Incremental Term Loans or such additional Canadian Revolving Commitments or U.S. Revolving Commitments (an “Incremental Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Incremental Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto.

Incremental Commitments. (a) The Borrowers may, by written notice to the Administrative Agent from time to time, request (x) Incremental Term Loan Commitments or an increase in the U.S. Revolving Commitments or the Canadian Revolving Commitments in an amount not to exceed the greater of (I) $350,000,000 400,000,000 in the aggregate and (II) any other amount so long as the Senior Secured Leverage Ratio (Iprovided that increased commitments under the U.S. Revolving Commitments or the Canadian Revolving Commitments shall be treated as drawn term loans for the purposes of this Section 2.6(a)) shall not be greater than 3.25 to 1.00 on the last day of the most recent fiscal quarter on a Pro Forma Basis after giving effect to such Incremental Term Loan Commitments or such increase in the U.S. Revolving Commitments or the Canadian Revolving Commitments, so long as on a Pro Forma Basis the U.S. Borrower or the Canadian Borrower is in compliance with the covenants covenant set forth in Section 8.1, as of the most recently completed period for which the financial statements required by Section 7.1(a) and (b) were required to be delivered and (II) on a Pro Forma Basisno Event of Default shall have occurred, the Senior Secured Leverage Ratio shall not exceed 3.00 to 1.00 on the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 7.1, in each case, from one be continuing or more Incremental Term Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion and/or (y) an increase in the Canadian Revolving Commitments and or the U.S. Revolving Commitments in an aggregate amount not to exceed $15,000,000would result therefrom; provided that: (i) before and after giving effect to the borrowing of such Incremental Term Loans on the date such Incremental Term Loans are borrowed or the increase in such Canadian Revolving Commitments or U.S. Revolving Commitments on the date such Revolving Commitments become effective (the “Increased Amount Date”) each of the conditions set forth in Section 6.2 shall be satisfied; (ii) in the case of (x) Incremental Term Loans, such Incremental Term Loans shall mature no earlier than, and the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than, the then remaining Weighted Average Life to Maturity of, the Term Loans under any then outstanding Facility at the time of such refinancing and (y) increases in the Canadian Revolving Commitments or U.S. Revolving Commitments, such increased commitments shall have the same terms and conditions (other than upfront fees) as any previously established Canadian Revolving Commitments or U.S. Revolving Commitments, as the case may be, selected by the Company; (iii) in the case of Incremental Term Loans, all other terms applicable to such Incremental Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and, subject to clause (ii) above, amortization which shall be as agreed between the applicable Borrower and the Lenders providing such Incremental Term Loans) shall be substantially identical to, or less favorable to the Lenders providing such Incremental Term Loans than, those applicable to the then outstanding Term Loans except to the extent such covenants and other terms apply solely to any period after the latest final maturity of the Term Loans and Revolving Commitments in effect on the Increased Amount Date immediately prior to the borrowing of such Incremental Term Loans; (iv) in the case of Incremental Term LoansLoans incurred prior to the date that is 12 months after the RestatementAmendment No. 1 Effective Date, if the Yield on any Incremental Term Loans exceeds the Yield on the U.S. Term-1 Term B Loans by more than 25 50 basis points, then the Applicable Margin Margins for the U.S. Term-1 Term B Loans shall be increased to the extent necessary so that the Yield on the U.S. Term-1 Term B Loans is 25 50 basis points less than the Yield on such Incremental Term Loans; (v) the Loan Parties and the Collateral Agent shall enter into such amendments to the Security Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Incremental Term Lenders and/or Lenders providing increased Canadian Revolving Commitments or U.S. Revolving Commitments, as the case may be, are provided with the benefit of the applicable Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agent; and (vi) the Incremental Term Loans and extensions of credit pursuant to any increase in the Canadian Revolving Commitments or U.S. Revolving Commitments shall rank pari passu in right of payment and pari passu or, in the case of Incremental Term Loans, junior in right of security with the Term Loans and the Revolving Loans; provided that if any Incremental Term Loan is junior in right of security with the Term Loans and the Revolving Loans, such Incremental Loan shall be governed by a second lien credit agreement, the effectiveness of which shall be conditioned upon, among other things, the entering into of a Second Lien Intercreditor Agreement. (b) The Borrowers may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 11.6 (including consent, if applicable, from the Administrative Agent and each applicable Issuing Lender or Swing Line Lender required by Section 11.6(b)(i)) to provide all or a portion of the Incremental Term Loans (an “Incremental Term Lender”) or increases in the Canadian Revolving Commitments or U.S. Revolving Commitments; provided that any Lender offered or approached to provide all or a portion of the Incremental Term Loans, Canadian Revolving Commitments or U.S. Revolving Commitments may elect or decline, in its sole discretion, to provide an Incremental Term Loan or additional Canadian Revolving Commitment or U.S. Revolving Commitment. Any Incremental Term Loans made on any Increased Amount Date shall be designated an incremental series (an “Incremental Series”) of Incremental Term Loans for all purposes of this Agreement; provided that any Incremental Term Loans may, to the extent provided in the applicable Incremental Amendment, be designated as an increase in any previously established Incremental Series of Incremental Term Loans made to the Borrowers. (c) The Incremental Term Loans and any increases in the Canadian Revolving Commitments or U.S. Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrowers, the Administrative Agent and the Incremental Term Lenders providing such Incremental Term Loans or such additional Canadian Revolving Commitments or U.S. Revolving Commitments (an “Incremental Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Incremental Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto.

Incremental Commitments. (a) The Borrowers may, by written notice to the Administrative Agent from time to time, request (x) Incremental Term Loan Commitments in an amount not to exceed $350,000,000 in the aggregate so long as (I) on a Pro Forma Basis the U.S. Borrower is in compliance with the covenants set forth in Section 8.1, as of the most recently completed period for which the financial statements required by Section 7.1(a) and (b) were required to be delivered and (II) on a Pro Forma Basis, the Senior Secured Leverage Ratio shall not exceed 3.00 to 1.00 on the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 7.1, in each case, from one or more Incremental Term Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion and/or (y) an increase in the Canadian Revolving Commitments and or the U.S. Revolving Commitments in an aggregate amount not to exceed $15,000,000; provided that: (i) before and after giving effect to the borrowing of such Incremental Term Loans on the date such Incremental Term Loans are borrowed or the increase in such Canadian Revolving Commitments or U.S. Revolving Commitments on the date such Revolving Commitments become effective (the “Increased Amount Date”) each of the conditions set forth in Section 6.2 shall be satisfied; (ii) in the case of (x) Incremental Term Loans, such Incremental Term Loans shall mature no earlier than, and the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than, the then remaining Weighted Average Life to Maturity of, the Term Loans under any then outstanding Facility at the time of such refinancing and (y) increases in the Canadian Revolving Commitments or U.S. Revolving Commitments, such increased commitments shall have the same terms and conditions (other than upfront fees) as any previously established Canadian Revolving Commitments or U.S. Revolving Commitments, as the case may be, selected by the Company; (iii) in the case of Incremental Term Loans, all other terms applicable to such Incremental Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and, subject to clause (ii) above, amortization which shall be as agreed between the applicable Borrower and the Lenders providing such Incremental Term Loans) shall be substantially identical to, or less favorable to the Lenders providing such Incremental Term Loans than, those applicable to the then outstanding Term Loans except to the extent such covenants and other terms apply solely to any period after the latest final maturity of the Term Loans and Revolving Commitments in effect on the Increased Amount Date immediately prior to the borrowing of such Incremental Term Loans; (iv) in the case of Incremental Term Loans, if the Yield on any Incremental Term Loans exceeds the Yield on the U.S. Term-1 Term Loans by more than 25 basis points, then the Applicable Margin for the U.S. Term-1 Term Loans shall be increased to the extent necessary so that the Yield on the U.S. Term-1 Term Loans is 25 basis points less than the Yield on such Incremental Term Loans; (v) the Loan Parties and the Collateral Agent shall enter into such amendments to the Security Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Incremental Term Lenders and/or Lenders providing increased Canadian Revolving Commitments or U.S. Revolving Commitments, as the case may be, are provided with the benefit of the applicable Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agent; and (vi) the Incremental Term Loans and extensions of credit pursuant to any increase in the Canadian Revolving Commitments or U.S. Revolving Commitments shall rank pari passu in right of payment and pari passu or, in the case of Incremental Term Loans, junior in right of security with the Term Loans and the Revolving Loans; provided that if any Incremental Term Loan is junior in right of security with the Term Loans and the Revolving Loans, such Incremental Loan shall be governed by a second lien credit agreement, the effectiveness of which shall be conditioned upon, among other things, the entering into of a Second Lien Intercreditor Agreement. (b) The Borrowers may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 11.6 (including consent, if applicable, from the Administrative Agent and applicable Issuing Lender or Swing Line Lender required by Section 11.6(b)(i)) to provide all or a portion of the Incremental Term Loans (an “Incremental Term Lender”) or increases in the Canadian Revolving Commitments or U.S. Revolving Commitments; provided that any Lender offered or approached to provide all or a portion of the Incremental Term Loans, Canadian Revolving Commitments or U.S. Revolving Commitments may elect or decline, in its sole discretion, to provide an Incremental Term Loan or additional Canadian Revolving Commitment or U.S. Revolving Commitment. Any Incremental Term Loans made on any Increased Amount Date shall be designated an incremental series (an “Incremental Series”) of Incremental Term Loans for all purposes of this Agreement; provided that any Incremental Term Loans may, to the extent provided in the applicable Incremental Amendment, be designated as an increase in any previously established Incremental Series of Incremental Term Loans made to the Borrowers. (c) The Incremental Term Loans and any increases in the Canadian Revolving Commitments or U.S. Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrowers, the Administrative Agent and the Incremental Term Lenders providing such Incremental Term Loans or such additional Canadian Revolving Commitments or U.S. Revolving Commitments (an “Incremental Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Incremental Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto.

Incremental Commitments. (a) The So long as the Syndication Date has occurred and no Default or Event of Default exists or would arise therefrom, (i) the Canadian Borrowers mayshall have the right, by written notice to the Administrative Agent at any time and from time to timetime after the Closing Date, to request an increase of the aggregate of the then outstanding Canadian RCF Commitments by an amount not to exceed in the aggregate (A) $200,000,000 minus (B) the amount of any increases in the RCF Commitments and any Incremental Term Loan Commitments provided to the U.S. Borrowers and/or Canadian Fxxxx pursuant to this subsection 2.7 after the Closing Date, (ii) the U.S. Borrowers shall have the right, at any time and from time to time after the Closing Date, to request (x) an increase of the aggregate of the then outstanding U.S. RCF Commitments by an amount not to exceed in the aggregate (A) $200,000,000 minus (B) the amount of any increases in the RCF Commitments and any Incremental Term Loan Commitments provided to the U.S. Borrowers and/or Canadian Fxxxx made pursuant to this subsection 2.7 after the Closing Date and (y) the Lenders to provide Incremental Term Loan Commitments to the U.S. Borrowers in an amount not to exceed $350,000,000 in the aggregate so long as (A) $200,000,000 minus (B) the amount of any increases in the RCF Commitments and any Incremental Term Loan Commitment provided pursuant to this subsection 2.7 after the Closing Date and (iii) Canadian Fxxxx shall have the right, at any time and from time to time after the date on which Canadian Fxxxx executes and delivers a Borrower Joinder Agreement, to request the Lenders to provide Incremental Term Loan Commitments to Canadian Fxxxx in an amount not to exceed in the aggregate the lesser of (I) on a Pro Forma Basis the U.S. Borrower is in compliance with the covenants set forth in Section 8.1, as of the most recently completed period for which the financial statements required by Section 7.1(a) and (b) were required to be delivered $75,000,000 and (II) on a Pro Forma Basis(A) $200,000,000 minus (B) the amount of any increases in the RCF Commitments and any Incremental Term Loan Commitment provided to the U.S. Borrowers and/or Canadian Fxxxx pursuant to this subsection 2.7 after the Closing Date. For the avoidance of doubt, the Senior Secured Leverage Ratio aggregate increase of all RCF Commitments and all Incremental Term Loan Commitments obtained by the Borrowers under this subsection 2.7 shall not exceed 3.00 $200,000,000. Any such requested increase shall be first made to 1.00 all applicable existing Lenders on a pro rata basis. To the last day extent that such existing Lenders decline to increase their Commitments or to provide Incremental Term Loan Commitments, or decline to increase their Commitments or to provide Incremental Term Loan Commitments to the amount requested by the respective Borrower or Borrowers, the U.S. Administrative Agent, in consultation with the Parent Borrower, will use commercially reasonable efforts to arrange for other Persons to become Canadian RCF Lenders or U.S. RCF Lenders, or to provide Incremental Term Loan Commitments, as applicable, hereunder and to issue commitments in an amount equal to the amount of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 7.1, in each case, from one or more Incremental Term Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion and/or (y) an increase in the Total Canadian Revolving Commitments and RCF Commitment requested by the Canadian Borrowers or the Total U.S. Revolving Commitments in an aggregate amount not to exceed $15,000,000; provided that: (i) before and after giving effect to RCF Commitment or the borrowing of such Incremental Term Loans on Loan Commitments requested by the date such Incremental Term Loans are borrowed U.S. Borrowers or the increase in such Canadian Revolving Commitments or U.S. Revolving Commitments on the date such Revolving Commitments become effective (the “Increased Amount Date”) each of the conditions set forth in Section 6.2 shall be satisfied; (ii) in the case of (x) Incremental Term Loans, such Incremental Term Loans shall mature no earlier than, and the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than, the then remaining Weighted Average Life to Maturity of, the Term Loans under any then outstanding Facility at the time of such refinancing and (y) increases in the Canadian Revolving Commitments or U.S. Revolving Commitments, such increased commitments shall have the same terms and conditions (other than upfront fees) as any previously established Canadian Revolving Commitments or U.S. Revolving CommitmentsFxxxx, as the case may be, selected and not accepted by the Companyexisting Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by any Borrower and (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of, (X) in the case of the U.S. RC Facility, the U.S. Administrative Agent, the U.S. RCF Issuing Lender and the U.S. Borrowers, (Y) in the case of the Canadian RC Facility, the Canadian Administrative Agent, the Canadian RCF Issuing Lender and the Canadian Borrowers (each such approval not to be unreasonably withheld) and (Z) in the case of any such Additional Commitment Lender providing an Incremental Term Loan Commitment, the U.S. Administrative Agent and the Parent Borrower and (iii) each Additional Commitment Lender which is a Canadian RCF Lender shall be in compliance with the provisions of subsection 4.15. Each Commitment Increase shall be in a minimum aggregate amount of at least $25,000,000 and in integral multiples of $25,000,000 in excess thereof. (b) No Commitment Increase shall become effective unless and until each of the following conditions have been satisfied: (i) the applicable Borrowers, the U.S. Administrative Agent, and any Additional Commitment Lender shall have executed and delivered an incremental commitment agreement in substantially the form of Exhibit C hereto (“Incremental Commitment Agreement”) pursuant to which the respective additional Commitments or Incremental Term Loan Commitments shall be provided; (ii) the applicable Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and to the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, as the applicable Borrowers and such Additional Commitment Lenders shall agree; (iii) in the case of Incremental Term Loans, all other terms applicable to such Incremental Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and, subject to clause (ii) above, amortization which shall be as agreed between the applicable Borrower Borrowers, if requested by the respective Administrative Agent, shall deliver to the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, and the Lenders providing such Incremental Term Loans) shall be substantially identical toan opinion or opinions, or less favorable in form and substance reasonably satisfactory to the Lenders providing such Incremental Term Loans thanU.S. Administrative Agent or the Canadian Administrative Agent, those applicable as applicable, from counsel to the then outstanding Term Loans except applicable Borrowers reasonably satisfactory to the extent U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, and dated such covenants and other terms apply solely to any period after the latest final maturity of the Term Loans and Revolving Commitments in effect on the Increased Amount Date immediately prior to the borrowing of such Incremental Term Loansdate; (iv) an RCF Note or Incremental Term Loan Note, as applicable (to the extent requested), will be issued at the applicable Borrowers’ expense, to each such Additional Commitment Lender, to be in conformity with requirements of subsection 2.1(d) or 2.2(e), as the case of Incremental Term Loansmay be (with appropriate modification), if the Yield on any Incremental Term Loans exceeds the Yield on the U.S. Term-1 Loans by more than 25 basis points, then the Applicable Margin for the U.S. Term-1 Loans shall be increased to the extent necessary so that to reflect the Yield on the U.S. Term-1 Loans is 25 basis points less than the Yield on such Incremental Term Loans;new Commitment of each Additional Commitment Lender; and (v) the Loan Parties applicable Borrowers and Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Collateral U.S. Administrative Agent shall enter into such amendments to or the Security Documents Canadian Administrative Agent, as applicable, may be reasonably have requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that effectuate the Incremental Term Lenders and/or Lenders providing increased Canadian Revolving Commitments or U.S. Revolving Commitments, as the case may be, are provided with the benefit documentation of the applicable Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agent; and (vi) the Incremental Term Loans and extensions of credit pursuant to any increase in the Canadian Revolving Commitments or U.S. Revolving Commitments shall rank pari passu in right of payment and pari passu or, in the case of Incremental Term Loans, junior in right of security with the Term Loans and the Revolving Loans; provided that if any Incremental Term Loan is junior in right of security with the Term Loans and the Revolving Loans, such Incremental Loan shall be governed by a second lien credit agreement, the effectiveness of which shall be conditioned upon, among other things, the entering into of a Second Lien Intercreditor Agreementforegoing. (b) The Borrowers may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 11.6 (including consent, if applicable, from the Administrative Agent and applicable Issuing Lender or Swing Line Lender required by Section 11.6(b)(i)) to provide all or a portion of the Incremental Term Loans (an “Incremental Term Lender”) or increases in the Canadian Revolving Commitments or U.S. Revolving Commitments; provided that any Lender offered or approached to provide all or a portion of the Incremental Term Loans, Canadian Revolving Commitments or U.S. Revolving Commitments may elect or decline, in its sole discretion, to provide an Incremental Term Loan or additional Canadian Revolving Commitment or U.S. Revolving Commitment. Any Incremental Term Loans made on any Increased Amount Date shall be designated an incremental series (an “Incremental Series”) of Incremental Term Loans for all purposes of this Agreement; provided that any Incremental Term Loans may, to the extent provided in the applicable Incremental Amendment, be designated as an increase in any previously established Incremental Series of Incremental Term Loans made to the Borrowers. (c) The Incremental Term Loans and any increases in the Canadian Revolving Commitments or U.S. Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrowers, the Administrative Agent and the Incremental Term Lenders providing such Incremental Term Loans or such additional Canadian Revolving Commitments or U.S. Revolving Commitments (an “Incremental Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Incremental Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto.

Incremental Commitments. (a) The Borrowers may, by written notice to the Administrative Agent from time to time, request (x) Incremental Term Loan Commitments or an increase in the U.S. Revolving Commitments or the Canadian Revolving Commitments in an amount not to exceed the greatersum of (I) $350,000,000 400,000,000 in the aggregate andplus (II) any other amount so long as the Senior Secured Leverage Ratio (provided that increased commitments under the U.S. Revolving Commitments or the Canadian Revolving Commitments shall be treated as drawn term loans for the purposes of this Section 2.6(a)) shall not be greater than 3.25 to 1.00 on the last day of the most recent fiscal quarter on a Pro Forma Basis after giving effect to such Incremental Term Loan Commitments or such increase in the U.S. Revolving Commitments or the Canadian Revolving Commitments, so long as (Ix) on a Pro Forma Basis the U.S. Borrower or the Canadian Borrower is in compliance with the covenants covenant set forth in Section 8.18.1 (aregardless of whether it is otherwise required to be tested at such time), as of the most recently completed period for which the financial statements required by Section 7.1(a) and (b) were required to be delivered delivered, and (II) on a Pro Forma Basis, the Senior Secured Leverage Ratio shall not exceed 3.00 to 1.00 on the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 7.1, in each case, from one or more Incremental Term Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion and/or (y) no Event of Default shall have occurred, be continuing or would result therefrom and (z) other than in respect of an increase in the Canadian U.S. Revolving Commitments and or the U.S. Canadian Revolving Commitments in an aggregate amount not to exceed $15,000,000100,000,000 (inclusive of any increase pursuant to Section 2(A) of Amendment No. 2), the Additional Restrictions Period is not then in effect; provided that: (i) before and after giving effect to the borrowing of such Incremental Term Loans on the date such Incremental Term Loans are borrowed or the increase in such Canadian Revolving Commitments or U.S. Revolving Commitments on the date such Revolving Commitments become effective (the “Increased Amount Date”) each of the conditions set forth in Section 6.2 shall be satisfied; (ii) in the case of (x) Incremental Term Loans, such Incremental Term Loans shall mature no earlier than, and the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than, the then remaining Weighted Average Life to Maturity of, the Term Loans under any then outstanding Facility at the time of such refinancing (provided that if no Term Loans are outstanding at such time, the Incremental Term Loans shall mature no earlier than any then outstanding Revolving Commitments and the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the remaining life to maturity of the Revolving Commitments) and (y) increases in the Canadian Revolving Commitments or U.S. Revolving Commitments, such increased commitments shall have the same terms and conditions (other than upfront fees) as any previously established Canadian Revolving Commitments or U.S. Revolving Commitments, as the case may be, selected by the CompanyCompanyCedar Fair LP; (iii) in the case of Incremental Term Loans, all other terms applicable to such Incremental Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and, subject to clause (ii) above, amortization which shall be as agreed between the applicable Borrower and the Lenders providing such Incremental Term Loans) shall be substantially identical to, or less favorable to the Lenders providing such Incremental Term Loans than, those applicable to the theany other then outstanding Term Loans (or, if no such Term Loans are then outstanding, such other terms (other than any such terms that are related to the revolving nature of the Revolving Commitments or reflect customary mandatory prepayment provisions for term loan facilities) shall be substantially identical to, or less favorable, to the Lenders providing such Term Loans than those applicable to the Revolving Commitments) except to the extent such covenants and other terms apply solely to any period after the latest final maturity of the Term Loans and Revolving Commitments in effect on the Increased Amount Date immediately prior to the borrowing of such Incremental Term Loans; (iv) in the case of Incremental Term LoansLoans incurred prior to the date that is 12 months after the Amendment No. 1 Effective Date, if the Yield on any Incremental Term Loans exceeds the Yield on the U.S. Term-1 Term B Loans by more than 25 50 basis points, then the Applicable Margin Margins for the U.S. Term-1 Term B Loans shall be increased to the extent necessary so that the Yield on the U.S. Term-1 Term B Loans is 25 50 basis points less than the Yield on such Incremental Term LoansLoans;[reserved]; (v) the Loan Parties and the Collateral Agent shall enter into such amendments to the Security Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Incremental Term Lenders and/or Lenders providing increased Canadian Revolving Commitments or U.S. Revolving Commitments, as the case may be, are provided with the benefit of the applicable Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agent; and (vi) the Incremental Term Loans and extensions of credit pursuant to any increase in the Canadian Revolving Commitments or U.S. Revolving Commitments shall rank pari passu in right of payment and pari passu or, in the case of Incremental Term Loans, junior in right of security with the Term Loans and the Revolving Loans; provided that if any Incremental Term Loan is junior in right of security with the Term Loans and the Revolving Loans, such Incremental Loan shall be governed by a second lien credit agreement, the effectiveness of which shall be conditioned upon, among other things, the entering into of a Second Lien Intercreditor Agreement. (b) The Borrowers may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 11.6 (including consent, if applicable, from the Administrative Agent and each applicable Issuing Lender or Swing Line Lender required by Section 11.6(b)(i)) to provide all or a portion of the Incremental Term Loans (an “Incremental Term Lender”) or increases in the Canadian Revolving Commitments or U.S. Revolving Commitments; provided that any Lender offered or approached to provide all or a portion of the Incremental Term Loans, Canadian Revolving Commitments or U.S. Revolving Commitments may elect or decline, in its sole discretion, to provide an Incremental Term Loan or additional Canadian Revolving Commitment or U.S. Revolving Commitment. Any Incremental Term Loans made on any Increased Amount Date shall be designated an incremental series (an “Incremental Series”) of Incremental Term Loans for all purposes of this Agreement; provided that any Incremental Term Loans may, to the extent provided in the applicable Incremental Amendment, be designated as an increase in any previously established Incremental Series of Incremental Term Loans made to the Borrowers. (c) The Incremental Term Loans and any increases in the Canadian Revolving Commitments or U.S. Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrowers, the Administrative Agent and the Incremental Term Lenders providing such Incremental Term Loans or such additional Canadian Revolving Commitments or U.S. Revolving Commitments (an “Incremental Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Incremental Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto.

Incremental Commitments. (a) The So long as the Syndication Date has occurred and no Default or Event of Default exists or would arise therefrom, (i) the Canadian Borrowers mayshall have the right, by written notice to the Administrative Agent at any time and from time to timetime after the Closing Date, to request an increase of the aggregate of the then outstanding Canadian RCF Commitments by an amount not to exceed in the aggregate (A) $200,000,000 minus (B) the amount of any increases in the RCF Commitments and any Incremental Term Loan Commitments provided to the U.S. Borrowers and/or Canadian Xxxxx pursuant to this subsection 2.7 after the Closing Date, (ii) the U.S. Borrowers shall have the right, at any time and from time to time after the Closing Date, to request (x) an increase of the aggregate of the then outstanding U.S. RCF Commitments by an amount not to exceed in the aggregate (A) $200,000,000 minus (B) the amount of any increases in the RCF Commitments and any Incremental Term Loan Commitments provided to the U.S. Borrowers and/or Canadian Xxxxx made pursuant to this subsection 2.7 after the Closing Date and (y) the Lenders to provide Incremental Term Loan Commitments to the U.S. Borrowers in an amount not to exceed $350,000,000 in the aggregate so long as (A) $200,000,000 minus (B) the amount of any increases in the RCF Commitments and any Incremental Term Loan Commitment provided pursuant to this subsection 2.7 after the Closing Date and (iii) Canadian Xxxxx shall have the right, at any time and from time to time after the date on which Canadian Xxxxx executes and delivers a Borrower Joinder Agreement, to request the Lenders to provide Incremental Term Loan Commitments to Canadian Xxxxx in an amount not to exceed in the aggregate the lesser of (I) on a Pro Forma Basis the U.S. Borrower is in compliance with the covenants set forth in Section 8.1, as of the most recently completed period for which the financial statements required by Section 7.1(a) and (b) were required to be delivered $75,000,000 and (II) on a Pro Forma Basis(A) $200,000,000 minus (B) the amount of any increases in the RCF Commitments and any Incremental Term Loan Commitment provided to the U.S. Borrowers and/or Canadian Xxxxx pursuant to this subsection 2.7 after the Closing Date. For the avoidance of doubt, the Senior Secured Leverage Ratio aggregate increase of all RCF Commitments and all Incremental Term Loan Commitments obtained by the Borrowers under this subsection 2.7 shall not exceed 3.00 $200,000,000. Any such requested increase shall be first made to 1.00 all applicable existing Lenders on a pro rata basis. To the last day extent that such existing Lenders decline to increase their Commitments or to provide Incremental Term Loan Commitments, or decline to increase their Commitments or to provide Incremental Term Loan Commitments to the amount requested by the respective Borrower or Borrowers, the U.S. Administrative Agent, in consultation with the Parent Borrower, will use commercially reasonable efforts to arrange for other Persons to become Canadian RCF Lenders or U.S. RCF Lenders, or to provide Incremental Term Loan Commitments, as applicable, hereunder and to issue commitments in an amount equal to the amount of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 7.1, in each case, from one or more Incremental Term Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion and/or (y) an increase in the Total Canadian Revolving Commitments and RCF Commitment requested by the Canadian Borrowers or the Total U.S. Revolving Commitments in an aggregate amount not to exceed $15,000,000; provided that: (i) before and after giving effect to RCF Commitment or the borrowing of such Incremental Term Loans on Loan Commitments requested by the date such Incremental Term Loans are borrowed U.S. Borrowers or the increase in such Canadian Revolving Commitments or U.S. Revolving Commitments on the date such Revolving Commitments become effective (the “Increased Amount Date”) each of the conditions set forth in Section 6.2 shall be satisfied; (ii) in the case of (x) Incremental Term Loans, such Incremental Term Loans shall mature no earlier than, and the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than, the then remaining Weighted Average Life to Maturity of, the Term Loans under any then outstanding Facility at the time of such refinancing and (y) increases in the Canadian Revolving Commitments or U.S. Revolving Commitments, such increased commitments shall have the same terms and conditions (other than upfront fees) as any previously established Canadian Revolving Commitments or U.S. Revolving CommitmentsXxxxx, as the case may be, selected and not accepted by the Companyexisting Lenders (each such increase by either means, a "Commitment Increase," and each Person issuing, or Lender increasing, its Commitment, an "Additional Commitment Lender"), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by any Borrower and (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of, (X) in the case of the U.S. RC Facility, the U.S. Administrative Agent, the U.S. RCF Issuing Lender and the U.S. Borrowers, (Y) in the case of the Canadian RC Facility, the Canadian Administrative Agent, the Canadian RCF Issuing Lender and the Canadian Borrowers (each such approval not to be unreasonably withheld) and (Z) in the case of any such Additional Commitment Lender providing an Incremental Term Loan Commitment, the U.S. Administrative Agent and the Parent Borrower and (iii) each Additional Commitment Lender which is a Canadian RCF Lender shall be in compliance with the provisions of subsection 4.15. Each Commitment Increase shall be in a minimum aggregate amount of at least $25,000,000 and in integral multiples of $25,000,000 in excess thereof. (b) No Commitment Increase shall become effective unless and until each of the following conditions have been satisfied: (i) the applicable Borrowers, the U.S. Administrative Agent, and any Additional Commitment Lender shall have executed and delivered an incremental commitment agreement in substantially the form of Exhibit C hereto ("Incremental Commitment Agreement") pursuant to which the respective additional Commitments or Incremental Term Loan Commitments shall be provided; (ii) the applicable Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and to the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, as the applicable Borrowers and such Additional Commitment Lenders shall agree; (iii) in the case of Incremental Term Loans, all other terms applicable to such Incremental Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and, subject to clause (ii) above, amortization which shall be as agreed between the applicable Borrower Borrowers, if requested by the respective Administrative Agent, shall deliver to the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, and the Lenders providing such Incremental Term Loans) shall be substantially identical toan opinion or opinions, or less favorable in form and substance reasonably satisfactory to the Lenders providing such Incremental Term Loans thanU.S. Administrative Agent or the Canadian Administrative Agent, those applicable as applicable, from counsel to the then outstanding Term Loans except applicable Borrowers reasonably satisfactory to the extent U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, and dated such covenants and other terms apply solely to any period after the latest final maturity of the Term Loans and Revolving Commitments in effect on the Increased Amount Date immediately prior to the borrowing of such Incremental Term Loansdate; (iv) an RCF Note or Incremental Term Loan Note, as applicable (to the extent requested), will be issued at the applicable Borrowers' expense, to each such Additional Commitment Lender, to be in conformity with requirements of subsection 2.1(d) or 2.2(e), as the case of Incremental Term Loansmay be (with appropriate modification), if the Yield on any Incremental Term Loans exceeds the Yield on the U.S. Term-1 Loans by more than 25 basis points, then the Applicable Margin for the U.S. Term-1 Loans shall be increased to the extent necessary so that to reflect the Yield on the U.S. Term-1 Loans is 25 basis points less than the Yield on such Incremental Term Loans;new Commitment of each Additional Commitment Lender; and (v) the Loan Parties applicable Borrowers and Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Collateral U.S. Administrative Agent shall enter into such amendments to or the Security Documents Canadian Administrative Agent, as applicable, may be reasonably have requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that effectuate the Incremental Term Lenders and/or Lenders providing increased Canadian Revolving Commitments or U.S. Revolving Commitments, as the case may be, are provided with the benefit documentation of the applicable Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agent; and (vi) the Incremental Term Loans and extensions of credit pursuant to any increase in the Canadian Revolving Commitments or U.S. Revolving Commitments shall rank pari passu in right of payment and pari passu or, in the case of Incremental Term Loans, junior in right of security with the Term Loans and the Revolving Loans; provided that if any Incremental Term Loan is junior in right of security with the Term Loans and the Revolving Loans, such Incremental Loan shall be governed by a second lien credit agreement, the effectiveness of which shall be conditioned upon, among other things, the entering into of a Second Lien Intercreditor Agreementforegoing. (b) The Borrowers may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 11.6 (including consent, if applicable, from the Administrative Agent and applicable Issuing Lender or Swing Line Lender required by Section 11.6(b)(i)) to provide all or a portion of the Incremental Term Loans (an “Incremental Term Lender”) or increases in the Canadian Revolving Commitments or U.S. Revolving Commitments; provided that any Lender offered or approached to provide all or a portion of the Incremental Term Loans, Canadian Revolving Commitments or U.S. Revolving Commitments may elect or decline, in its sole discretion, to provide an Incremental Term Loan or additional Canadian Revolving Commitment or U.S. Revolving Commitment. Any Incremental Term Loans made on any Increased Amount Date shall be designated an incremental series (an “Incremental Series”) of Incremental Term Loans for all purposes of this Agreement; provided that any Incremental Term Loans may, to the extent provided in the applicable Incremental Amendment, be designated as an increase in any previously established Incremental Series of Incremental Term Loans made to the Borrowers. (c) The Incremental Term Loans and any increases in the Canadian Revolving Commitments or U.S. Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrowers, the Administrative Agent and the Incremental Term Lenders providing such Incremental Term Loans or such additional Canadian Revolving Commitments or U.S. Revolving Commitments (an “Incremental Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Incremental Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto.

Incremental Commitments. (a) The Borrowers may, by written notice to the Administrative Agent from time to time, request (x) Incremental Term Loan Commitments or an increase in the U.S. Revolving Commitments or the Canadian Revolving Commitments in an amount not to exceed the greater of (I) $350,000,000 400,000,000 in the aggregate and (II) any other amount so long as the Senior Secured Leverage Ratio (Iprovided that increased commitments under the U.S. Revolving Commitments or the Canadian Revolving Commitments shall be treated as drawn term loans for the purposes of this Section 2.6(a)) shall not be greater than 3.25 to 1.00 on the last day of the most recent fiscal quarter on a Pro Forma Basis after giving effect to such Incremental Term Loan Commitments or such increase in the U.S. Revolving Commitments or the Canadian Revolving Commitments, so long as on a Pro Forma Basis the U.S. Borrower or the Canadian Borrower is in compliance with the covenants set forth in Section 8.1, as of the most recently completed period for which the financial statements required by Section 7.1(a) and (b) were required to be delivered and (II) on a Pro Forma Basisno Event of Default shall have occurred, the Senior Secured Leverage Ratio shall not exceed 3.00 to 1.00 on the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 7.1, in each case, from one be continuing or more Incremental Term Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion and/or (y) an increase in the Canadian Revolving Commitments and or the U.S. Revolving Commitments in an aggregate amount not to exceed $15,000,000would result therefrom; provided that: (i) before and after giving effect to the borrowing of such Incremental Term Loans on the date such Incremental Term Loans are borrowed or the increase in such Canadian Revolving Commitments or U.S. Revolving Commitments on the date such Revolving Commitments become effective (the “Increased Amount Date”) each of the conditions set forth in Section 6.2 shall be satisfied; (ii) in the case of (x) Incremental Term Loans, such Incremental Term Loans shall mature no earlier than, and the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than, the then remaining Weighted Average Life to Maturity of, the Term Loans under any then outstanding Facility at the time of such refinancing and (y) increases in the Canadian Revolving Commitments or U.S. Revolving Commitments, such increased commitments shall have the same terms and conditions (other than upfront fees) as any previously established Canadian Revolving Commitments or U.S. Revolving Commitments, as the case may be, selected by the Company; (iii) in the case of Incremental Term Loans, all other terms applicable to such Incremental Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and, subject to clause (ii) above, amortization which shall be as agreed between the applicable Borrower and the Lenders providing such Incremental Term Loans) shall be substantially identical to, or less favorable to the Lenders providing such Incremental Term Loans than, those applicable to the then outstanding Term Loans except to the extent such covenants and other terms apply solely to any period after the latest final maturity of the Term Loans and Revolving Commitments in effect on the Increased Amount Date immediately prior to the borrowing of such Incremental Term Loans; (iv) in the case of Incremental Term Loans (other than Incremental Term Loans with a final maturity at least one year after the U.S. Term Facility Maturity Date and with a Weighted Average Life to Maturity at least one year longer than the then remaining Weighted Average Life to Maturity of the U.S. Term Loans), if the Yield on any Incremental Term Loans exceeds the Yield on the U.S. Term-1 Term Loans by more than 25 50 basis points, then the Applicable Margin for the U.S. Term-1 Term Loans shall be increased to the extent necessary so that the Yield on the U.S. Term-1 Term Loans is 25 50 basis points less than the Yield on such Incremental Term Loans; (v) the Loan Parties and the Collateral Agent shall enter into such amendments to the Security Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Incremental Term Lenders and/or Lenders providing increased Canadian Revolving Commitments or U.S. Revolving Commitments, as the case may be, are provided with the benefit of the applicable Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agent; and (vi) the Incremental Term Loans and extensions of credit pursuant to any increase in the Canadian Revolving Commitments or U.S. Revolving Commitments shall rank pari passu in right of payment and pari passu or, in the case of Incremental Term Loans, junior in right of security with the Term Loans and the Revolving Loans; provided that if any Incremental Term Loan is junior in right of security with the Term Loans and the Revolving Loans, such Incremental Loan shall be governed by a second lien credit agreement, the effectiveness of which shall be conditioned upon, among other things, the entering into of a Second Lien Intercreditor Agreement. (b) The Borrowers may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 11.6 (including consent, if applicable, from the Administrative Agent and applicable Issuing Lender or Swing Line Lender required by Section 11.6(b)(i)) to provide all or a portion of the Incremental Term Loans (an “Incremental Term Lender”) or increases in the Canadian Revolving Commitments or U.S. Revolving Commitments; provided that any Lender offered or approached to provide all or a portion of the Incremental Term Loans, Canadian Revolving Commitments or U.S. Revolving Commitments may elect or decline, in its sole discretion, to provide an Incremental Term Loan or additional Canadian Revolving Commitment or U.S. Revolving Commitment. Any Incremental Term Loans made on any Increased Amount Date shall be designated an incremental series (an “Incremental Series”) of Incremental Term Loans for all purposes of this Agreement; provided that any Incremental Term Loans may, to the extent provided in the applicable Incremental Amendment, be designated as an increase in any previously established Incremental Series of Incremental Term Loans made to the Borrowers. (c) The Incremental Term Loans and any increases in the Canadian Revolving Commitments or U.S. Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrowers, the Administrative Agent and the Incremental Term Lenders providing such Incremental Term Loans or such additional Canadian Revolving Commitments or U.S. Revolving Commitments (an “Incremental Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Incremental Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto.

Incremental Commitments. (a) The Borrowers may, by written notice to the Administrative Agent from time to time, request (x) Incremental Term Loan Commitments or an increase in the U.S. Revolving Commitments or the Canadian Revolving Commitments in an amount not to exceed the greater of (I) $350,000,000 400,000,000 in the aggregate and (II) any other amount so long as the Senior Secured Leverage Ratio (Iprovided that increased commitments under the U.S. Revolving Commitments or the Canadian Revolving Commitments shall be treated as drawn term loans for the purposes of this Section 2.6(a)) shall not be greater than 3.25 to 1.00 on the last day of the most recent fiscal quarter on a Pro Forma Basis after giving effect to such Incremental Term Loan Commitments or such increase in the U.S. Revolving Commitments or the Canadian Revolving Commitments, so long as on a Pro Forma Basis the U.S. Borrower or the Canadian Borrower is in compliance with the covenants covenant set forth in Section 8.1, as of the most recently completed period for which the financial statements required by Section 7.1(a) and (b) were required to be delivered and (II) on a Pro Forma Basisno Event of Default shall have occurred, the Senior Secured Leverage Ratio shall not exceed 3.00 to 1.00 on the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 7.1, in each case, from one be continuing or more Incremental Term Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion and/or (y) an increase in the Canadian Revolving Commitments and or the U.S. Revolving Commitments in an aggregate amount not to exceed $15,000,000would result therefrom; provided that: (i) before and after giving effect to the borrowing of such Incremental Term Loans on the date such Incremental Term Loans are borrowed or the increase in such Canadian Revolving Commitments or U.S. Revolving Commitments on the date such Revolving Commitments become effective (the “Increased Amount Date”) each of the conditions set forth in Section 6.2 shall be satisfied; (ii) in the case of (x) Incremental Term Loans, such Incremental Term Loans shall mature no earlier than, and the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than, the then remaining Weighted Average Life to Maturity of, the Term Loans under any then outstanding Facility at the time of such refinancing and (y) increases in the Canadian Revolving Commitments or U.S. Revolving Commitments, such increased commitments shall have the same terms and conditions (other than upfront fees) as any previously established Canadian Revolving Commitments or U.S. Revolving Commitments, as the case may be, selected by the Company; (iii) in the case of Incremental Term Loans, all other terms applicable to such Incremental Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and, subject to clause (ii) above, amortization which shall be as agreed between the applicable Borrower and the Lenders providing such Incremental Term Loans) shall be substantially identical to, or less favorable to the Lenders providing such Incremental Term Loans than, those applicable to the then outstanding Term Loans except to the extent such covenants and other terms apply solely to any period after the latest final maturity of the Term Loans and Revolving Commitments in effect on the Increased Amount Date immediately prior to the borrowing of such Incremental Term Loans; (iv) in the case of Incremental Term LoansLoans incurred prior to the date that is 12 months after the Restatement Effective Date, if the Yield on any Incremental Term Loans exceeds the Yield on the U.S. Term-1 Term B Loans by more than 25 50 basis points, then the Applicable Margin Margins for the U.S. Term-1 Term B Loans shall be increased to the extent necessary so that the Yield on the U.S. Term-1 Term B Loans is 25 50 basis points less than the Yield on such Incremental Term Loans; (v) the Loan Parties and the Collateral Agent shall enter into such amendments to the Security Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Incremental Term Lenders and/or Lenders providing increased Canadian Revolving Commitments or U.S. Revolving Commitments, as the case may be, are provided with the benefit of the applicable Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agent; and (vi) the Incremental Term Loans and extensions of credit pursuant to any increase in the Canadian Revolving Commitments or U.S. Revolving Commitments shall rank pari passu in right of payment and pari passu or, in the case of Incremental Term Loans, junior in right of security with the Term Loans and the Revolving Loans; provided that if any Incremental Term Loan is junior in right of security with the Term Loans and the Revolving Loans, such Incremental Loan shall be governed by a second lien credit agreement, the effectiveness of which shall be conditioned upon, among other things, the entering into of a Second Lien Intercreditor Agreement. (b) The Borrowers may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 11.6 (including consent, if applicable, from the Administrative Agent and each applicable Issuing Lender or Swing Line Lender required by Section 11.6(b)(i)) to provide all or a portion of the Incremental Term Loans (an “Incremental Term Lender”) or increases in the Canadian Revolving Commitments or U.S. Revolving Commitments; provided that any Lender offered or approached to provide all or a portion of the Incremental Term Loans, Canadian Revolving Commitments or U.S. Revolving Commitments may elect or decline, in its sole discretion, to provide an Incremental Term Loan or additional Canadian Revolving Commitment or U.S. Revolving Commitment. Any Incremental Term Loans made on any Increased Amount Date shall be designated an incremental series (an “Incremental Series”) of Incremental Term Loans for all purposes of this Agreement; provided that any Incremental Term Loans may, to the extent provided in the applicable Incremental Amendment, be designated as an increase in any previously established Incremental Series of Incremental Term Loans made to the Borrowers. (c) The Incremental Term Loans and any increases in the Canadian Revolving Commitments or U.S. Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrowers, the Administrative Agent and the Incremental Term Lenders providing such Incremental Term Loans or such additional Canadian Revolving Commitments or U.S. Revolving Commitments (an “Incremental Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Incremental Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto.