Common use of Incremental Credit Extensions Clause in Contracts

Incremental Credit Extensions. The U.S. Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent, the Canadian Agent and any other applicable Facility Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more increases in the amount of (x) the U.S. Dollar Facility Commitments to be made available to the U.S. Borrower (each such increase, a “U.S. Dollar Facility Commitment Increase”), or (y) the Multicurrency Facility Commitments to be made available to the U.S. Borrower and the Canadian Borrower (each such increase, a “Multicurrency Facility Commitment Increase”) or (ii) to add one or more tranches of term loans (each, an “Incremental Term Loan”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Commitment Increase or Incremental Term Loan is provided (and after giving effect thereto) no Default or Event of Default shall exist and the U.S. Borrower shall be in compliance with each of the covenants set forth in Section 7.12 determined on a Pro forma Basis as of the last day of the most recently ended Test Period as if the Commitments, after giving effect to such Commitment Increase, had been fully drawn on the last day of such fiscal quarter of the U.S. Borrower for testing compliance therewith. Each Incremental Term Loan shall be in an aggregate principal amount not less than $25,000,000 and each Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000. Notwithstanding anything to the contrary herein, the aggregate amount of the Commitment Increases and Incremental Term Loans shall not exceed $75,000,000. Each U.S. Dollar Facility Commitment Increase shall be on the same terms and conditions as the U.S. Dollar Facility Commitments in effect immediately prior to such U.S. Dollar Facility Commitment Increase. Each Multicurrency Facility Commitment Increase shall be on the same terms and conditions as the Multicurrency Facility Commitments in effect immediately prior to such Multicurrency Facility Commitment Increase. The terms of any Incremental Term Loans shall be as set forth in an Incremental Amendment; provided that (i) the final maturity date of any Incremental Term Loans shall be no earlier than the U.S. Dollar Facility Maturity Date, (ii) the all-in-yield (whether in the form of interest rate margins, original issue discount, upfront fees or any interest rate floor) for the Incremental Term Loans shall be determined by the U.S. Borrower and the lenders providing such Incremental Term Loans and any prepayment premiums applicable to any Incremental Term Loans will be determined by the U.S. Borrower and the lenders providing such Incremental Term Loans, (iii) any Incremental Term Loans will rank pari passu in right of payment and be secured on a pari passu basis with the obligations in respect of the Aggregate U.S. Dollar Facility Commitments, (iv) subject to clause (i), the amortization schedule applicable to any Incremental Term Loans shall be determined by the U.S. Borrower and the lenders thereunder, (v) the mandatory prepayments applicable to any Incremental Term Loans will be determined by the U.S. Borrower and the lenders providing such Incremental Term Loans and (vi) any Incremental Term Loans shall otherwise be on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent. Each notice from the U.S. Borrower pursuant to this Section 2.14 shall set forth the requested amount of the relevant Commitment Increase or Incremental Term Loans. (x) Incremental Term Loans may be provided by any existing Lender or any Additional Lender reasonably acceptable to the Administrative Agent, (y) U.S. Dollar Facility Commitment Increases may be provided by any existing U.S. Dollar Facility Lender (and each existing U.S. Dollar Facility Lender will have the right to provide a portion of any U.S. Dollar Facility Commitment Increase, in each case on terms permitted in this Section 2.14) and (z) Multicurrency Facility Commitment Increases may be provided by any existing Multicurrency Facility Lender (and each existing Multicurrency Facility Lender will have the right to provide a portion of any Multicurrency Facility Commitment Increase, in each case on terms permitted in this Section 2.14); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s providing such Incremental Term Loan if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender and (ii) each of the Administrative Agent, the applicable Facility Agent (in the case of a Multicurrency Facility Commitment Increase), the applicable Swing Line Lender and the applicable L/C Issuers shall have consented (not to be unreasonably withheld) to such Lender’s providing such Commitment Increase, in each case, if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender. Each applicable existing Lender shall, by notice to the U.S. Borrower and the Administrative Agent given not later than 10 days after the date of the Administrative Agent’s notice delivered pursuant to the first sentence of this paragraph, either agree to make a portion of any Commitment Increase or Incremental Term Loan, or decline to do so (and any existing Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to do so). In the event that, on the 10th day after the Administrative Agent shall have delivered the notice pursuant to the first sentence of this paragraph, the applicable existing Lenders shall have agreed pursuant to the preceding sentence to provide any Commitment Increase or Incremental Term Loan, as applicable, in an aggregate amount less than the amount requested by the U.S. Borrower, any Commitment Increase or Incremental Term Loan may be provided by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld) to such Additional Lender’s providing such Incremental Term Loan if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender and (ii) each of the Administrative Agent, the applicable Facility Agent (in the case of a Multicurrency Facility Commitment Increase), the applicable Swing Line Lender and the applicable L/C Issuers shall have consented (not to be 91

Incremental Credit Extensions. The U.S. (a) Any Borrower (including for the avoidance of doubt, any Supplemental Subsidiary Borrower that is designated as a Borrower in accordance with Section 11.14 of this Agreement) or other Loan Party organized in the United States or the Netherlands may at any time or from time to time after the Closing Sixth A&R Effective Date, by notice to the Administrative Agent, the Canadian Agent and any other applicable Facility Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional tranches of term loans (the “Incremental Term Loans”) or (b) one or more increases in the amount of (x) the U.S. Dollar Revolving Credit Commitments of any Facility Commitments or the addition of a new Revolving Credit Facility to be made available provided to the U.S. Borrower (each such increase, a “U.S. Dollar Facility Commitment Increase”), or (y) the Multicurrency Facility Commitments to be made available to the U.S. Borrower and the Canadian Borrower (each such increaseincrease or new Revolving Credit Facility, a “Multicurrency Facility Revolving Commitment Increase”) or (ii) to add one or more tranches of term loans (each, an “Incremental Term Loan”), provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Commitment Increase or Incremental Term Loan is provided made (and after giving effect thereto) no Default or Event of Default shall exist (provided that, any such request or Incremental Amendment made in connection with a Permitted Acquisition or other Investment permitted under Section 7.02 shall require only that no Event of Default under Section 8.01(a), (f) or (g) shall exist at such time) and (ii) unless otherwise waived by the U.S. Borrower Required Class Lenders with respect to the Tranche A Revolving Credit Facility and Class A Term Loans, Xxxxxxx shall be in compliance with each of the covenants covenant set forth in Section 7.12 7.11 determined on a Pro forma Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended Test Period Period, in each case, as if the Commitmentssuch Incremental Term Loans or Revolving Commitment Increases, after giving effect to such Commitment Increaseas applicable, had been fully drawn outstanding on the last day of such fiscal quarter of the U.S. Borrower Xxxxxxx for testing compliance therewith. Each tranche of Incremental Term Loan shall be in an aggregate principal amount not less than $25,000,000 Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,00050,000,000 (provided that such amount may be less than $50,000,000 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 Commitment Increases and Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed $75,000,000. Each U.S. Dollar Facility Commitment Increase shall be at the time of issuance or incurrence, the Maximum Incremental Facilities Amount on the same terms and conditions as the U.S. Dollar Facility Commitments in effect immediately prior to such U.S. Dollar Facility Commitment Increase. Each Multicurrency Facility Commitment Increase shall be on the same terms and conditions as the Multicurrency Facility Commitments in effect immediately prior to such Multicurrency Facility Commitment Increasea Pro Forma Basis. The terms of any Incremental Term Loans (i) shall be rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, (ii) shall not mature earlier than the Maturity Date with respect to the Class B-4 Term Loans; provided, however, that Incremental Term Loans may have an earlier maturity than the Maturity Date of the Class B-4 Term Loans, solely if such Incremental Term Loans are in the form of additional Class A Term Loans, (iii) except as set forth in an Incremental Amendment; provided that clauses (i) the final maturity date of any Incremental Term Loans shall be no earlier than the U.S. Dollar Facility Maturity Date, and (ii) above, shall be treated substantially the all-in-yield same as the Class A Term Loans, Class B-2 Euro Term Loans or Class B-4 Term Loans, as applicable (whether in each case, including with respect to mandatory and voluntary prepayments) and (iv) the form of interest rate margins, original issue discount, upfront fees or any interest rate floor) Applicable Rate for the Incremental Term Loans shall be determined by the U.S. Borrower Xxxxxxx and the lenders providing applicable new Lenders; provided, however, that (A) the interest rate margins for the Incremental Term Loans (other than Class A Term Loans) shall not be greater than the highest interest rate margins that may, under any circumstances, be payable with respect to Dollar Term Loans (other than Class A Term Loans) (or Class B-2 Euro Term Loans if such Incremental Term Loans are denominated in Euros) plus 50 basis points (and any prepayment premiums the interest rate margins applicable to any Incremental the Dollar Term Loans will be determined by the U.S. Borrower and the lenders providing such Incremental (other than Class A Term Loans) or Class B-2 Euro Term Loans, as applicable, shall be increased to the extent necessary to achieve the foregoing) and (iiiB) any Incremental Term Loans will rank pari passu in right of payment and be secured on a pari passu basis with the obligations in respect solely for purposes of the Aggregate U.S. Dollar Facility Commitments, (iv) subject to foregoing clause (i), the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable generally to Lenders providing such Term Loans or such Incremental Term Loans based on an assumed four-year life to maturity), provided that (1) except as provided herein, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Administrative Agent and (2) the amortization schedule applicable to any the Incremental Term Loans shall be determined by the U.S. Borrower Xxxxxxx and the lenders thereunderthereof. Other than with respect to interest rates and related terms with respect to Loans denominated in Canadian Dollars, (v) and other than with respect to borrowing mechanics and operational matters, the mandatory prepayments applicable terms of any new Revolving Credit Facility to be provided to the Canadian Borrower shall be identical to those of the Revolving Credit Facilities and any Incremental Term Loans will collateral securing such new facility shall be determined by shared with the U.S. Borrower and the lenders providing such Incremental Term Loans and (vi) any Incremental Term Loans shall otherwise be on terms and Secured Parties pursuant to documentation reasonably satisfactory customary arrangements and customary limitations (including with respect to the Administrative Agentadverse tax consequences). Each notice from the U.S. Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Commitment Increase or Incremental Term LoansLoans or Revolving Commitment Increases. (x) Incremental Term Loans may be provided made, and Revolving Commitment Increases may be provided, by any existing Lender or any Additional Lender reasonably acceptable to the Administrative Agent, (y) U.S. Dollar Facility Commitment Increases may be provided by any existing U.S. Dollar Facility Lender (and each existing U.S. Dollar Facility Lender will have the right to provide a portion of any U.S. Dollar Facility Commitment Increase, in each case on terms permitted in this Section 2.14) and (z) Multicurrency Facility Commitment Increases may be provided by any existing Multicurrency Facility Lender (and each existing Multicurrency Facility Lender will have the right to provide a portion of any Multicurrency Facility Commitment Increase, in each case on terms permitted in this Section 2.14); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s providing such Incremental Term Loan if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender and (ii) each of the Administrative Agent, the applicable Facility Agent (in the case of a Multicurrency Facility Commitment Increase), the applicable Swing Line Lender and the applicable L/C Issuers shall have consented (not to be unreasonably withheld) to such Lender’s providing such Commitment Increase, in each case, if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender. Each applicable existing Lender shall, by notice to the U.S. Borrower and the Administrative Agent given not later than 10 days after the date of the Administrative Agent’s notice delivered pursuant to the first sentence of this paragraph, either agree to make a portion of any Commitment Increase or Incremental Term Loan, or decline to do so (and any existing Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to do so). In the event that, on the 10th day after the Administrative Agent shall have delivered the notice pursuant to the first sentence of this paragraph, the applicable existing Lenders shall have agreed pursuant to the preceding sentence to provide any Commitment Increase or Incremental Term Loan, as applicable, in an aggregate amount less than the amount requested by the U.S. Borrower, any Commitment Increase or Incremental Term Loan may be provided by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that (i) the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing making such Incremental Term Loan Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.06(a10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (ii) each of the Administrative Agent, the applicable Facility Agent (or in the case of a Multicurrency Facility Revolving Commitment Increase to be provided by an existing Revolving Credit Lender (other than a Revolving Commitment Increase to be provided to the Canadian Borrower), an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Xxxxxxx (and, in the case of a Revolving Commitment Increase, any other relevant Borrowers or the Canadian Borrower, as applicable), the applicable Swing Line each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the applicable L/C Issuers shall have consented (not to be 91Administrative Agent. The Incremental Amendment may, without the consent of any other Borrowers, Agents or Lenders, effect such

Incremental Credit Extensions. (a) The U.S. Borrower may at any time or from time to time after the Closing Effective Date, by notice to the Administrative Agent, the Canadian Agent and any other applicable Facility Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more increases in the amount of (x) the U.S. Dollar Facility Commitments to be made available to the U.S. Borrower (each such increase, a “U.S. Dollar Facility Commitment Increase”), or (y) the Multicurrency Facility Commitments to be made available to the U.S. Borrower and the Canadian Borrower (each such increase, a “Multicurrency Facility Commitment Increase”) or (ii) to add one or more additional tranches of term loans (each, an the “Incremental Term LoanLoans”), ; provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist have occurred and be continuing and at the time that any such Commitment Increase or Incremental Term Loan is provided (and after giving effect thereto) made no Default or Event of Default shall exist have occurred and be continuing or result therefrom, (ii) all representations and warranties contained herein and in the U.S. other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on the date such Incremental Term Loan is made (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date), (iii) the Borrower shall be in compliance with each have demonstrated to the Administrative Agent’s reasonable satisfaction that the full amount of the covenants set forth in Section 7.12 respective Incremental Term Loans may be incurred without violating the terms of any other material debt of Holdings and its Subsidiaries and (iv) (x) calculations are made by the Borrower with respect to the Total Leverage Ratio, determined on a Pro forma Forma Basis as of the last day of the Calculation Period most recently ended, and such calculations shall show a Total Leverage Ratio that is, with respect to the incurrence of Incremental Term Loans prior to July 1, 2012, less than or equal to 0.50 less than the maximum Total Leverage Ratio set forth in Section 10.09 for the Fiscal Quarter then most recently ended Test Period and, with respect to the incurrence of Incremental Terms Loans on or after July 1, 2012, less than or equal to 0.25 less than the maximum Total Leverage Ratio set forth in Section 10.09 for the Fiscal Quarter then most recently ended and (y) calculations are made by the Borrower with respect to the Interest Expense Coverage Ratio, determined on a Pro Forma Basis as if the Commitments, after giving effect to such Commitment Increase, had been fully drawn on of the last day of the Calculation Period most recently ended, and such fiscal quarter calculations shall show an Interest Expense Coverage Ratio that is, with respect to the incurrence of the U.S. Borrower for testing compliance therewith. Each Incremental Term Loan shall be Loans prior to July 1, 2012, greater than or equal to 0.50 greater than the minimum Interest Expense Coverage Ratio set forth in an aggregate principal amount not less Section 10.08 for the Fiscal Quarter then most recently ended and, with respect to the incurrence of Incremental Term Loans on or after July 1, 2012, greater than $25,000,000 and or equal to 0.25 greater than the minimum Interest Expense Coverage Ratio set forth in Section 10.08 for the Fiscal Quarter then most recently ended, (v) each Commitment Increase tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,0005,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence) and (vi) the Borrower shall have delivered to the Administrative Agent and each Lender a certificate executed by an Authorized Officer of the Borrower, (A) certifying to the best of such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (v), inclusive, and (B) containing the calculations (in reasonable detail) required by the preceding clauses (iv) and (v). Notwithstanding anything to the contrary herein, the aggregate amount of the Commitment Increases and Incremental Term Loans shall not exceed $75,000,00050,000,000. Each U.S. Dollar Facility Commitment Increase shall be on the same terms and conditions as the U.S. Dollar Facility Commitments in effect immediately prior to such U.S. Dollar Facility Commitment Increase. Each Multicurrency Facility Commitment Increase shall be on the same terms and conditions as the Multicurrency Facility Commitments in effect immediately prior to such Multicurrency Facility Commitment Increase. The terms tranche of any Incremental Term Loans shall be as set forth in an Incremental Amendment; provided that (i) the final maturity date of any Incremental Term Loans shall be no earlier than the U.S. Dollar Facility Maturity Date, (ii) the all-in-yield (whether in the form of interest rate margins, original issue discount, upfront fees or any interest rate floor) for the Incremental Term Loans shall be determined by the U.S. Borrower and the lenders providing such Incremental Term Loans and any prepayment premiums applicable to any Incremental Term Loans will be determined by the U.S. Borrower and the lenders providing such Incremental Term Loans, (iii) any Incremental Term Loans will rank pari passu in right of payment and be secured on a pari passu basis of security with the obligations existing Loans and shall be treated substantially the same as the existing Loans (in each case, including with respect of the Aggregate U.S. Dollar Facility Commitmentsto mandatory and voluntary prepayments); provided, (iv) subject to clause however, that (i), ) the amortization schedule interest rate applicable to any the Incremental Term Loans shall be determined by the U.S. Borrower and the lenders thereunder, (v) the mandatory prepayments may differ from that applicable to any the existing Loans, but if the “effective yield” applicable to a given tranche of Incremental Term Loans will (which, for such purposes only, shall be determined by deemed to take account of any interest rate benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the U.S. Borrower shorter of (x) the weighted average life of such loans and the lenders (y) four years) payable to all Lenders providing such Incremental Term Loans and (vibut exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Incremental Term Loans) any determined as of the initial funding date for such Incremental Term Loans exceeds the “effective yield” then applicable to any Loans or any other tranche of Incremental Term Loans (determined on the same basis as provided in the preceding parenthetical, with the comparative determination to be made in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practice) by more than 0.50% (the amount of such excess being the “Yield Differential”), the Applicable Margin for such existing Loans (including, for the avoidance of doubt, Revolving Loans) subject to a Yield Differential shall otherwise automatically be on increased by the Yield Differential effective upon the making of the applicable Incremental Term Loans, (ii) the final stated maturity date for a given tranche of Incremental Term Loans may be later (but not sooner) than the latest Maturity Date hereunder, (iii) the amortization requirements for a given tranche of Incremental Term Loans may differ, so long as the average weighted life to maturity of such Incremental Term Loans is no shorter than the average weighted life to maturity applicable to the then outstanding Term Loans, and (iv) the other terms and pursuant to documentation of a given tranche of Incremental Term Loans may differ if reasonably satisfactory to the Administrative Agent. Each notice from the U.S. Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Commitment Increase or Incremental Term Loans. (x) Incremental Term Loans may be provided made by any existing Lender or any Additional Lender reasonably acceptable to the Administrative Agent, (y) U.S. Dollar Facility Commitment Increases may be provided by any existing U.S. Dollar Facility Lender (and each existing U.S. Dollar Facility Lender will have the right to provide a portion of any U.S. Dollar Facility Commitment Increase, in each case on terms permitted in this Section 2.14) and (z) Multicurrency Facility Commitment Increases may be provided by any existing Multicurrency Facility Lender (and each existing Multicurrency Facility Lender will have the right to provide a portion of any Multicurrency Facility Commitment Increase, in each case on terms permitted in this Section 2.14); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s providing such Incremental Term Loan if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender and (ii) each of the Administrative Agent, the applicable Facility Agent (in the case of a Multicurrency Facility Commitment Increase), the applicable Swing Line Lender and the applicable L/C Issuers shall have consented (not to be unreasonably withheld) to such Lender’s providing such Commitment Increase, in each case, if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender. Each applicable existing Lender shall, by notice to the U.S. Borrower and the Administrative Agent given not later than 10 days after the date of the Administrative Agent’s notice delivered pursuant to the first sentence of this paragraph, either agree to make a portion of any Commitment Increase or Incremental Term Loan, or decline to do so (and any existing Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to do so). In the event that, on the 10th day after the Administrative Agent shall have delivered the notice pursuant to the first sentence of this paragraph, the applicable existing Lenders shall have agreed pursuant to the preceding sentence to provide any Commitment Increase or Incremental Term Loan, as applicable, in an aggregate amount less than the amount requested by the U.S. Borrower, any Commitment Increase or Incremental Term Loan may be provided by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing making such Incremental Term Loan Loans if such consent would be required under Section 10.06(a13.04(b) for an assignment of Loans or Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit 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 Credit 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, provided, however, that no such amendment shall amend, modify or supplement any matter described in the first or second proviso of Section 13.12(a) without the consent of the requisite Lenders as provided in Section 13.12(a). The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (iieach, an “Incremental Facility Closing Date”) of each of the Administrative Agentconditions set forth in Section 7 (it being understood that all references to “the Borrowing Date” or similar language in such Section 7 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans only to finance a Permitted Acquisition or make Capital Expenditures and to pay fees and expenses related to such uses and to the incurrence of the Incremental Loans. No Lender shall be obligated to provide any Incremental Term Loans, the applicable Facility Agent (in the case of a Multicurrency Facility Commitment Increase), the applicable Swing Line Lender and the applicable L/C Issuers shall have consented (not to be 91unless it so agrees.

Incremental Credit Extensions. (a) The U.S. Borrower Company may at any time or from time to time after the Closing Amendment Effective Date, by notice to the Administrative Agent, the Canadian Agent and any other applicable Facility Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ix) one or more additional tranches of term loans (the “Incremental Term Loans”) or (y) one or more increases in the amount of (x) the U.S. Dollar Facility Revolving Credit Commitments to be made available to the U.S. Borrower (each such increase, a “U.S. Dollar Facility Revolving Credit Commitment Increase”), or (y) the Multicurrency Facility Commitments to be made available to the U.S. Borrower and the Canadian Borrower (each such increase, a “Multicurrency Facility Commitment Increase”) or (ii) to add one or more tranches of term loans (each, an “Incremental Term Loan”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to belowrequest, no Default or Event of Default shall exist and at the time that any such Commitment Increase or exist. Each tranche of Incremental Term Loan is provided (and after giving effect thereto) no Default or Event of Default shall exist and the U.S. Borrower shall be in compliance with each of the covenants set forth in Section 7.12 determined on a Pro forma Basis as of the last day of the most recently ended Test Period as if the Commitments, after giving effect to such Commitment Increase, had been fully drawn on the last day of such fiscal quarter of the U.S. Borrower for testing compliance therewith. Each Incremental Term Loan shall be in an aggregate principal amount not less than $25,000,000 Loans and each Revolving Credit Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,00020,000,000 (provided that such amount may be less than $20,000,000 if (x) such amount represents all remaining availability under the limit set forth in the next sentence or (y) if otherwise agreed to by the Administrative Agent). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Commitment Increases and Incremental Term Loans shall not exceed $75,000,000. Each U.S. Dollar Facility Commitment Increase shall be on the same terms and conditions as the U.S. Dollar Facility Commitments in effect immediately prior to such U.S. Dollar Facility Commitment Increase. Each Multicurrency Facility Commitment Increase shall be on the same terms and conditions as the Multicurrency Facility Commitments in effect immediately prior to such Multicurrency Facility Commitment Increase. The terms of (excluding any Incremental Term Loans shall be as set forth in an Incremental Amendment; provided that (iincurred on or prior to February 3, 2014) the final maturity date of any Incremental Term Loans shall be no earlier than the U.S. Dollar Facility Maturity Date, (ii) the all-in-yield (whether in the form of interest rate margins, original issue discount, upfront fees or any interest rate floor) for the Incremental Term Loans shall be determined by the U.S. Borrower and the lenders providing Revolving Credit Commitment Increases shall not exceed the sum of (x) $200,000,000 and (y) an additional amount such that immediately after giving effect to the effectiveness of the applicable Incremental Amendment effectuating such Incremental Term Loans and any prepayment premiums applicable to any Incremental Term Loans will be and/or Revolving Credit Commitment Increases, the First Lien Net Leverage Ratio shall not exceed 3.50:1.00, determined by the U.S. Borrower and the lenders providing such Incremental Term Loans, (iii) any Incremental Term Loans will rank pari passu in right of payment and be secured on a pari passu pro forma basis with the obligations in respect as of the Aggregate U.S. Dollar Facility Commitments, (iv) subject to clause (i), the amortization schedule applicable to any Incremental Term Loans shall be determined by the U.S. Borrower and the lenders thereunder, (v) the mandatory prepayments applicable to any Incremental Term Loans will be determined by the U.S. Borrower and the lenders providing such Incremental Term Loans and (vi) any Incremental Term Loans shall otherwise be on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent. Each notice from the U.S. Borrower pursuant to this Section 2.14 shall set forth the requested amount last day of the relevant Commitment Increase or Incremental Term Loans. (x) Incremental Term Loans may be provided by any existing Lender or any Additional Lender reasonably acceptable most recent fiscal quarter for which financial statements are required to the Administrative Agent, (y) U.S. Dollar Facility Commitment Increases may be provided by any existing U.S. Dollar Facility Lender (and each existing U.S. Dollar Facility Lender will have the right to provide a portion of any U.S. Dollar Facility Commitment Increase, in each case on terms permitted in this Section 2.14) and (z) Multicurrency Facility Commitment Increases may be provided by any existing Multicurrency Facility Lender (and each existing Multicurrency Facility Lender will have the right to provide a portion of any Multicurrency Facility Commitment Increase, in each case on terms permitted in this Section 2.14); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s providing such Incremental Term Loan if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender and (ii) each of the Administrative Agent, the applicable Facility Agent (in the case of a Multicurrency Facility Commitment Increase), the applicable Swing Line Lender and the applicable L/C Issuers shall have consented (not to be unreasonably withheld) to such Lender’s providing such Commitment Increasebeen delivered hereunder, in each case, as if such consent would be required under Section 10.06(a) for an assignment of Incremental Term Loans or CommitmentsRevolving Credit Commitment Increases, as applicable, to such Lender. Each applicable existing Lender shallhad been outstanding, by notice to the U.S. Borrower and the Administrative Agent given not later than 10 days after the date of the Administrative Agent’s notice delivered pursuant to the first sentence of this paragraph, either agree to make a portion of any Commitment Increase or Incremental Term Loan, or decline to do so (and any existing Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to do so). In the event that, on the 10th day after the Administrative Agent shall have delivered the notice pursuant to the first sentence of this paragraph, the applicable existing Lenders shall have agreed pursuant to the preceding sentence to provide any Commitment Increase or Incremental Term Loan, as applicable, in an aggregate amount less than the amount requested by the U.S. Borrower, any Commitment Increase or Incremental Term Loan may be provided by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld) to such Additional Lender’s providing such Incremental Term Loan if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender and (ii) each of the Administrative Agent, the applicable Facility Agent (in the case of a Multicurrency Facility any Revolving Credit Commitment Increase), fully drawn, on the applicable Swing Line Lender and the applicable L/C Issuers shall have consented (not to be 91last day of such fiscal quarter for testing compliance therewith.

Incremental Credit Extensions. The U.S. Borrower Borrowers may at any time or from time to time after the Closing Date, by notice to the Administrative Agent, the Canadian Agent and any other applicable Facility Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request request, in the case of Dollarama (ia) one or more additional tranches of U.S. Dollar denominated term loans (the “Incremental U.S. Dollar Term Loans”), (b) one or more additional tranches of Canadian Dollar denominated term loans (the “Incremental Canadian Dollar Term Loans”, and together with any Incremental U.S. Dollar Term Loans, the “Incremental Term Loans”) or in the case of any Borrower, (c) one or more increases in the amount of (x) the U.S. Revolving Credit Commitments relating to Canadian Dollar Facility Commitments denominated loans to be made available to the U.S. Borrower Borrowers (each such increase, a the “U.S. Dollar Facility Revolving Commitment Increase”), or (yd) the Multicurrency Facility Commitments one or more additional tranches of revolving credit commitments relating to Canadian Dollar denominated loans to be made available to the U.S. Borrower Borrowers (the “Incremental Revolving Commitments” and the Canadian Borrower (each such increase, a “Multicurrency Facility together with any Revolving Commitment Increase”) or (ii) to add one or more tranches of term loans (each, an the “Incremental Term LoanAdditional Revolving Commitments”), provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and exist, (ii) at the time that any such Commitment Increase or Incremental Term Loan is provided made (and after giving effect thereto) no Default or Event of Default shall exist and the U.S. applicable Borrower shall be in compliance with each of the covenants set forth in Section 7.12 7.11 determined on a Pro forma Forma Basis as of the last day of the most recently ended Test Period fiscal quarter of such Borrower as if the Commitments, after giving effect to such Commitment Increase, Incremental Term Loans had been fully drawn outstanding on the last day of such fiscal quarter of the U.S. such Borrower for testing compliance therewiththerewith and (iii) immediately prior to (or concurrently with) the time that any Incremental Revolving Commitments are made, no Revolving Credit Loans shall be outstanding and all Revolving Credit Commitments shall have been permanently terminated. Each tranche of Incremental Term Loan shall be in an aggregate principal amount not less than $25,000,000 Loans and each Additional Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000CA$25,000,000 (or the U.S. Dollar equivalent thereof as determined by the Agents) (provided that (i) with respect to any Incremental Revolving Commitment or any tranche of Incremental Term Loans that will not be incorporated into a tranche of existing Term Loans, such amount may not be less than CA$50,000,000 (or the U.S. Dollar equivalent thereof as determined by the Agents) and (ii) such amount may be less than CA$25,000,000 (or the U.S. Dollar equivalent thereof as determined by the Agents) 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 Commitment Increases and Incremental Term Loans and Revolving Commitment Increases shall not together exceed CA$150,000,000 (or the U.S. Dollar equivalent thereof as determined by the Agents) and the aggregate amount of Incremental Revolving Commitments shall not exceed $75,000,000. Each U.S. Dollar Facility Commitment Increase shall be on the same terms and conditions as the U.S. Dollar Facility amount of Revolving Commitments in effect immediately prior to such U.S. Dollar Facility Commitment Increase. Each Multicurrency Facility Commitment Increase shall be on the same terms and conditions as effectiveness of the Multicurrency Facility Commitments in effect immediately prior to such Multicurrency Facility Commitment IncreaseIncremental Amendment with respect thereto. The terms of any Incremental Term Loans (a) shall be as set forth in an Incremental Amendment; provided that (i) the final maturity date of any Incremental Term Loans shall be no earlier than the U.S. Dollar Facility Maturity Date, (ii) the all-in-yield (whether in the form of interest rate margins, original issue discount, upfront fees or any interest rate floor) for the Incremental Term Loans shall be determined by the U.S. Borrower and the lenders providing such Incremental Term Loans and any prepayment premiums applicable to any Incremental Term Loans will be determined by the U.S. Borrower and the lenders providing such Incremental Term Loans, (iii) any Incremental Term Loans will rank pari passu in right of payment and be secured on a pari passu basis of security with the obligations Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to, in the case of any Incremental Canadian Dollar Term Loans, the Term A Facility and with respect of the Aggregate to any Incremental U.S. Dollar Term Loans, the Term B Facility Commitments(but may have nominal amortization prior to such date), (ivc) subject except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the Term A Loans or Term B Loans, as applicable (in each case, including with respect to clause mandatory and voluntary prepayments, covenants, guarantees and collateral), provided that (i)) the terms and conditions applicable to Incremental Term Loans maturing after the Maturity Date with respect to the Term A Facility or Term B Facility, as applicable, may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the amortization schedule Maturity Date with respect to the Term A Facility or Term B Facility, as applicable and (ii) the Incremental Term Loans may be priced differently than the Term Loans; provided further that (i) if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to any Incremental Term Loans exceeds the Applicable Rate (which, for such purposes only, shall be determined by deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the U.S. Borrower and Term Loans) relating to the lenders thereunder, (v) the mandatory prepayments applicable to any Incremental Term Loans will immediately prior to the effectiveness of the applicable Incremental Amendment by more than 0.50%, the Applicable Rate relating to the Term Loans shall be determined by adjusted to be equal to the U.S. Borrower and the lenders Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans and (viLoans) any relating to such Incremental Term Loans minus 0.50%. The Incremental Revolving Credit Facility (a) shall otherwise be on terms rank pari passu in right of payment and pursuant to documentation reasonably satisfactory of security with the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Administrative AgentRevolving Credit Facility and (c) except as set forth above and as set forth below, shall be treated substantially the same as (and in any event no more favorably than) the Revolving Credit Facility (including with respect to mandatory and voluntary prepayments, covenants, guarantees and collateral, but excluding with respect to the Applicable Rate); provided that if the Applicable Rate relating to the Incremental Revolving Credit Facility (other than relating to the Revolving Credit Commitment Fees) exceeds the Applicable Rate relating to the Revolving Credit Facility (other than relating to the Revolving Credit Commitment Fees) immediately prior to the effectiveness of the applicable Incremental Amendment by more than 0.50%, the Applicable Rate relating to the Term Loans shall be increased by the number of basis points equal to such excess above 0.50%. Each notice from the U.S. Borrower Dollarama pursuant to this Section 2.14 shall set forth forth, as applicable, the requested amount and proposed terms of the relevant Commitment Increase or Incremental Term Loans. (x) Incremental Term Loans or Additional Revolving Commitments. Incremental Term Loans and Additional Revolving Commitments may be provided made by any existing Lender or any Additional Lender reasonably acceptable to the Administrative Agent, (y) U.S. Dollar Facility Commitment Increases may be provided by any existing U.S. Dollar Facility Lender (and each existing U.S. Dollar Facility Term Lender will have the right to provide make a portion of any U.S. Dollar Facility Commitment Increase, in each case Incremental Term Loan on terms permitted in this Section 2.14) 2.14 and (z) Multicurrency Facility Commitment Increases may be provided by any existing Multicurrency Facility Lender (and each existing Multicurrency Facility Lender will have the right to provide a portion of any Multicurrency Facility Commitment Increase, in each case otherwise on terms permitted in this Section 2.14reasonably acceptable to the Agents); provided that (i) the Administrative Agent Agents shall have consented (not to be unreasonably withheld) to such Lender’s providing making such Incremental Term Loan Loans if such consent would be required under Section 10.06(a10.07(a) for an assignment of Loans or Commitments, as applicable, to such Lender and (ii) each provided, further that Additional Revolving Commitments and Incremental Canadian Dollar Term Loans shall not be held by any Foreign Lender without the consent of the Administrative Agent, the applicable Facility Agent (in the case of a Multicurrency Facility Commitment Increase), the applicable Swing Line Lender and the applicable L/C Issuers shall have consented (not to be unreasonably withheld) to such Lender’s providing such Commitment Increase, in each case, if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such LenderDollarama. Each applicable existing Lender shall, by notice to the U.S. applicable Borrower and the Administrative Agent Agents given not later than 10 days after the date of the Administrative Agent’s Agents’ notice delivered pursuant to the first sentence of this paragraph, either agree to make a portion of any Commitment Increase or Incremental Term LoanLoan or provide a portion of any Additional Revolving Commitments, or decline to do so (and any existing Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to do so). In the event that, on the 10th day after the Administrative Agent shall have delivered the notice pursuant to the first sentence of this paragraph, the applicable existing Lenders shall have agreed pursuant to the preceding sentence to provide any Commitment Increase or make Incremental Term LoanLoans or to provide Additional Revolving Commitments, as applicable, in an aggregate amount less than the amount requested by the U.S. applicable Borrower, any Commitment Increase or the Incremental Term Loan Loans may be provided made, and any Additional Revolving Commitments may be provided, by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld) to such Additional Lender’s providing making such Incremental Term Loan Loans if such consent would be required under Section 10.06(a10.07(a) for an assignment of Loans or Commitmentsto such Additional Lender and provided, further that Additional Revolving Commitments and Incremental Canadian Dollar Term Loans shall not be held by any Foreign Lender without the consent of Dollarama. Commitments in respect of Incremental Term Loans and Additional Revolving Commitments shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as applicableappropriate, the other Loan Documents, executed by Holdings, the applicable Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Agents. 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 Agents, to effect the provisions of this Section. The effectiveness of 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 Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Closing Date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. Subject to the minimum principal amount requirements specified above in this Section 2.14, no more than eight Incremental Facility Closing Dates may be selected by the Borrowers. No Borrower will use the proceeds of the Incremental Term Loans and Additional Revolving Commitments for any purpose prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Additional Revolving Commitments unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section, (a) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the Administrative Agentaggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayments shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurring by any Lender in accordance with Section 3.05. The Agents and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. Upon any Incremental Revolving Commitments being provided pursuant to this Section, the applicable Facility Agent participations of each Revolving Credit Lender in outstanding Letters of Credit and Swing Line Loans immediately prior to such increase will automatically be terminated and each Lender providing a portion of the Incremental Revolving Commitment (in the case of a Multicurrency Facility each an “Incremental Revolving Commitment IncreaseLender”), the applicable will automatically acquire participations hereunder in outstanding Letters of Credit and Swing Line Loans such that the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Incremental Revolving Commitment Lender and will equal the applicable L/C Issuers percentage of the aggregate Incremental Revolving Commitments of all Incremental Revolving Commitment Lenders represented by such Incremental Revolving Credit Lender’s Revolving Credit Commitment. This Section 2.14 shall have consented (not supersede any provisions in Section 2.13 or 10.01 to be 91the contrary.

Incremental Credit Extensions. The U.S. Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent, the Canadian Agent and any other applicable Facility Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional tranches of term loans (the “Incremental Term Loans”), (b) one or more increases in the amount of (x) the U.S. Dollar Facility Amended Revolving Commitments to be made available to the U.S. Borrower (each such increase, an “Amended Revolving Commitment Increase” together with any Incremental Term Loans, referred to herein as a “U.S. Dollar Facility Commitment Credit Increase”), or (y) the Multicurrency Facility Commitments to be made available to the U.S. Borrower and the Canadian Borrower (each such increase, a “Multicurrency Facility Commitment Increase”) or (ii) to add one or more tranches of term loans (each, an “Incremental Term Loan”), ; provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Commitment Increase or Incremental Term Loan is provided made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the U.S. Borrower shall be in compliance with each of the covenants set forth in Section 7.12 Consolidated Leverage Ratio, determined on a Pro pro forma Basis basis as of the last day of the most recently ended Test Period as if recent fiscal quarter for which financial statements are available (but based on Consolidated Total Debt at the Commitments, time of and after giving effect to such Commitment Credit Increase) shall not exceed 6.00 to 1.00 (or, had been fully drawn on if less, the last day maximum Consolidated Leverage Ratio permitted as of such the end of the most recently ended fiscal quarter of the U.S. Borrower for testing compliance therewithpursuant to Section 7.1(a)). Each Incremental Term Loan shall be in an aggregate principal amount not less than $25,000,000 and each Commitment Credit Increase shall be in an aggregate principal amount that is not less than $10,000,00025,000,000 (provided that such amount may be less than $25,000,000 on no more than two occasions if such amount is not less than $10,000,000 on each such occasion, and such amount may be a lesser amount 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 Commitment Credit Increases and Incremental Term Loans shall not exceed $75,000,000. Each U.S. Dollar Facility Commitment Increase shall be on the same terms and conditions as the U.S. Dollar Facility Commitments in effect immediately prior to such U.S. Dollar Facility Commitment Increase. Each Multicurrency Facility Commitment Increase shall be on the same terms and conditions as the Multicurrency Facility Commitments in effect immediately prior to such Multicurrency Facility Commitment Increase125,000,000. The terms of any Incremental Term Loans (A) shall be as set forth rank pari passu in an Incremental Amendment; provided that right of payment and of security with the other Facilities, (iB) the final maturity date of any Incremental Term Loans shall be no not mature earlier than the U.S. Dollar Facility Tranche B-1 Maturity Date, Date and shall have a weighted average life to maturity (ii) the all-in-yield (whether in the form of interest rate margins, original issue discount, upfront fees or any interest rate floor) for the Incremental Term Loans shall pursuant to such amortization schedules as may be determined by the U.S. Borrower and the lenders providing such Incremental thereof) that is no shorter than the then-remaining weighted average life to maturity of the Tranche B-1 Term Loans (as the aggregate amount thereof may have been reduced and any prepayment premiums as the scheduled amortization thereof may have been modified as of such date), (C) except as set forth above or in the applicable to any Incremental Amendment, shall be treated substantially the same as the Tranche B-1 Term Loans (in each case, including with respect to mandatory and voluntary prepayments), and (D) will be accrue interest at rates determined by the U.S. Borrower and the lenders providing such Incremental Term Loans, (iii) any Incremental Term Loans will rank pari passu in right of payment and which rates may be secured on a pari passu basis with higher or lower than the obligations in respect of the Aggregate U.S. Dollar Facility Commitments, (iv) subject to clause (i), the amortization schedule rates applicable to any Incremental the Tranche B-1 Term Loans shall be determined by Loans, provided that if the U.S. Borrower and the lenders thereunder, (v) the mandatory prepayments applicable to any Incremental Term Loans will be determined by the U.S. Borrower and the lenders providing initial yield on such Incremental Term Loans and (vias determined by the Administrative Agent to be equal to the sum of (1) any the initial margin above the Eurodollar Rate on such Incremental Term Loans rate and (2) if such Incremental Term Loans are initially made at a discount or all the Lenders making the same receive a fee (other than any customary arrangement, underwriting, structuring, syndication or similar fee but not any upfront fee paid to Lenders in their capacities as lenders) directly or indirectly from Holdings, the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Incremental Term Loans, being referred to herein as “Incremental OID”), the amount of such Incremental OID divided by the average life to maturity of such Incremental Term Loans) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”) the sum of (x) the Applicable Margin then in effect for Tranche B-1 Term Loans that are Eurodollar Loans and (y) if all Tranche B-1 Term Lenders received upfront or similar fees directly or indirectly from Holdings, the Borrower or any Subsidiary for making the Tranche B-1 Term Loans (the amount of such fees, expressed as a percentage of the sum of the original aggregate amount of the Tranche B-1 Term Loans, being referred to herein as “Initial OID”), the amount of such Initial OID divided by the average life to maturity of the Tranche B-1 Term Loans as of the Closing Date, then the Applicable Margin then in effect for Tranche B-1 Term Loans shall otherwise automatically be on terms and pursuant to documentation reasonably satisfactory to increased by the Administrative AgentYield Differential, effective upon the making of the Incremental Term Loans. Each notice from the U.S. Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Commitment Increase or Incremental Term LoansCredit Increases. (x) Incremental Term Loans may be provided made, and Amended Revolving Commitment Increases may be provided, by any existing Lender or any Additional Lender reasonably acceptable to the Administrative Agent, (y) U.S. Dollar Facility Commitment Increases may be provided by any existing U.S. Dollar Facility Lender (and each existing U.S. Dollar Facility Lender will have the right to provide a portion of any U.S. Dollar Facility Commitment Increase, in each case on terms permitted in this Section 2.14) and (z) Multicurrency Facility Commitment Increases may be provided by any existing Multicurrency Facility Lender (and each existing Multicurrency Facility Lender will have the right to provide a portion of any Multicurrency Facility Commitment Increase, in each case on terms permitted in this Section 2.14); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s providing such Incremental Term Loan if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender and (ii) each of the Administrative Agent, the applicable Facility Agent (in the case of a Multicurrency Facility Commitment Increase), the applicable Swing Line Lender and the applicable L/C Issuers shall have consented (not to be unreasonably withheld) to such Lender’s providing such Commitment Increase, in each case, if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender. Each applicable existing Lender shall, by notice to the U.S. Borrower and the Administrative Agent given not later than 10 days after the date of the Administrative Agent’s notice delivered pursuant to the first sentence of this paragraph, either agree to make a portion of any Commitment Increase or Incremental Term Loan, or decline to do so (and any existing Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to do so). In the event that, on the 10th day after the Administrative Agent shall have delivered the notice pursuant to the first sentence of this paragraph, the applicable existing Lenders shall have agreed pursuant to the preceding sentence to provide any Commitment Increase or Incremental Term Loan, as applicable, in an aggregate amount less than the amount requested by the U.S. Borrower, any Commitment Increase or Incremental Term Loan may be provided by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that (i) the Administrative Agent and, in the case of an Amended Revolving Commitment Increase, each Issuing Lender shall have consented (not to be unreasonably withheld) to such Additional Lender’s providing making such Incremental Term Loan Loans or providing such Amended Revolving Commitment Increases, if such consent would be required under Section 10.06(a) 10.6 for an assignment of Tranche B-1 Term Loans or Amended Revolving Commitments, as applicable, to such Lender and Additional Lender. Commitments in respect of Credit Increases shall become Commitments (ii) each of the Administrative Agent, the applicable Facility Agent (or in the case of an Amended Revolving Commitment Increase to be provided by an existing Amended Revolving Lender, an increase in such Lender’s applicable Amended Revolving Commitment) 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. An 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. The effectiveness of 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 the Incremental Amendment. No Lender shall be obligated to provide any Credit Increases, unless it so agrees. Upon each increase in the Amended Revolving Commitments pursuant to this Section, the participations held by the Amended Revolving Lenders in the Amended Revolving L/C Exposure and Amended Swingline Loans immediately prior to such increase will be reallocated so as to be held by the Revolving Lenders ratably in accordance with their respective Amended Revolving Percentages after giving effect to such Amended Revolving Commitment Increase. If, on the date of an Amended Revolving Commitment Increase, there are any Amended Revolving Loans outstanding, the Borrower shall prepay such Amended Revolving Loans in accordance with this Agreement on the date of effectiveness of such Amended Revolving Commitment Increase (but the Borrower may finance such prepayment with a Multicurrency Facility concurrent borrowing of Amended Revolving Loans from the Amended Revolving Lenders in accordance with Section 2.4 and their Amended Revolving Percentages after giving effect to such Amended Revolving Commitment Increase), . The Borrower may use the applicable Swing Line Lender and the applicable L/C Issuers shall have consented (proceeds of each Credit Increase for any purpose not to be 91prohibited by this Agreement unless otherwise agreed in connection with such Credit Increase.

Incremental Credit Extensions. (a) The U.S. Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent, the Canadian Agent and any other applicable Facility Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more additional tranches of term loans (the “Incremental Term Loans”) or (ii) one or more increases in the amount of (x) the U.S. Dollar Facility Revolving Credit Commitments to be made available to the U.S. Borrower (each such increase, a “U.S. Dollar Facility Revolving Commitment Increase”), or (y) the Multicurrency Facility Commitments to be made available to the U.S. Borrower and the Canadian Borrower (each such increase, a “Multicurrency Facility Commitment Increase”) or (ii) to add one or more tranches of term loans (each, an “Incremental Term Loan”), provided that (A) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Commitment Increase or Incremental Term Loan is provided made (and after giving effect thereto) no Default or Event of Default shall exist and (B) the U.S. Borrower shall be in compliance with each of the covenants set forth in Section 7.12 7.11 determined on a Pro forma Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended recent Test Period Period, as if the Commitmentssuch Incremental Term Loans or Revolving Commitment Increases, after giving effect to such Commitment Increaseas applicable, had been fully drawn outstanding on the last day of such fiscal quarter of the U.S. Borrower for testing compliance therewith. Each tranche of Incremental Term Loan shall be in an aggregate principal amount not less than $25,000,000 Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,00025,000,000 (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 Commitment Increases and Incremental Term Loans shall not exceed $75,000,000. Each U.S. Dollar Facility Commitment Increase shall be on the same terms and conditions as the U.S. Dollar Facility Commitments in effect immediately prior to such U.S. Dollar Facility Commitment Increase. Each Multicurrency Facility Commitment Increase shall be on the same terms and conditions as the Multicurrency Facility Commitments in effect immediately prior to such Multicurrency Facility Commitment Increase. The terms of any Incremental Term Loans shall be as set forth in an Incremental Amendment; provided that (i) the final maturity date of any Incremental Term Loans shall be no earlier than the U.S. Dollar Facility Maturity Date, (ii) the all-in-yield (whether in the form of interest rate margins, original issue discount, upfront fees or any interest rate floor) for the Incremental Term Loans shall be determined by the U.S. Borrower and the lenders providing such Incremental Term Loans and any prepayment premiums applicable to any Incremental Term Loans will be determined by the U.S. Borrower and Revolving Commitment Increases shall not exceed the lenders providing such Incremental Term Loans, sum of (iiix) any Incremental Term Loans will rank pari passu in right $500,000,000 plus (y) the aggregate amount of payment and be secured on a pari passu basis with the obligations principal payments made in respect of the Aggregate U.S. Dollar Facility Commitments, (iv) subject to clause (i), the amortization schedule applicable to any Incremental Term Loans shall be determined by the U.S. Borrower and the lenders thereunder, (v) the mandatory prepayments applicable to any Incremental Term Loans will be determined by the U.S. Borrower and the lenders providing as of such Incremental Term Loans and (vi) any Incremental Term Loans shall otherwise be on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent. Each notice from the U.S. Borrower pursuant to this Section 2.14 shall set forth the requested amount of the relevant Commitment Increase or Incremental Term Loans. (x) Incremental Term Loans may be provided by any existing Lender or any Additional Lender reasonably acceptable to the Administrative Agent, (y) U.S. Dollar Facility Commitment Increases may be provided by any existing U.S. Dollar Facility Lender (and each existing U.S. Dollar Facility Lender will have the right to provide a portion of any U.S. Dollar Facility Commitment Increase, in each case on terms permitted in this Section 2.14) and (z) Multicurrency Facility Commitment Increases may be provided by any existing Multicurrency Facility Lender (and each existing Multicurrency Facility Lender will have the right to provide a portion of any Multicurrency Facility Commitment Increase, in each case on terms permitted in this Section 2.14); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s providing such Incremental Term Loan if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender and (ii) each of the Administrative Agent, the applicable Facility Agent (in the case of a Multicurrency Facility Commitment Increase), the applicable Swing Line Lender and the applicable L/C Issuers shall have consented (not to be unreasonably withheld) to such Lender’s providing such Commitment Increase, in each case, if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender. Each applicable existing Lender shall, by notice to the U.S. Borrower and the Administrative Agent given not later than 10 days after the date of the Administrative Agent’s notice delivered pursuant to the first sentence of this paragraph, either agree to make a portion of any Commitment Increase or Incremental Term Loan, or decline to do so (and any existing Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to do so). In the event that, on the 10th day after the Administrative Agent shall have delivered the notice pursuant to the first sentence of this paragraph, the applicable existing Lenders shall have agreed pursuant to the preceding sentence to provide any Commitment Increase or Incremental Term Loan, as applicable, in an aggregate amount less than the amount requested by the U.S. Borrower, any Commitment Increase or Incremental Term Loan may be provided by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld) to such Additional Lender’s providing such Incremental Term Loan if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender and (ii) each of the Administrative Agent, the applicable Facility Agent (in the case of a Multicurrency Facility Commitment Increase), the applicable Swing Line Lender and the applicable L/C Issuers shall have consented (not to be 91Closing Date.

Incremental Credit Extensions. The U.S. Borrower Company may at any time or from time to time after the Closing Date, by notice to the Administrative Agent, the Canadian Agent and any other applicable Facility Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional tranches of Dollar denominated term loans (the “Incremental Term Loans”) or (b) one or more increases in the amount of (x) the U.S. Revolving Credit Commitments relating to Dollar Facility Commitments denominated loans to be made available to the U.S. Borrower Company (each such increase, a “U.S. Dollar Facility Revolving Commitment Increase”), or (y) the Multicurrency Facility Commitments to be made available to the U.S. Borrower and the Canadian Borrower (each such increase, a “Multicurrency Facility Commitment Increase”) or (ii) to add one or more tranches of term loans (each, an “Incremental Term Loan”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Commitment Increase or Incremental Term Loan is provided made (and after giving effect thereto) no Default or Event of Default shall exist and the U.S. Borrower Company shall be in compliance with each of the covenants set forth in Section 7.12 7.11 determined on a Pro forma Forma Basis as of the last day of the most recently ended Test Period fiscal quarter of the Company as if the Commitments, after giving effect to such Commitment Increase, Incremental Term Loans had been fully drawn outstanding on the last day of such fiscal quarter of the U.S. Borrower Company for testing compliance therewith. Each tranche of Incremental Term Loan shall be in an aggregate principal amount not less than $25,000,000 Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,00025,000,000 (provided that (i) with respect to any tranche of Incremental Term Loans that will not be incorporated into a tranche of existing Term Loans, such amount may not be less than $50,000,000 and (ii) 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 Commitment Increases and Incremental Term Loans and the Revolving Commitment Increases shall not exceed $75,000,000. Each U.S. Dollar Facility Commitment Increase shall be on the same terms and conditions as the U.S. Dollar Facility Commitments in effect immediately prior to such U.S. Dollar Facility Commitment Increase. Each Multicurrency Facility Commitment Increase shall be on the same terms and conditions as the Multicurrency Facility Commitments in effect immediately prior to such Multicurrency Facility Commitment Increase200,000,000. The terms of any Incremental Term Loans (a) shall be as set forth in an Incremental Amendment; provided that (i) the final maturity date of any Incremental Term Loans shall be no earlier than the U.S. Dollar Facility Maturity Date, (ii) the all-in-yield (whether in the form of interest rate margins, original issue discount, upfront fees or any interest rate floor) for the Incremental Term Loans shall be determined by the U.S. Borrower and the lenders providing such Incremental Term Loans and any prepayment premiums applicable to any Incremental Term Loans will be determined by the U.S. Borrower and the lenders providing such Incremental Term Loans, (iii) any Incremental Term Loans will rank pari passu in right of payment and be secured on a pari passu basis of security with the obligations in respect of Revolving Credit Loans and the Aggregate U.S. Dollar Facility CommitmentsTerm Loans, (ivb) subject shall not mature earlier than the Maturity Date with respect to clause the Term Loan Facility (but may have nominal amortization prior to such date) and (c) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that (i), ) the amortization schedule terms and conditions applicable to any Incremental Term Loans shall be determined by maturing after the U.S. Borrower Maturity Date with respect to the Term Loan Facility may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date with respect to the Term Loan Facility and the lenders thereunder, (vii) the mandatory prepayments applicable to any Incremental Term Loans will may be determined by priced differently than the U.S. Borrower and the lenders providing such Incremental Term Loans and (vi) any Incremental Term Loans shall otherwise be on terms and pursuant to documentation reasonably satisfactory to the Administrative AgentLoans. Each notice from the U.S. Borrower Company pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Commitment Increase or Incremental Term LoansLoans or Revolving Commitment Increases. (x) Incremental Term Loans may be provided by any existing Lender or any Additional Lender reasonably acceptable to the Administrative Agentmade, (y) U.S. Dollar Facility and Revolving Commitment Increases may be provided provided, by any existing U.S. Dollar Facility Lender (and each existing U.S. Dollar Facility Term Lender will have the right to make a portion of any Incremental Term Loan, and each existing Revolving Credit Lender will have the right to provide a portion of any U.S. Dollar Facility Revolving Commitment Increase, in each case on terms permitted in this Section 2.14) 2.14 and (z) Multicurrency Facility Commitment Increases may be provided by any existing Multicurrency Facility Lender (and each existing Multicurrency Facility Lender will have the right to provide a portion of any Multicurrency Facility Commitment Increase, in each case otherwise on terms permitted in this Section 2.14reasonably acceptable to the Administrative Agent); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s providing making such Incremental Term Loan Loans or providing such Revolving Commitment Increase if such consent would be required under Section 10.06(a10.07(a) for an assignment of Loans or Commitments, as applicable, to such Lender and (ii) each of the Administrative Agent, the applicable Facility Agent (in the case of a Multicurrency Facility Commitment Increase), the applicable Swing Line Lender and the applicable L/C Issuers shall have consented (not to be unreasonably withheld) to such Lender’s providing such Commitment Increase, in each case, if such consent would be required under Section 10.06(a) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender. Each applicable existing Lender shall, by notice to the U.S. Borrower Company and the Administrative Agent given not later than 10 days after the date of the Administrative Agent’s notice delivered pursuant to the first sentence of this paragraph, either agree to make a portion of any Commitment Increase or Incremental Term LoanLoan or provide a portion of any Revolving Commitment Increase, or decline to do so (and any existing Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to do so). In the event that, on the 10th day after the Administrative Agent shall have delivered the notice pursuant to the first sentence of this paragraph, the applicable existing Lenders shall have agreed pursuant to the preceding sentence to make Incremental Term Loans or to provide any Revolving Commitment Increase or Incremental Term LoanIncrease, as applicable, in an aggregate amount less than the amount requested by the U.S. BorrowerCompany, the Incremental Term Loans may be made, and any Revolving Commitment Increase or Incremental Term Loan may be provided provided, by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld) to such Additional Lender’s providing making such Incremental Term Loan Loans or providing such Revolving Commitment Increase if such consent would be required under Section 10.06(a10.07(a) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Company, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and (ii) each 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, to effect the applicable provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Agent Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Closing Date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. Subject to the minimum principal amount requirements specified above in this Section 2.14, no more than eight Incremental Facility Closing Dates may be selected by the Company. The Company will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the case Revolving Credit Commitments pursuant to this Section, (a) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a Multicurrency Facility “Revolving Commitment IncreaseIncrease Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the applicable Swing Line Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the applicable L/C Issuers Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall have consented (not apply to be 91the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. The U.S. Borrower Borrowers may at any time or from time to time after the Closing Date, by notice to the Administrative Agent, the Canadian Agent and any other applicable Facility Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request request, in the case of Dollarama (ia) one or more additional tranches of U.S. Dollar denominated term loans (the “Incremental U.S. Dollar Term Loans”), (b) one or more additional tranches of Canadian Dollar denominated term loans (the “Incremental Canadian Dollar Term Loans”, and together with any Incremental U.S. Dollar Term Loans, the “Incremental Term Loans”) or in the case of any Borrower, (c) one or more increases in the amount of (x) the U.S. Revolving Credit Commitments relating to Canadian Dollar Facility Commitments denominated loans to be made available to the U.S. Borrower (each such increase, a the “U.S. Dollar Facility Revolving Commitment Increase”), or (y) the Multicurrency Facility Commitments to be made available to the U.S. Borrower and the Canadian Borrower (each such increase, a “Multicurrency Facility Commitment Increase”) or (ii) to add one or more tranches of term loans (each, an “Incremental Term Loan”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Commitment Increase or Incremental Term Loan is provided made (and after giving effect thereto) no Default or Event of Default shall exist and the U.S. applicable Borrower shall be in compliance with each of the covenants set forth in Section 7.12 7.11 determined on a Pro forma Forma Basis as of the last day of the most recently ended Test Period fiscal quarter of such Borrower as if the Commitments, after giving effect to such Commitment Increase, Incremental Term Loans had been fully drawn outstanding on the last day of such fiscal quarter of the U.S. such Borrower for testing compliance therewith. Each tranche of Incremental Term Loan shall be in an aggregate principal amount not less than $25,000,000 Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000CA$25,000,000 (or the U.S. Dollar equivalent thereof as determined by the Agents) (provided that (i) with respect to any tranche of Incremental Term Loans that will not be incorporated into a tranche of existing Term Loans, such amount may not be less than CA$50,000,000 (or the U.S. Dollar equivalent thereof as determined by the Agents) and (ii) such amount may be less than CA$25,000,000 (or the U.S. Dollar equivalent thereof as determined by the Agents) 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 Commitment Increases and Incremental Term Loans shall not exceed $75,000,000. Each U.S. Dollar Facility Commitment Increase shall be on the same terms and conditions as the U.S. Dollar Facility Commitments in effect immediately prior to such U.S. Dollar Facility Commitment Increase. Each Multicurrency Facility Commitment Increase shall be on the same terms and conditions as the Multicurrency Facility Commitments in effect immediately prior to such Multicurrency Facility Commitment Increase. The terms of any Incremental Term Loans shall be as set forth in an Incremental Amendment; provided that (i) the final maturity date of any Incremental Term Loans shall be no earlier than the U.S. Dollar Facility Maturity Date, (ii) the all-in-yield (whether in the form of interest rate margins, original issue discount, upfront fees or any interest rate floor) for the Incremental Term Loans shall be determined by the U.S. Borrower and the lenders providing such Incremental Term Loans and any prepayment premiums applicable to any Revolving Commitment Increases shall not together exceed CA$150,000,000 (or the U.S. Dollar equivalent thereof as determined by the Agents). The Incremental Term Loans will be determined by the U.S. Borrower and the lenders providing such Incremental Term Loans, (iiia) any Incremental Term Loans will shall rank pari passu in right of payment and be secured on a pari passu basis of security with the obligations Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to, in the case of any Incremental Canadian Dollar Term Loans, the Term A Facility and with respect to any Incremental U.S. Dollar Term Loans, the Term B Facility (but may have nominal amortization prior to such date), (c) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the Term A Loans or Term B Loans, as applicable (in each case, including with respect to mandatory and voluntary prepayments, covenants, guarantees and collateral), provided that (i) the terms and conditions applicable to Incremental Term Loans maturing after the Maturity Date with respect to the Term A Facility or Term B Facility, as applicable, may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date with respect to the Term A Facility or Term B Facility, as applicable, (ii) the Incremental Term Loans may be priced differently than the Term Loans, and (iii) the terms of the Aggregate U.S. Dollar Facility CommitmentsIncremental Term Loans and Revolving Commitment Increases (including with respect to maturity, (ivamortization and mandatory prepayments) subject shall be structured to clause avoid any Canadian withholding tax on interest payments thereon; provided further that (i)) if the Applicable Rate (which, the amortization schedule applicable for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to any Incremental Term Loans exceeds the Applicable Rate (which, for such purposes only, shall be determined by deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the U.S. Borrower and Term Loans) relating to the lenders thereunder, (v) the mandatory prepayments applicable to any Incremental Term Loans will immediately prior to the effectiveness of the applicable Incremental Amendment by more than 0.50%, the Applicable Rate relating to the Term Loans shall be determined by adjusted to be equal to the U.S. Borrower and the lenders Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans and (viLoans) any relating to such Incremental Term Loans shall otherwise be on terms and pursuant to documentation reasonably satisfactory to the Administrative Agentminus 0.50%. Each notice from the U.S. Borrower Dollarama pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Commitment Increase or Incremental Term Loans. (x) Incremental Term Loans and Revolving Credit Increases may be provided made by any existing Lender or any Additional Lender reasonably acceptable to the Administrative Agent, (y) U.S. Dollar Facility Commitment Increases may be provided by any existing U.S. Dollar Facility Lender (and each existing U.S. Dollar Facility Term Lender will have the right to provide make a portion of any U.S. Dollar Facility Commitment Increase, in each case Incremental Term Loan on terms permitted in this Section 2.14) 2.14 and (z) Multicurrency Facility Commitment Increases may be provided by any existing Multicurrency Facility Lender (and each existing Multicurrency Facility Lender will have the right to provide a portion of any Multicurrency Facility Commitment Increase, in each case otherwise on terms permitted in this Section 2.14reasonably acceptable to the Agents); provided that (i) the Administrative Agent Agents shall have consented (not to be unreasonably withheld) to such Lender’s providing making such Incremental Term Loan Loans if such consent would be required under Section 10.06(a10.07(a) for an assignment of Loans or Commitments, as applicable, to such Lender and (ii) each provided, further that Revolving Commitment Increases and Incremental Canadian Dollar Term Loans shall not be held by any Foreign Lender without the consent of the Administrative Agent, the applicable Facility Agent (in the case of a Multicurrency Facility Commitment Increase), the applicable Swing Line Lender and the applicable L/C Issuers shall have consented (not to be unreasonably withheld) to such Lender’s providing such Commitment Increase, in each case, if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such LenderDollarama. Each applicable existing Lender shall, by notice to the U.S. applicable Borrower and the Administrative Agent Agents given not later than 10 days after the date of the Administrative Agent’s Agents’ notice delivered pursuant to the first sentence of this paragraph, either agree to make a portion of any Commitment Increase or Incremental Term LoanLoan or provide a portion of any Revolving Commitment Increase, or decline to do so (and any existing Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to do so). In the event that, on the 10th day after the Administrative Agent shall have delivered the notice pursuant to the first sentence of this paragraph, the applicable existing Lenders shall have agreed pursuant to the preceding sentence to provide any Commitment Increase or make Incremental Term LoanLoans or to provide Revolving Commitment Increase, as applicable, in an aggregate amount less than the amount requested by the U.S. applicable Borrower, the Incremental Term Loans may be made, and any Revolving Commitment Increase or Incremental Term Loan may be provided provided, by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld) to such Additional Lender’s providing making such Incremental Term Loan Loans if such consent would be required under Section 10.06(a10.07(a) for an assignment of Loans or Commitmentsto such Additional Lender and provided, further that Revolving Commitment Increases and Incremental Canadian Dollar Term Loans shall not be held by any Foreign Lender without the consent of Dollarama. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as applicableappropriate, the other Loan Documents, executed by Holdings, the applicable Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Agents. 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 Agents, to effect the provisions of this Section. The effectiveness of 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 Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Closing Date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. Subject to the minimum principal amount requirements specified above in this Section 2.14, no more than eight Incremental Facility Closing Dates may be selected by the Borrowers. No Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section, (a) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the Administrative Agentaggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the applicable Facility Agent date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in the case of a Multicurrency Facility Commitment IncreaseRevolving Credit Commitments), which prepayments shall be accompanied by accrued interest on the applicable Swing Line Revolving Credit Loans being prepaid and any costs incurring by any Lender in accordance with Section 3.05. The Agents and the applicable L/C Issuers Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall have consented (not apply to be 91the transactions effected pursuant to the immediately preceding sentence. This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Incremental Credit Extensions. (a) The U.S. Borrower may at any time or from time to time after the Closing Effective Date, by notice to the Administrative Agent, the Canadian Agent and any other applicable Facility Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more increases additional tranches or additions to Term Loans in the an aggregate principal amount of (x) the U.S. Dollar Facility Commitments to be made available such that after giving effect to the U.S. Borrower incurrence thereof, the Fixed Charge Coverage Ratio for the Borrower’s most recently ended four full Fiscal Quarters for which internal financial statements are available immediately preceding the date on which such incurrence is consummated (each but excluding the cash proceeds of such increaseincurrence) would have been at least 2.00:1.00 determined on a Pro Forma Basis, a “U.S. Dollar Facility Commitment Increase”as if the additional Indebtedness had been incurred at the beginning of such four-quarter period (such amount not to include loans which constitute Permitted Refinancing Indebtedness of the Loans hereunder), or (y) the Multicurrency Facility Commitments to be made available to the U.S. Borrower and the Canadian Borrower (each such increase, a “Multicurrency Facility Commitment Increase”) or (ii) to add one or more tranches of term loans (each, an “Incremental Term LoanLoans”), provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Commitment Increase or Incremental Term Loan is provided made (and after giving effect thereto) no Default or Event of Default shall exist exist, (ii) both at the time of any such request and upon the U.S. Borrower shall be in compliance with each effectiveness of any Incremental Amendment referred to below, all of the covenants representations and warranties of each Credit Party set forth in Section 7.12 determined on a Pro forma Basis 8 and in each other Credit Document shall be true and correct in all material respects as of such time (except to the last day of the most recently ended Test Period extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as if the Commitments, after giving effect to such Commitment Increase, had been fully drawn on the last day of such fiscal quarter of the U.S. Borrower for testing compliance therewith. Each Incremental Term Loan shall be in an aggregate principal amount not less than $25,000,000 earlier date) and each Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000. Notwithstanding anything to the contrary herein, the aggregate amount of the Commitment Increases and (iii) all Incremental Term Loans shall not exceed $75,000,000. Each U.S. Dollar Facility Commitment Increase (and all interest, fees and other amounts payable thereon) shall be on Obligations under this Agreement and the same terms other applicable Credit Documents and conditions as the U.S. Dollar Facility Commitments in effect immediately prior to such U.S. Dollar Facility Commitment Increase. Each Multicurrency Facility Commitment Increase shall be on the same terms and conditions as the Multicurrency Facility Commitments in effect immediately prior to such Multicurrency Facility Commitment Increase. The terms of any Incremental Term Loans shall be as set forth in an Incremental Amendment; provided that (i) the final maturity date of any Incremental Term Loans shall be no earlier than the U.S. Dollar Facility Maturity Date, (ii) the all-in-yield (whether in the form of interest rate margins, original issue discount, upfront fees or any interest rate floor) for the Incremental Term Loans shall be determined secured by the U.S. Borrower Security Documents, and guaranteed under the lenders providing such Incremental Term Loans and any prepayment premiums applicable to any Incremental Term Loans will be determined by the U.S. Borrower and the lenders providing such Incremental Term LoansGuaranty, (iii) any Incremental Term Loans will rank pari passu in right of payment and be secured on a pari passu basis with the obligations in respect all other Obligations of the Aggregate U.S. Dollar Facility Commitments, (iv) subject to clause (i), the amortization schedule applicable to any Incremental Term Loans shall be determined Borrower under this Agreement secured by the U.S. Borrower Security Documents and guaranteed under the lenders thereunder, (v) the mandatory prepayments applicable to any Incremental Term Loans will be determined by the U.S. Borrower and the lenders providing such Incremental Term Loans and (vi) any Incremental Term Loans shall otherwise be on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent. Each notice from the U.S. Borrower pursuant to this Section 2.14 shall set forth the requested amount of the relevant Commitment Increase or Incremental Term Loans. (x) Incremental Term Loans may be provided by any existing Lender or any Additional Lender reasonably acceptable to the Administrative Agent, (y) U.S. Dollar Facility Commitment Increases may be provided by any existing U.S. Dollar Facility Lender (and each existing U.S. Dollar Facility Lender will have the right to provide a portion of any U.S. Dollar Facility Commitment Increase, in each case on terms permitted in this Section 2.14) and (z) Multicurrency Facility Commitment Increases may be provided by any existing Multicurrency Facility Lender (and each existing Multicurrency Facility Lender will have the right to provide a portion of any Multicurrency Facility Commitment Increase, in each case on terms permitted in this Section 2.14); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s providing such Incremental Term Loan if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender and (ii) each of the Administrative Agent, the applicable Facility Agent (in the case of a Multicurrency Facility Commitment Increase), the applicable Swing Line Lender and the applicable L/C Issuers shall have consented (not to be unreasonably withheld) to such Lender’s providing such Commitment Increase, in each case, if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender. Each applicable existing Lender shall, by notice to the U.S. Borrower and the Administrative Agent given not later than 10 days after the date of the Administrative Agent’s notice delivered pursuant to the first sentence of this paragraph, either agree to make a portion of any Commitment Increase or Incremental Term Loan, or decline to do so (and any existing Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to do so). In the event that, on the 10th day after the Administrative Agent shall have delivered the notice pursuant to the first sentence of this paragraph, the applicable existing Lenders shall have agreed pursuant to the preceding sentence to provide any Commitment Increase or Incremental Term Loan, as applicable, in an aggregate amount less than the amount requested by the U.S. Borrower, any Commitment Increase or Incremental Term Loan may be provided by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld) to such Additional Lender’s providing such Incremental Term Loan if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender and (ii) each of the Administrative Agent, the applicable Facility Agent (in the case of a Multicurrency Facility Commitment Increase), the applicable Swing Line Lender and the applicable L/C Issuers shall have consented (not to be 91Guaranty.

Incremental Credit Extensions. The U.S. Borrower (a) Xxxxxxx may (and TNC or NHF may, in the case of clause (b)) at any time or from time to time after the Closing Pushdown Date, by notice to the Administrative Agent, the Canadian Agent and any other applicable Facility Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional tranches of term loans (the “Incremental Term Loans”) or (b) one or more increases in the amount of (x) the U.S. Dollar Revolving Credit Commitments of any Facility Commitments or the addition of a new Revolving Credit Facility to be made available provided to the U.S. Borrower (each such increase, a “U.S. Dollar Facility Commitment Increase”), or (y) the Multicurrency Facility Commitments to be made available to the U.S. Borrower and the Canadian Borrower (each such increaseincrease or new Revolving Credit Facility, a “Multicurrency Facility Revolving Commitment Increase”) or (ii) to add one or more tranches of term loans (each, an “Incremental Term Loan”), provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Commitment Increase or Incremental Term Loan is provided made (and after giving effect thereto) no Default or Event of Default shall exist (provided that, any such request or Incremental Amendment made in connection with a Permitted Acquisition or other Investment permitted under Section 7.02 shall require only that no Event of Default under Section 8.01(a), (f) or (g) shall exist at such time) and (ii) unless otherwise waived by the U.S. Borrower Required Class Lenders with respect to the Tranche A Revolving Credit Facility and Class A Term Loans, Xxxxxxx shall be in compliance with each of the covenants covenant set forth in Section 7.12 7.11 determined on a Pro forma Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended Test Period Period, in each case, as if the Commitmentssuch Incremental Term Loans or Revolving Commitment Increases, after giving effect to such Commitment Increaseas applicable, had been fully drawn outstanding on the last day of such fiscal quarter of the U.S. Borrower Xxxxxxx for testing compliance therewith. Each tranche of Incremental Term Loan shall be in an aggregate principal amount not less than $25,000,000 Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,00050,000,000 (provided that such amount may be less than $50,000,000 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 Commitment Increases and Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed $75,000,000. Each U.S. Dollar Facility Commitment Increase shall be at the time of issuance or incurrence, the Maximum Incremental Facilities Amount on the same terms and conditions as the U.S. Dollar Facility Commitments in effect immediately prior to such U.S. Dollar Facility Commitment Increase. Each Multicurrency Facility Commitment Increase shall be on the same terms and conditions as the Multicurrency Facility Commitments in effect immediately prior to such Multicurrency Facility Commitment Increasea Pro Forma Basis. The terms of any Incremental Term Loans (a) shall be as set forth rank pari passu or junior in an Incremental Amendmentright of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Class B-4 Term Loans; provided provided, however, that (i) the final maturity date of any Incremental Term Loans shall be no may have an earlier maturity than the U.S. Dollar Facility Maturity DateDate of the Class B-4 Term Loans, (ii) the all-in-yield (whether solely if such Incremental Term Loans are in the form of interest rate marginsadditional Class A Term Loans, original issue discount(c) except as set forth above, upfront fees shall be treated substantially the same as the Class A Term Loans, Class B-2 Euro Term Loans or any interest rate floorClass B-4 Term Loans, as applicable (in each case, including with respect to mandatory and voluntary prepayments) and (d) the Applicable Rate for the Incremental Term Loans shall be determined by the U.S. Borrower Xxxxxxx and the lenders providing applicable new Lenders; provided, however, that (i) the interest rate margins for the Incremental Term Loans (other than Class A Term Loans) shall not be greater than the highest interest rate margins that may, under any circumstances, be payable with respect to Dollar Term Loans (other than Class A Term Loans) (or Class B-2 Euro Term Loans if such Incremental Term Loans are denominated in Euros) plus 50 basis points (and any prepayment premiums the interest rate margins applicable to any Incremental the Dollar Term Loans will be determined by the U.S. Borrower and the lenders providing such Incremental (other than Class A Term Loans) or Class B-2 Euro Term Loans, as applicable, shall be increased to the extent necessary to achieve the foregoing) and (iiiii) any Incremental Term Loans will rank pari passu in right of payment and be secured on a pari passu basis with the obligations in respect solely for purposes of the Aggregate U.S. Dollar Facility Commitments, (iv) subject to foregoing clause (i), the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable generally to Lenders providing such Term Loans or such Incremental Term Loans based on an assumed four-year life to maturity), provided that (i) except as provided herein, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Administrative Agent and (ii) the amortization schedule applicable to any the Incremental Term Loans shall be determined by the U.S. Borrower Xxxxxxx and the lenders thereunderthereof. Other than with respect to interest rates and related terms with respect to Loans denominated in Canadian Dollars, (v) and other than with respect to borrowing mechanics and operational matters, the mandatory prepayments applicable terms of any new Revolving Credit Facility to be provided to the Canadian Borrower shall be identical to those of the Revolving Credit Facilities and any Incremental Term Loans will collateral securing such new facility shall be determined by shared with the U.S. Borrower and the lenders providing such Incremental Term Loans and (vi) any Incremental Term Loans shall otherwise be on terms and Secured Parties pursuant to documentation reasonably satisfactory customary arrangements and customary limitations (including with respect to the Administrative Agentadverse tax consequences). Each notice from the U.S. Borrower Xxxxxxx, TNC or NHF pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Commitment Increase or Incremental Term LoansLoans or Revolving Commitment Increases. (x) Incremental Term Loans may be provided made, and Revolving Commitment Increases may be provided, by any existing Lender or any Additional Lender reasonably acceptable to the Administrative Agent, (y) U.S. Dollar Facility Commitment Increases may be provided by any existing U.S. Dollar Facility Lender (and each existing U.S. Dollar Facility Lender will have the right to provide a portion of any U.S. Dollar Facility Commitment Increase, in each case on terms permitted in this Section 2.14) and (z) Multicurrency Facility Commitment Increases may be provided by any existing Multicurrency Facility Lender (and each existing Multicurrency Facility Lender will have the right to provide a portion of any Multicurrency Facility Commitment Increase, in each case on terms permitted in this Section 2.14); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s providing such Incremental Term Loan if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender and (ii) each of the Administrative Agent, the applicable Facility Agent (in the case of a Multicurrency Facility Commitment Increase), the applicable Swing Line Lender and the applicable L/C Issuers shall have consented (not to be unreasonably withheld) to such Lender’s providing such Commitment Increase, in each case, if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender. Each applicable existing Lender shall, by notice to the U.S. Borrower and the Administrative Agent given not later than 10 days after the date of the Administrative Agent’s notice delivered pursuant to the first sentence of this paragraph, either agree to make a portion of any Commitment Increase or Incremental Term Loan, or decline to do so (and any existing Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to do so). In the event that, on the 10th day after the Administrative Agent shall have delivered the notice pursuant to the first sentence of this paragraph, the applicable existing Lenders shall have agreed pursuant to the preceding sentence to provide any Commitment Increase or Incremental Term Loan, as applicable, in an aggregate amount less than the amount requested by the U.S. Borrower, any Commitment Increase or Incremental Term Loan may be provided by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing making such Incremental Term Loan Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.06(a10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (iior in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender (other than a Revolving Commitment Increase to be provided to the Canadian Borrower), an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Xxxxxxx (and, in the case of a Revolving Commitment Increase, any other relevant Borrowers or the Canadian Borrower, as applicable), 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 Borrowers, Agents or 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 applicable Borrowers (or the Canadian Borrower, as applicable), to effect the provisions of this Section 2.14. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the Administrative Agentconditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrowers (or the Canadian Borrower, as applicable) will use the applicable Facility Agent proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Tranche A Revolving Credit Facility, each Tranche A Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of a Multicurrency an increase to the Tranche A Revolving Credit Facility Commitment Increaseonly), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Tranche A Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Tranche A Revolving Credit Commitments of all Tranche A Revolving Credit Lenders represented by such Revolving Credit Lender’s Tranche A Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Swing Line Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans under the applicable Facility made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the applicable L/C Issuers Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall have consented (not apply to be 91the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The U.S. Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent, the Canadian Agent and any other applicable Facility Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional tranches of term loans to be borrowed by the U.S. Borrower (the “Incremental Term Loans”) or (b) one or more increases in the amount of (x) the U.S. Dollar Facility Revolving Credit Commitments to be made available to the U.S. Borrower (each such increase, a “U.S. Dollar Facility Revolving Commitment Increase”), or (y) the Multicurrency Facility Commitments to be made available to the U.S. Borrower and the Canadian Borrower (each such increase, a “Multicurrency Facility Commitment Increase”) or (ii) to add one or more tranches of term loans (each, an “Incremental Term Loan”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and the U.S. Borrower shall be in Pro Forma Compliance with the Financial Covenant and at the time that any such Commitment Increase or Incremental Term Loan is provided made (and after giving effect thereto) no Default or Event of Default shall exist and the U.S. Borrower shall be in compliance Pro Forma Compliance with each of the covenants set forth in Section 7.12 determined on a Pro forma Basis as of the last day of the most recently ended Test Period as if the Commitments, after giving effect to such Commitment Increase, had been fully drawn on the last day of such fiscal quarter of the U.S. Borrower for testing compliance therewithFinancial Covenant. Each tranche of Incremental Term Loan shall be in an aggregate principal amount not less than $25,000,000 Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,00025,000,000 (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 Commitment Increases and Incremental Term Loans and Revolving Commitment Increases made pursuant to this Section 2.14, shall not exceed $75,000,000250,000,000. Each tranche of Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the U.S. Dollar Facility Commitment Increase Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans, (c) except as set forth below with respect to amortization, shall be on treated substantially the same terms and conditions as the U.S. Dollar Facility Commitments Term Loans (in each case, including with respect to mandatory and voluntary prepayments) and (d) shall have a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then in effect immediately prior to such for the U.S. Dollar Facility Commitment Increase. Each Multicurrency Facility Commitment Increase shall be on the same terms and conditions as the Multicurrency Facility Commitments in effect immediately prior to such Multicurrency Facility Commitment Increase. The terms of any Incremental Term Loans shall be as set forth in an Incremental Amendment; Loans, provided that (i) except as provided in preceding clauses (a), (b), (c) and (d), the final maturity date of any terms and conditions applicable to Incremental Term Loans shall may be no earlier than materially different from those of the U.S. Dollar Facility Maturity Date, Term Loans to the extent such differences are reasonably acceptable to the Arrangers and (ii) the all-in-yield (whether in the form of interest rate margins, original issue discount, upfront fees or any interest rate floor) for rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the U.S. Borrower and the lenders providing in respect of the Incremental Term Loans; provided, further, however, that if the effective “interest rate margin” for such Incremental Term Loans as of the Incremental Facility Closing Date therefor (which “interest rate margin”, for such purposes only, shall be determined by the Administrative Agent and deemed to include all upfront or similar fees and/or original issue discount (amortized over the shorter of (x) the life of such Incremental Term Loans and any prepayment premiums applicable to any (y) the four years following the date of incurrence of such Incremental Term Loans will be determined by the U.S. Borrower and the lenders Loans) payable to all Lenders providing such Incremental Term Loans, (iii) but exclusive of any Incremental Term Loans will rank pari passu arrangement, structuring or other fees payable in right of payment and be secured on a pari passu basis connection therewith that are not shared with the obligations in respect of the Aggregate U.S. Dollar Facility Commitments, (iv) subject to clause (i), the amortization schedule applicable to any Incremental Term Loans shall be determined by the U.S. Borrower and the lenders thereunder, (v) the mandatory prepayments applicable to any Incremental Term Loans will be determined by the U.S. Borrower and the lenders all Lenders providing such Incremental Term Loans) exceeds the effective “interest rate margin” then applicable to the then outstanding Term Loans and of any Tranche (vias such “interest rate margin” shall have been determined by the Administrative Agent on the same basis as provided in the immediately preceding parenthetical) any by more than 0.50% per annum, then the Applicable Rate for the then outstanding Term Loans of each such Tranche shall be increased to the Applicable Increased Term Loan Rate for the Incremental Term Loans shall otherwise be on terms and effective as of the relevant Incremental Facility Closing Date. Each Credit Extension pursuant to documentation reasonably satisfactory a Revolving Commitment Increase shall have the same terms as are applicable to Credit Extensions pursuant to the Administrative AgentRevolving Credit Facility (prior to giving effect to such Revolving Commitment Increase). Each notice from the U.S. Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Commitment Increase or Incremental Term LoansLoans or Revolving Commitment Increases. (x) Incremental Term Loans may be provided by any existing Lender or any Additional Lender reasonably acceptable to the Administrative Agentmade, (y) U.S. Dollar Facility and Revolving Commitment Increases may be provided provided, by any existing U.S. Dollar Facility Lender (and each existing U.S. Dollar Facility Term Lender will have the right right, but not an obligation, to make a portion of any Incremental Term Loan, and each existing Revolving Credit Lender will have the right, but not an obligation, to provide a portion of any U.S. Dollar Facility Revolving Commitment Increase, in each case on terms permitted in this Section 2.14) 2.14 and (z) Multicurrency Facility Commitment Increases may be provided by any existing Multicurrency Facility Lender (and each existing Multicurrency Facility Lender will have the right to provide a portion of any Multicurrency Facility Commitment Increase, in each case otherwise on terms permitted in this Section 2.14); provided that (i) the Administrative Agent shall have consented (not reasonably acceptable to be unreasonably withheld) to such Lender’s providing such Incremental Term Loan if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender and (ii) each of the Administrative Agent, the applicable Facility Agent (in the case of a Multicurrency Facility Commitment Increase), the applicable Swing Line Lender and the applicable L/C Issuers shall have consented (not to be unreasonably withheld) to such Lender’s providing such Commitment Increase, in each case, if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender. Each applicable existing Lender shall, by notice to the U.S. Borrower and the Administrative Agent given not later than 10 days after the date of the Administrative Agent’s notice delivered pursuant to the first sentence of this paragraph, either agree to make a portion of any Commitment Increase or Incremental Term Loan, or decline to do so (and any existing Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to do so). In the event that, on the 10th day after the Administrative Agent shall have delivered the notice pursuant to the first sentence of this paragraph, the applicable existing Lenders shall have agreed pursuant to the preceding sentence to provide any Commitment Increase or Incremental Term Loan, as applicable, in an aggregate amount less than the amount requested by the U.S. Borrower, any Commitment Increase or Incremental Term Loan may be provided by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that (i) the Administrative Agent and the U.S. Borrower shall have each consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing making such Incremental Term Loan if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to providing such Lender Revolving Commitment Increases. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (ii) each of the Administrative Agent, the applicable Facility Agent (or in the case of a Multicurrency Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the U.S. 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 U.S. Borrower, to effect the provisions of this Section. The effectiveness of 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 Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to each of the effective date of such Incremental Amendment and the date extensions of credit are made hereunder as contemplated thereby) and such other conditions as the parties thereto shall agree. The U.S. Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment IncreaseIncreases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section, (A) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (B) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the applicable Swing Line Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the applicable L/C Issuers Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall have consented (not apply to be 91the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The U.S. Borrower Company may at any time or from time to time after the Closing Date, by notice to the Administrative Agent, the Canadian Agent and any other applicable Facility Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ia) one or more additional tranches of term loans (the “Incremental Term Loans”) or (b) one or more increases in the amount of (x) the U.S. Dollar Facility Revolving Credit Commitments to be made available to the U.S. Borrower (each such increase, a “U.S. Dollar Facility Revolving Commitment Increase”), or (y) the Multicurrency Facility Commitments to be made available to the U.S. Borrower and the Canadian Borrower (each such increase, a “Multicurrency Facility Commitment Increase”) or (ii) to add one or more tranches of term loans (each, an “Incremental Term Loan”), provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Commitment Increase or Incremental Term Loan is provided made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the U.S. Borrower Company shall be in compliance with each of the covenants set forth in Section 7.12 7.11 determined on a Pro forma Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended recent Test Period Period, in each case, as if the Commitmentssuch Incremental Term Loans or Revolving Commitment Increases, after giving effect to such Commitment Increaseas applicable, had been fully drawn outstanding on the last day of such fiscal quarter of the U.S. Borrower Company for testing compliance therewith. Each tranche of Incremental Term Loan shall be in an aggregate principal amount not less than $25,000,000 Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,00050,000,000 (provided that such amount may be less than $50,000,000 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 Commitment Increases and Incremental Term Loans and the Revolving Commitment Increases shall not exceed the sum of $750,000,000 and the Receivables Facility Shortfall Amount, as reduced from time to time; provided that the aggregate amount of the Revolving Commitment Increases shall not exceed $75,000,000. Each U.S. Dollar Facility Commitment Increase shall be on the same terms and conditions as the U.S. Dollar Facility Commitments in effect immediately prior to such U.S. Dollar Facility Commitment Increase. Each Multicurrency Facility Commitment Increase shall be on the same terms and conditions as the Multicurrency Facility Commitments in effect immediately prior to such Multicurrency Facility Commitment Increase750,000,000. The terms of any Incremental Term Loans (a) shall be rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) except as set forth above, shall be treated substantially the same as the Term Loans (in an Incremental Amendment; each case, including with respect to mandatory and voluntary prepayments), provided that (i) the final maturity date of any terms and conditions applicable to Incremental Term Loans shall may be no earlier than materially different from those of the U.S. Dollar Facility Maturity Date, Term Loans to the extent such differences are reasonably acceptable to the Arrangers and (ii) the all-in-yield (whether in the form of interest rate margins, original issue discount, upfront fees or any interest rate floor) for rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the U.S. Borrower Company and the lenders providing such Incremental Term Loans and any prepayment premiums applicable to any Incremental Term Loans will be determined by the U.S. Borrower and the lenders providing such Incremental Term Loans, (iii) any Incremental Term Loans will rank pari passu in right of payment and be secured on a pari passu basis with the obligations in respect of the Aggregate U.S. Dollar Facility Commitments, (iv) subject to clause (i), the amortization schedule applicable to any Incremental Term Loans shall be determined by the U.S. Borrower and the lenders thereunder, (v) the mandatory prepayments applicable to any Incremental Term Loans will be determined by the U.S. Borrower and the lenders providing such Incremental Term Loans and (vi) any Incremental Term Loans shall otherwise be on terms and pursuant to documentation reasonably satisfactory to the Administrative Agentthereof. Each notice from the U.S. Borrower Company pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Commitment Increase or Incremental Term LoansLoans or Revolving Commitment Increases. (x) Incremental Term Loans may be provided by any existing Lender or any Additional Lender reasonably acceptable to the Administrative Agentmade, (y) U.S. Dollar Facility and Revolving Commitment Increases may be provided provided, by any existing U.S. Dollar Facility Lender (and each existing U.S. Dollar Facility Term Lender will have the right, but not an obligation, to make a portion of any Incremental Term Loan, and each existing Revolving Credit Lender will have the right to provide a portion of any U.S. Dollar Facility Revolving Commitment Increase, in each case on terms permitted in this Section 2.14) 2.15 and (z) Multicurrency Facility Commitment Increases may be provided by any existing Multicurrency Facility Lender (and each existing Multicurrency Facility Lender will have the right to provide a portion of any Multicurrency Facility Commitment Increase, in each case otherwise on terms permitted in this Section 2.14); provided that (i) the Administrative Agent shall have consented (not reasonably acceptable to be unreasonably withheld) to such Lender’s providing such Incremental Term Loan if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender and (ii) each of the Administrative Agent, the applicable Facility Agent (in the case of a Multicurrency Facility Commitment Increase), the applicable Swing Line Lender and the applicable L/C Issuers shall have consented (not to be unreasonably withheld) to such Lender’s providing such Commitment Increase, in each case, if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender. Each applicable existing Lender shall, by notice to the U.S. Borrower and the Administrative Agent given not later than 10 days after the date of the Administrative Agent’s notice delivered pursuant to the first sentence of this paragraph, either agree to make a portion of any Commitment Increase or Incremental Term Loan, or decline to do so (and any existing Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to do so). In the event that, on the 10th day after the Administrative Agent shall have delivered the notice pursuant to the first sentence of this paragraph, the applicable existing Lenders shall have agreed pursuant to the preceding sentence to provide any Commitment Increase or Incremental Term Loan, as applicable, in an aggregate amount less than the amount requested by the U.S. Borrower, any Commitment Increase or Incremental Term Loan may be provided by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing making such Incremental Term Loan Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.06(a10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (ii) each of the Administrative Agent, the applicable Facility Agent (or in the case of a Multicurrency Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Company, 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 Company, to effect the provisions of this Section. The effectiveness of 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 Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Company will use the proceeds of the Incremental Term Loans and Revolving Commitment IncreaseIncreases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the applicable Swing Line Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the applicable L/C Issuers Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall have consented (not apply to be 91the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) The U.S. Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent, the Canadian Agent and any other applicable Facility Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more additional tranches of term loans (the “Incremental Term Loans”) or (ii) one or more increases in the amount of (x) the U.S. Dollar Facility any Class of Revolving Credit Commitments to be made available to the U.S. Borrower (each such increase, a “U.S. Dollar Facility Revolving Commitment Increase”), or (y) the Multicurrency Facility Commitments to be made available to the U.S. Borrower and the Canadian Borrower (each such increase, a “Multicurrency Facility Commitment Increase”) or (ii) to add one or more tranches of term loans (each, an “Incremental Term Loan”), provided that (A) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Commitment Increase or Incremental Term Loan is provided made (and after giving effect thereto) no Default or Event of Default shall exist and (B) the U.S. Borrower shall be in compliance with each of the covenants set forth in Section 7.12 7.11 determined on a Pro forma Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended recent Test Period Period, as if the Commitmentssuch Incremental Term Loans or Revolving Commitment Increases, after giving effect to such Commitment Increaseas applicable, had been fully drawn outstanding on the last day of such fiscal quarter of the U.S. Borrower for testing compliance therewith. Each tranche of Incremental Term Loan shall be in an aggregate principal amount not less than $25,000,000 Loans and each Revolving 100 Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,00025,000,000 (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 Commitment Increases and Incremental Term Loans (which, for this purpose, shall include Term B-6 Loans but shall not include Term B-7 Loans or Term B-8 Loans) and the Revolving Commitment Increases (other than (x) for the avoidance of doubt those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.17 and (y) Replacement Revolving Commitments) shall not exceed the sum of (x) $75,000,000. Each U.S. Dollar Facility Commitment Increase shall be on the same terms and conditions as the U.S. Dollar Facility Commitments in effect immediately prior to such U.S. Dollar Facility Commitment Increase. Each Multicurrency Facility Commitment Increase shall be on the same terms and conditions as the Multicurrency Facility Commitments in effect immediately prior to such Multicurrency Facility Commitment Increase. The terms of any Incremental Term Loans shall be as set forth in an Incremental Amendment; provided that 500,000,000 plus (iy) the final maturity date aggregate amount of any Incremental Term Loans shall be no earlier than the U.S. Dollar Facility Maturity Date, (ii) the all-in-yield (whether in the form of interest rate margins, original issue discount, upfront fees or any interest rate floor) for the Incremental Term Loans shall be determined by the U.S. Borrower and the lenders providing such Incremental Term Loans and any prepayment premiums applicable to any Incremental Term Loans will be determined by the U.S. Borrower and the lenders providing such Incremental Term Loans, (iii) any Incremental Term Loans will rank pari passu in right of payment and be secured on a pari passu basis with the obligations principal payments made in respect of the Aggregate U.S. Dollar Facility Commitments, (iv) subject to clause (i), the amortization schedule applicable to any Incremental Term Loans shall be determined by the U.S. Borrower and the lenders thereunder, (v) the mandatory prepayments applicable to any Incremental Term Loans will be determined by the U.S. Borrower and the lenders providing as of such Incremental Term Loans and Facility Closing Date (vi) any Incremental Term Loans shall otherwise be on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent. Each notice from the U.S. Borrower pursuant to this Section 2.14 shall set forth the requested amount of the relevant Commitment Increase or Incremental Term Loans. (x) Incremental Term Loans may be provided by any existing Lender or any Additional Lender reasonably acceptable to the Administrative Agentincluding, (y) U.S. Dollar Facility Commitment Increases may be provided by any existing U.S. Dollar Facility Lender (and each existing U.S. Dollar Facility Lender will have the right to provide a portion of any U.S. Dollar Facility Commitment Increase, in each case on terms permitted in this Section 2.14) and (z) Multicurrency Facility Commitment Increases may be provided by any existing Multicurrency Facility Lender (and each existing Multicurrency Facility Lender will have the right to provide a portion of any Multicurrency Facility Commitment Increase, in each case on terms permitted in this Section 2.14); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s providing such Incremental Term Loan if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender and (ii) each of the Administrative Agent, the applicable Facility Agent (in the case of a Multicurrency Facility Commitment Increase)Term B-6 Loans incurred on the First Amendment Effective Date only, the applicable Swing Line Lender principal amount of Term B-2 Term Loans repaid concurrently with the incurrence of Term B-6 Loans on such date and excluding prepayments of Term B-4 Loans, Term B-5 Loans and Term B-6 Loans with the applicable L/C Issuers shall have consented (not to be unreasonably withheld) to such Lender’s providing such Commitment Increase, in each case, if such consent would be required under Section 10.06(a) for an assignment proceeds of Term B-7 Loans or Commitments, as applicable, to such Lender. Each applicable existing Lender shall, by notice to the U.S. Borrower and the Administrative Agent given not later than 10 days after the date of the Administrative Agent’s notice delivered pursuant to the first sentence of this paragraph, either agree to make a portion of any Commitment Increase or Incremental Term Loan, or decline to do so (and any existing Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to do soB-8 Loans). In the event that, on the 10th day after the Administrative Agent shall have delivered the notice pursuant to the first sentence of this paragraph, the applicable existing Lenders shall have agreed pursuant to the preceding sentence to provide any Commitment Increase or Incremental Term Loan, as applicable, in an aggregate amount less than the amount requested by the U.S. Borrower, any Commitment Increase or Incremental Term Loan may be provided by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld) to such Additional Lender’s providing such Incremental Term Loan if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender and (ii) each of the Administrative Agent, the applicable Facility Agent (in the case of a Multicurrency Facility Commitment Increase), the applicable Swing Line Lender and the applicable L/C Issuers shall have consented (not to be 91.