Common use of Incremental Facilities Clause in Contracts

Incremental Facilities. (a) The Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Incremental Term Loans or Revolving Commitments, as applicable, by executing and delivering to the Administrative Agents an Increased Facility Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involved, (ii) the applicable Increased Facility Closing Date, (iii) in the case of Incremental Term Loans, (x) the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans, which shall comply with Section 2.3(b) and (z) the Applicable Margin for such Incremental Term Loans; provided, that (i) (I) the interest rate margins with respect to any Incremental Tranche A Facility shall not be greater than the interest rate with respect to any then outstanding Tranche A Term Loans plus 0.75% per annum unless the interest rate applicable to the applicable Tranche A Term Loans is increased so that the interest rate applicable to the Incremental Tranche A Facility does not exceed the interest rate applicable to the applicable Tranche A Term Loans by more than 0.75% per annum and (II) the interest rate margins with respect to any Incremental Tranche B Facility shall not be greater than the interest rate with respect to any then outstanding Tranche B Term Loans (if any) plus 0.75% per annum unless the interest rate applicable to the applicable Tranche B Term Loans is increased so that the interest rate applicable to the Incremental Tranche B Facility does not exceed the interest rate applicable to the applicable Tranche B Term Loans by more than 0.75% per annum; provided that in determining the applicable interest rates applicable to loans and/or commitments incurred pursuant to each of the Incremental Term Loans, the Tranche A Term Loans and any Tranche B Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of the Tranche A Term Loans, any Tranche B Term Loans or the Incremental Term Facility, in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), but in each case, exclusive of any arrangement, structuring or other fees payable in connection with such Incremental Term Loans and (y) if the Incremental Term Facility includes an interest rate floor different than any interest rate floor applicable to the Tranche A Term Loans or any Tranche B Term Loans, such difference shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin under the Tranche A Term Loans or any Tranche B Term Loans, shall be required, (ii) after giving pro forma effect to the incurrence of Indebtedness on such Increased Facility Activation Date (assuming any increase in commitments under the Revolving Facility were fully drawn), the Borrower shall be in compliance with the covenants set forth in Section 7.1 recomputed as of the last day of the most recently ended four quarters period, (iii) (x) the weighted average life to maturity of any Incremental Term Facility (other than any Tranche B Term Loans) shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche A Term Loans and (y) the weighted average life to maturity of any Incremental Term Facility that consists of any Tranche B Term Loans shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche B Term Loans, (iv) any Incremental Tranche B Facility may have customary call-protection, including “soft-call” protection in connection with any repricing transaction, (v) any Incremental Tranche B Facility may also, to the extent so provided in the applicable Increased Facility Activation Notice, specify whether (v) the applicable Tranche B Term Lenders shall have any voting rights in respect of the financial covenants under this Agreement (including, without limitation, Section 7.1 hereof) (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such voting rights, all then outstanding Tranche B Term Loans shall also have similar voting rights), (w) any breach of such covenants would result in a Default or Event of Default for such Tranche B Term Lenders prior to an acceleration of Commitments and/or Loans by the applicable Lenders in accordance with the terms hereof as a result of such breach (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such a default, all then outstanding Tranche B Term Loans shall also have a similar default), (x) any such Tranche B Term Loans will be subject to an Excess Cash Flow mandatory prepayment based on a percentage (with step-downs in such percentage) of Excess Cash Flow to be specified in the applicable Increased Facility Activation Notice (it being understood that any such prepayment may apply to all then outstanding Term Loans also on a ratable basis) and (y) the applicable Tranche B Term Lenders shall be subject to any other representations and warranties, covenants or events of default that are different from the terms set forth in this Agreement as of the date of the incurrence of such Indebtedness but are customary for “B” term loans at the time of incurrence thereof; provided, that, such Tranche B Term Loans shall not have representations and warranties, covenants or events of default that are more restrictive, taken as a whole, than the representations and warranties, covenants or events of default set forth in this Agreement as of the date of incurrence of such Indebtedness unless such representations and warranties, covenants or events of default apply also to all other then outstanding Term Loans or only apply after the latest maturity date then applicable to any Tranche B Term Loans) and (z) such Incremental Term Loans which are Tranche B Term Loans will have a minimum amount for assignments in the amount of $500,000 (unless an exception set forth in Section 10.6 applies), (vi) no Incremental Term Loans or increased Revolving Commitments shall be (x) secured by any collateral that is not Collateral securing this Agreement as of the date of incurrence of such Indebtedness or (y) guaranteed by any guarantor that is not a Guarantor of this Agreement as of the date of incurrence of such Indebtedness and (vii) the Administrative Agent shall have received such legal opinions, board resolutions, officers’ certificates, reaffirmation agreements and other documentation as it shall reasonably request. Notwithstanding the foregoing, (i) the aggregate amount of borrowings of Incremental Term Loans and the aggregate amount of incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed the difference between (A) the Maximum Incremental Amount and (B) the cumulative amount of Indebtedness incurred pursuant to Section 7.2(k) and (ii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 and (y) no more than 5 Increased Facility Closing Dates may be selected by the Borrower after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.

Incremental Facilities. (a) The Borrower Representative and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Incremental Term Loans or Revolving Commitments (any such increased revolving commitments, “Incremental Revolving Commitments”), as applicable, by executing and delivering to the Administrative Agents Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involved, (ii) the applicable Increased Facility Closing Date, Date and (iii) in the case of Incremental Term Loans, (x) the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans; provided that the weighted average life to maturity of such Incremental Term Loans shall not (1) in the case of Incremental Term Loans incurred by the U.S. Borrower be shorter than the remaining weighted average life to maturity of the U.S. Term A Loans or (2) in the case of Incremental Term Loans incurred by the Canadian Borrower be shorter than the remaining weighted average life to maturity of the Canadian Term A Loans, which or, to the extent such Incremental Term Loans are intended to be fungible with the U.S. Term A Loans or Canadian Term A Loans, as applicable, such greater amounts as shall comply permit such Incremental Term Loans to be fungible with Section 2.3(b) the applicable Term A Loans, and (z) the Applicable Margin for such Incremental Term Loans; provided, that (i) (I) the interest rate margins with respect to any Incremental Tranche A Facility shall not be greater than the interest rate with respect to any then outstanding Tranche A Term Loans plus 0.75% per annum unless the interest rate applicable to the applicable Tranche A Term Loans is increased so that the interest rate applicable to the Incremental Tranche A Facility does not exceed the interest rate applicable to the applicable Tranche A Term Loans by more than 0.75% per annum and (II) the interest rate margins with respect to any Incremental Tranche B Facility shall not be greater than the interest rate with respect to any then outstanding Tranche B Term Loans (if any) plus 0.75% per annum unless the interest rate applicable to the applicable Tranche B Term Loans is increased so that the interest rate applicable to the Incremental Tranche B Facility does not exceed the interest rate applicable to the applicable Tranche B Term Loans by more than 0.75% per annum; provided that in determining the applicable interest rates applicable to loans and/or commitments incurred pursuant to each of the Incremental Term Loans, the Tranche A Term Loans and any Tranche B Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of the Tranche A Term Loans, any Tranche B Term Loans or the Incremental Term Facility, in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), but in each case, exclusive of any arrangement, structuring or other fees payable in connection with such Incremental Term Loans and (y) if the Incremental Term Facility includes an interest rate floor different than any interest rate floor applicable to the Tranche A Term Loans or any Tranche B Term Loans, such difference shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin under the Tranche A Term Loans or any Tranche B Term Loans, shall be required, (ii) after giving pro forma effect to the incurrence of Indebtedness on such Increased Facility Activation Date (assuming any increase in commitments under the Revolving Facility were fully drawn), the Borrower shall be in compliance with the covenants set forth in Section 7.1 recomputed as of the last day of the most recently ended four quarters period, (iii) (x) the weighted average life to maturity of any Incremental Term Facility (other than any Tranche B Term Loans) shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche A Term Loans and (y) the weighted average life to maturity of any Incremental Term Facility that consists of any Tranche B Term Loans shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche B Term Loans, (iv) any Incremental Tranche B Facility may have customary call-protection, including “soft-call” protection in connection with any repricing transaction, (v) any Incremental Tranche B Facility may also, to the extent so provided in the applicable Increased Facility Activation Notice, specify whether (v) the applicable Tranche B Term Lenders shall have any voting rights in respect of the financial covenants under this Agreement (including, without limitation, Section 7.1 hereof) (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such voting rights, all then outstanding Tranche B Term Loans shall also have similar voting rights), (w) any breach of such covenants would result in a Default or Event of Default for such Tranche B Term Lenders prior to an acceleration of Commitments and/or Loans by the applicable Lenders in accordance with the terms hereof as a result of such breach (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such a default, all then outstanding Tranche B Term Loans shall also have a similar default), (x) any such Tranche B Term Loans will be subject to an Excess Cash Flow mandatory prepayment based on a percentage (with step-downs in such percentage) of Excess Cash Flow to be specified in the applicable Increased Facility Activation Notice (it being understood that any such prepayment may apply to all then outstanding Term Loans also on a ratable basis) and (y) the applicable Tranche B Term Lenders shall be subject to any other representations and warranties, covenants or events of default that are different from the terms set forth in this Agreement as of the date of the incurrence of such Indebtedness but are customary for “B” term loans at the time of incurrence thereof; provided, that, such Tranche B Term Loans shall not have representations and warranties, covenants or events of default that are more restrictive, taken as a whole, than the representations and warranties, covenants or events of default set forth in this Agreement as of the date of incurrence of such Indebtedness unless such representations and warranties, covenants or events of default apply also to all other then outstanding Term Loans or only apply after the latest maturity date then applicable to any Tranche B Term Loans) and (z) such Incremental Term Loans which are Tranche B Term Loans will have a minimum amount for assignments in the amount of $500,000 (unless an exception set forth in Section 10.6 applies), (vi) no Incremental Term Loans or increased Revolving Commitments shall be (x) secured by any collateral that is not Collateral securing this Agreement as of the date of incurrence of such Indebtedness or (y) guaranteed by any guarantor that is not a Guarantor of this Agreement as of the date of incurrence of such Indebtedness and (vii) the Administrative Agent shall have received such legal opinions, board resolutions, officers’ certificates, reaffirmation agreements and other documentation as it shall reasonably request. Notwithstanding the foregoing, (i) the aggregate amount of borrowings of Incremental Term Loans and the aggregate amount of incremental Incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph Section 2.24 shall not exceed the difference between $100,000,000, (Aii) the Maximum Incremental Amount Term Facilities (x) in the case of Incremental Term Loans incurred by the U.S. Borrower shall rank pari passu in right of payment and security with the U.S. Term A Loans and shall not be guaranteed other than by U.S. Loan Parties or secured by any assets other than Collateral of the U.S. Loan Parties and (By) in the cumulative amount case of Indebtedness Incremental Term Loans incurred pursuant to Section 7.2(k) by the Canadian Borrower shall rank pari passu in right of payment and security with the Canadian Term A Loans and shall not be guaranteed other than by the Loan Parties or secured by any assets other than Collateral of the Loan Parties, (iiiii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 25,000,000 and (y) no more than 5 five Increased Facility Closing Dates may be selected by the Borrower Representative after the Closing Restatement Effective Date, (iv) subject to clauses (i) through (iii) of the first sentence of this Section 2.24(a), (x) the terms of any Incremental Term Loans shall be substantially the same as the terms of the U.S. Term A Loans or the Canadian Term A Loans, as applicable, unless otherwise reasonably satisfactory to the Administrative Agent (it being understood that no consent of the Administrative Agent shall be required for terms that are more restrictive to the Group Members than those applicable in respect of the applicable Term A Loans if the Lenders under all outstanding Facilities receive the benefits of such more restrictive terms) and (y) the terms of any Incremental Revolving Commitments shall be the same as the terms of the Revolving Commitments and (z) no Incremental Term Loans or Incremental Revolving Commitments may be effected unless (1) both immediately prior to and immediately after giving effect to the effectiveness thereof, no Default or Event of Default shall have occurred and be continuing (or, in the case of Incremental Acquisition Debt, no Event of Default under Section 8(a) or Section 8(f) shall have occurred and be continuing on the date of effectiveness thereof); (2) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or in all respects, if qualified by materiality), in each case on and as of such date; provided, that to the extent such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects (or in all respects if qualified by materiality) as of such earlier date (or, in the case of Incremental Acquisition Debt, on the date of effectiveness thereof, (x) the Specified Representations shall be true and correct in all material respects (or in all respects, if qualified by materiality) on and as of such date; provided, that to the extent such Specified Representations specifically refer to an earlier date, they are true and correct in all material respects (or in all respects if qualified by materiality) as of such earlier date and (y) the Specified Acquisition Agreement Representations shall be true and correct, in each case on and as of such date; provided, that to the extent such Specified Acquisition Agreement Representations specifically refer to an earlier date, they are true and correct as of such earlier date); and (3) Holdings and the Borrowers shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents (including reaffirmation agreements, supplements and/or amendments to the Security Documents) as shall reasonably be requested by the Administrative Agent in connection therewith. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.. 77

Incremental Facilities. (a) The Borrower and At any one time or more Lenders (including New Lenders) may from time to time agree that such Lenders shall makeafter the Closing Date, obtain or increase the amount of their Incremental Term Loans or Revolving Commitments, as applicable, Borrower may by executing and delivering written notice to the Administrative Agents an Increased Facility Activation Notice specifying Agent elect to request (i) prior to the amount Latest Maturity Date of any Revolving Credit Facility, (A) one or more increases to the existing Revolving Credit Commitments and/or (B) the establishment of one or more new revolving credit commitments (any such increase and or new commitment, the Facility or Facilities involved, “New Revolving Credit Commitments”) and/or (ii) the applicable Increased Facility Closing Date, establishment of one or more new term loan commitments (iii) the “New Term Commitments”). Each New Revolving Credit Commitment and New Term Commitment shall be in the case of Incremental Term Loans, an aggregate principal amount that is not less than $5,000,000 individually (x) the applicable Incremental Term Maturity Date, (y) the amortization schedule for or such Incremental Term Loans, which shall comply with Section 2.3(b) and (z) the Applicable Margin for such Incremental Term Loans; provided, that (i) (I) the interest rate margins with respect to any Incremental Tranche A Facility shall not be greater than the interest rate with respect to any then outstanding Tranche A Term Loans plus 0.75% per annum unless the interest rate applicable to the applicable Tranche A Term Loans is increased so that the interest rate applicable to the Incremental Tranche A Facility does not exceed the interest rate applicable to the applicable Tranche A Term Loans by more than 0.75% per annum and (II) the interest rate margins with respect to any Incremental Tranche B Facility shall not be greater than the interest rate with respect to any then outstanding Tranche B Term Loans (if any) plus 0.75% per annum unless the interest rate applicable to the applicable Tranche B Term Loans is increased so that the interest rate applicable to the Incremental Tranche B Facility does not exceed the interest rate applicable to the applicable Tranche B Term Loans by more than 0.75% per annum; provided that in determining the applicable interest rates applicable to loans and/or commitments incurred pursuant to each of the Incremental Term Loans, the Tranche A Term Loans and any Tranche B Term Loans, (x) original issue discount (“OID”) or upfront fees (lesser amount which shall be deemed to constitute like amounts of OID) payable approved by Borrower to the Lenders of the Tranche A Term Loans, any Tranche B Term Loans Administrative Agent or the Incremental Term Facility, in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), but in each case, exclusive of any arrangement, structuring or other fees payable in connection with such Incremental Term Loans and (y) lesser amount if the Incremental Term Facility includes an interest rate floor different than any interest rate floor applicable to the Tranche A Term Loans or any Tranche B Term Loans, such difference shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin amount represents all remaining availability under the Tranche A Term Loans or any Tranche B Term Loans, shall be required, (ii) after giving pro forma effect to the incurrence of Indebtedness on such Increased Facility Activation Date (assuming any increase in commitments under the Revolving Facility were fully drawn), the Borrower shall be in compliance with the covenants limit set forth in Section 7.1 recomputed as the next sentence), and integral multiples of the last day $1,000,000 in excess of the most recently ended four quarters period, (iii) (x) the weighted average life to maturity of any Incremental Term Facility (other than any Tranche B Term Loans) shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche A Term Loans and (y) the weighted average life to maturity of any Incremental Term Facility that consists of any Tranche B Term Loans shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche B Term Loans, (iv) any Incremental Tranche B Facility may have customary call-protection, including “soft-call” protection in connection with any repricing transaction, (v) any Incremental Tranche B Facility may also, amount. Notwithstanding anything to the extent so provided in the applicable Increased Facility Activation Notice, specify whether (v) the applicable Tranche B Term Lenders shall have any voting rights in respect of the financial covenants under this Agreement (including, without limitation, Section 7.1 hereof) (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such voting rights, all then outstanding Tranche B Term Loans shall also have similar voting rights), (w) any breach of such covenants would result in a Default or Event of Default for such Tranche B Term Lenders prior to an acceleration of Commitments and/or Loans by the applicable Lenders in accordance with the terms hereof as a result of such breach (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such a default, all then outstanding Tranche B Term Loans shall also have a similar default), (x) any such Tranche B Term Loans will be subject to an Excess Cash Flow mandatory prepayment based on a percentage (with step-downs in such percentage) of Excess Cash Flow to be specified in the applicable Increased Facility Activation Notice (it being understood that any such prepayment may apply to all then outstanding Term Loans also on a ratable basis) and (y) the applicable Tranche B Term Lenders shall be subject to any other representations and warranties, covenants or events of default that are different from the terms set forth in this Agreement as of the date of the incurrence of such Indebtedness but are customary for “B” term loans at the time of incurrence thereof; provided, that, such Tranche B Term Loans shall not have representations and warranties, covenants or events of default that are more restrictive, taken as a whole, than the representations and warranties, covenants or events of default set forth in this Agreement as of the date of incurrence of such Indebtedness unless such representations and warranties, covenants or events of default apply also to all other then outstanding Term Loans or only apply after the latest maturity date then applicable to any Tranche B Term Loans) and (z) such Incremental Term Loans which are Tranche B Term Loans will have a minimum amount for assignments in the amount of $500,000 (unless an exception set forth in Section 10.6 applies), (vi) no Incremental Term Loans or increased Revolving Commitments shall be (x) secured by any collateral that is not Collateral securing this Agreement as of the date of incurrence of such Indebtedness or (y) guaranteed by any guarantor that is not a Guarantor of this Agreement as of the date of incurrence of such Indebtedness and (vii) the Administrative Agent shall have received such legal opinions, board resolutions, officers’ certificates, reaffirmation agreements and other documentation as it shall reasonably request. Notwithstanding the foregoingcontrary herein, (i) the aggregate amount of borrowings of Incremental the New Revolving Credit Commitments and New Term Loans and the aggregate amount of incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed the difference between greater of (A) $30,000,000 plus, in the case of a New Revolving Credit Commitment or New Term Commitment that serves to effectively extend the maturity of any Revolving Credit Facility or Term Loan Facility, an additional amount of New Revolving Credit Commitments or New Term Commitments equal to the Commitments or Term Loans under the Revolving Credit Facility or Term Loan Facility to be replaced with such New Revolving Credit Commitment or New Term Commitment, as applicable, and (B) an amount such that the First Lien Leverage Ratio is no greater than 3.00 to 1.0 as of the end of the Test Period most recently ended after giving Pro Forma Effect to such New Revolving Credit Commitments or New Term Loans (and, in each case, assuming that the Loans available under any New Revolving Credit Commitment or any New Term Loans are secured on a first lien basis (whether or not so secured) and, with respect to any New Revolving Credit Commitment, assuming a borrowing of the maximum amount of Loans available under such New Revolving Credit Commitment). Each such notice shall specify (A) the Maximum Incremental date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Credit Commitments or New Term Commitments, as applicable, shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period as shall be reasonably acceptable to the Administrative Agent) and (B) the cumulative amount identity of Indebtedness incurred pursuant each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Credit Lender” or “New Term Lender,” as applicable) to Section 7.2(kwhom the Borrower proposes any portion of such New Revolving Credit Commitments or New Term Commitments, as applicable, be allocated and the amounts of such allocations; provided that (x) any Lender approached to provide all or a portion of the New Revolving Credit Commitments or New Term Commitments may elect or decline, in its sole discretion, to provide a New Revolving Credit Commitment or a New Term Commitment (it being understood that there is no obligation to approach any existing Lenders to provide any New Revolving Credit Commitment or New Term Commitment) and (iiy) without the consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender shall have consented (xsuch consent not to be unreasonably withheld) each increase to such Person’s providing such New Revolving Credit Commitments or New Term Commitments if such consent would be required under Section 10.07 for an assignment of Loans or Commitments to such Person. Such New Revolving Credit Commitments or New Term Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date after giving effect to such New Revolving Credit Commitments or New Term Commitments, as applicable, (2) after giving effect to the making of any New Term Loans or effectiveness of New Revolving Credit Commitments, the conditions set forth in Sections 4.02(a) and 4.02(c) shall be satisfied, (3) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.10 after giving Pro Forma Effect to such New Revolving Credit Commitments or New Term Loans (and with respect to any New Revolving Credit Commitment, assuming a borrowing of the maximum amount of Loans available under such New Revolving Credit Commitment), as applicable, (4) the New Revolving Credit Commitments or New Term Commitments, as applicable, shall be effected pursuant to this paragraph one or more Joinder Agreements executed and delivered by the Borrower, the New Revolving Credit Lender or New Term Lender, as applicable, and the Administrative Agent, each of which shall be recorded in a minimum amount of at least $50,000,000 the Register, and each New Revolving Credit Lender and New Term Lender shall be subject to the requirements set forth in Section 10.15, (5) the Borrower shall make any payments required pursuant to Section 3.05 in connection with the New Revolving Credit Commitments or New Term Commitments, if applicable, and (y6) no more than 5 Increased Facility Closing Dates may be selected by the Borrower after the Closing Date. No Lender shall have deliver or cause to be delivered any obligation to participate customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any increase described in this paragraph unless it agrees to do so in its sole discretionsuch transaction.

Incremental Facilities. (a) The Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Incremental Term Loans (an “Incremental Term Loan Facility”) or Revolving Credit Commitments (“Increased Revolving Credit Commitments”; together with any Incremental Term Loan Facility, the “Incremental Facilities”), as applicable, by executing and delivering to the Administrative Agents Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involvedincrease, (ii) the applicable Increased Facility Closing Date, (iii) in the case of Incremental Term Loans, (x) the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans, which shall comply with Section 2.3(b) and (z) the Applicable Margin for such Incremental Term Loans; provided, provided that (i) (I) subject to the interest rate margins Borrower’s right to make an LCA Election with respect to any Limited Condition Acquisition, in which case, Section 1.3(b) shall apply, no Default or Event of Default exists or would exist after giving effect to such Incremental Tranche A Facility and the incurrence of any Loans thereunder on the applicable Increased Facility Closing Date, (ii) the maturity date and Weighted Average Life to Maturity of any such Incremental Term Loan Facility shall not be greater no earlier than (or the interest rate with respect to any then outstanding Tranche A Term Loans plus 0.75% per annum unless the interest rate applicable to the applicable Tranche A Term Loans is increased so that the interest rate applicable to the Incremental Tranche A Facility does not exceed the interest rate applicable to the applicable Tranche A Term Loans by more than 0.75% per annum and (IIsame as) the interest rate margins with respect maturity date and Weighted Average Life to any Incremental Tranche B Facility shall not be greater than the interest rate with respect to any then outstanding Tranche B Term Loans (if any) plus 0.75% per annum unless the interest rate applicable to the applicable Tranche B Term Loans is increased so that the interest rate applicable to the Incremental Tranche B Facility does not exceed the interest rate applicable to the applicable Tranche B Term Loans by more than 0.75% per annum; provided that in determining the applicable interest rates applicable to loans and/or commitments incurred pursuant to each of the Incremental Term LoansMaturity, the Tranche A Term Loans and any Tranche B Term Loansrespectively, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of the Tranche A Term Loans, (iii) the interest rates and amortization schedule applicable to any Tranche B Term Loans or the Incremental Term FacilityLoan Facility shall be determined by the Borrower and the lenders thereunder, (iv) subject to the Borrower’s right to make an LCA Election with respect to any Limited Condition Acquisition, in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), but in each which case, exclusive of any arrangement, structuring or other fees payable in connection with such Incremental Term Loans and (ySection 1.3(b) if the Incremental Term Facility includes an interest rate floor different than any interest rate floor applicable to the Tranche A Term Loans or any Tranche B Term Loans, such difference shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin under the Tranche A Term Loans or any Tranche B Term Loans, shall be required, (ii) after giving pro forma effect to the incurrence of Indebtedness on such Increased Facility Activation Date (assuming any increase in commitments under the Revolving Facility were fully drawn)apply, the Borrower shall be in compliance Pro Forma Compliance with the covenants set forth Financial Covenants (such calculation to be made (I) assuming in Section 7.1 recomputed as of the last day of the most recently ended four quarters period, (iii) (x) the weighted average life to maturity case of any Incremental Term Facility (other than any Tranche B Term Loans) shall Revolving Credit Commitments, that the full amount thereof is to be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche A Term Loans drawn and (yII) the weighted average life to maturity any proceeds of any Incremental Term Facility that consists of any Tranche B Term Loans shall be not shorter than the then remaining weighted average life to maturity disregarded in any netting calculations in determination of the then-existing Tranche B Term Loans, (ivsuch Financial Covenants) any Incremental Tranche B Facility may have customary call-protection, including “soft-call” protection in connection with any repricing transaction, and (v) any Increased Revolving Credit Commitments shall be on terms and pursuant to documentation applicable to the Revolving Credit Facility (including the maturity date in respect thereof) and any Incremental Tranche B Term Loan Facility may alsoshall be on terms and pursuant to documentation agreed to between the Borrower and the Person providing such Incremental Term Loan Facility; provided that, (1) to the extent so provided such terms are not consistent with, in the applicable Increased case of an Incremental Term Loan Facility, the Tranche A Term Loan Facility Activation Notice, specify whether (v) except to the applicable Tranche B Term Lenders shall have any voting rights in respect of the financial covenants under this Agreement extent permitted by clause (including, without limitation, Section 7.1 hereof) (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such voting rights, all then outstanding Tranche B Term Loans shall also have similar voting rights), (w) any breach of such covenants would result in a Default or Event of Default for such Tranche B Term Lenders prior to an acceleration of Commitments and/or Loans by the applicable Lenders in accordance with the terms hereof as a result of such breach (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such a default, all then outstanding Tranche B Term Loans shall also have a similar default), (x) any such Tranche B Term Loans will be subject to an Excess Cash Flow mandatory prepayment based on a percentage (with step-downs in such percentage) of Excess Cash Flow to be specified in the applicable Increased Facility Activation Notice (it being understood that any such prepayment may apply to all then outstanding Term Loans also on a ratable basisii) and (yiii) the applicable Tranche B Term Lenders shall be subject to any other representations and warrantiesabove), covenants or events of default that are different from the terms set forth in this Agreement as of the date of the incurrence of such Indebtedness but are customary for “B” term loans at the time of incurrence thereof; provided, that, such Tranche B Term Loans shall not have representations be materially more restrictive to Borrower and warrantiesits Restricted Subsidiaries, covenants or events of default that are more restrictive, when taken as a whole, than those under the representations and warranties, Tranche A Term Loan Facility (except if (x) such covenants or events of default set forth in this Agreement as of the date of incurrence of such Indebtedness unless such representations and warranties, covenants or events of default apply also other provisions are applicable only to all other then outstanding Term Loans or only apply periods after the latest final maturity date then applicable to any of the Tranche B A Term LoansLoan Facility, (y) and the existing Lenders under the Tranche A Term Loan Facility receive the benefit of such terms or (z) such Incremental Term Loans which terms are Tranche B Term Loans will have a minimum amount for assignments in the amount of $500,000 (unless an exception set forth in Section 10.6 applies), (vi) no Incremental Term Loans or increased Revolving Commitments shall be (x) secured by any collateral that is not Collateral securing this Agreement as of the date of incurrence of such Indebtedness or (y) guaranteed by any guarantor that is not a Guarantor of this Agreement as of the date of incurrence of such Indebtedness and (vii) reasonably satisfactory to the Administrative Agent shall have received or are, in the reasonable judgment of the Borrower, generally customary for similarly situated borrowers in the current market conditions) and (2) to the extent such legal opinionsdocumentation is not consistent with the documentation in respect of the Tranche A Term Loan Facility, board resolutions, officers’ certificates, reaffirmation agreements and other documentation as it shall be reasonably requestsatisfactory to the Administrative Agent. Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of borrowings of Incremental Term Loans and the aggregate amount of incremental Increased Revolving Credit Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed the difference between (A) the Maximum Incremental Facilities Amount and (B) the cumulative amount of Indebtedness incurred pursuant to Section 7.2(k) and (ii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 and 15,000,000 (y) no more than 5 Increased Facility Closing Dates may be selected by or such lesser amount of the Borrower after the Closing DateIncremental Facilities Amount then unused). No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.

Incremental Facilities. (a) The Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Incremental Term Loans or Revolving Commitments, as applicable, by executing and delivering to the Administrative Agents an Increased Facility Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involved, (ii) the applicable Increased Facility Closing Date, Date and (iii) in the case of Incremental Term Loans, (x) the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans, which shall comply with Section 2.3(b) 2.3(c), and (z) the Applicable Margin for such Incremental Term Loans; provided, that (i) (I) the interest rate margins with respect to (x) any Incremental Tranche Term Loans that have customary terms for senior secured term A Facility loans (an “Incremental Term A Facility”) as determined by the board of directors of the Borrower in good faith based on the expected lenders, amortization, tenor and other material terms of such Incremental Term Loans, shall not be greater than the interest rate with respect to any then outstanding Tranche A Term Loans plus 0.750.50% per annum unless the interest rate applicable to the applicable all Tranche A Term Loans is increased so that the interest rate applicable to the Incremental Tranche Term A Facility does not exceed the interest rate applicable to the applicable all Tranche A Term Loans by more than 0.750.50% per annum and (IIy) the interest rate margins with respect to any Incremental Tranche Term Loans that have customary terms for senior secured term B Facility loans (an “Incremental Term B Facility”), syndicated to institutional term loan investors, as determined by the board of directors of the Borrower in good faith based on the expected lenders, amortization, tenor and other material terms of such Incremental Term Loans, shall not be greater than the interest rate with respect to any then outstanding the Tranche B Term Loans (if any) plus 0.750.50% per annum annum, unless the interest rate applicable to the applicable Tranche B Term Loans is increased so that the interest rate applicable to the Incremental Tranche Term B Facility does not exceed the interest rate applicable to the applicable Tranche B Term Loans by more than 0.750.50% per annum; provided that in determining the applicable interest rates applicable to loans and/or commitments incurred pursuant to each of the Incremental Term Loans, the Tranche A Term Loans and any or the Tranche B Term Loans, as applicable, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of the Tranche A Term Loans, any Loans or the Tranche B Term Loans Loans, as applicable, or the Incremental Term A Facility or Incremental Term B Facility, as applicable, in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), but in each case, exclusive of any arrangement, structuring or other fees payable in connection with such Incremental Term Loans and (y) if the Incremental Term A Facility or Incremental Term B Facility, as applicable, includes an interest rate floor different than any the interest rate floor applicable to the Tranche Term A Term Loans or any Tranche the Term B Term Loans, as applicable, such difference shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin under the Tranche A Term Loans or any the Tranche B Term Loans, as applicable, shall be required, (ii) after giving pro forma effect to the incurrence of Indebtedness on such Increased Facility Activation Date (assuming any increase in commitments under the Revolving Facility were fully drawn), the Borrower shall be in compliance with the covenants set forth in Section 7.1 recomputed as of the last day of the most recently ended four quarters period, (iii) (x) the weighted average Average life to maturity of (x) any Incremental Term A Facility (other than any Tranche B Term Loans) shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche A Term Loans and (y) the weighted average life to maturity of any Incremental Term B Facility that consists of any Tranche B Term Loans shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche B Term Loans, (iv) any Incremental Tranche B Facility may have customary call-protection, including “soft-call” protection in connection with any repricing transaction, (v) any Incremental Tranche B Facility may also, to the extent so provided in the applicable Increased Facility Activation Notice, specify whether (v) the applicable Tranche B Term Lenders shall have any voting rights in respect of the financial covenants under this Agreement (including, without limitation, Section 7.1 hereof) (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such voting rights, all then outstanding Tranche B Term Loans shall also have similar voting rights), (w) any breach of such covenants would result in a Default or Event of Default for such Tranche B Term Lenders prior to an acceleration of Commitments and/or Loans by the applicable Lenders in accordance with the terms hereof as a result of such breach (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such a default, all then outstanding Tranche B Term Loans shall also have a similar default), (x) any such Tranche B Term Loans will be subject to an Excess Cash Flow mandatory prepayment based on a percentage (with step-downs in such percentage) of Excess Cash Flow to be specified in the applicable Increased Facility Activation Notice (it being understood that any such prepayment may apply to all then outstanding Term Loans also on a ratable basis) and (y) the applicable Tranche B Term Lenders shall be subject to any other representations and warranties, covenants or events of default that are different from the terms set forth in this Agreement as of the date of the incurrence of such Indebtedness but are customary for “B” term loans at the time of incurrence thereof; provided, that, such Tranche B Term Loans shall not have representations and warranties, covenants or events of default that are more restrictive, taken as a whole, than the representations and warranties, covenants or events of default set forth in this Agreement as of the date of incurrence of such Indebtedness unless such representations and warranties, covenants or events of default apply also to all other then outstanding Term Loans or only apply after the latest maturity date then applicable to any Tranche B Term Loans) and (z) such Incremental Term Loans which are Tranche B Term Loans will have a minimum amount for assignments in the amount of $500,000 (unless an exception set forth in Section 10.6 applies), (vi) no Incremental Term Loans or increased Revolving Commitments shall be (x) secured by any collateral that is not Collateral securing this Agreement as of the date of incurrence of such Indebtedness or (y) guaranteed by any guarantor that is not a Guarantor of this Agreement as of the date of incurrence of such Indebtedness and (viiiv) the Administrative Agent shall have received such legal opinions, board resolutions, officers’ certificates, reaffirmation agreements agreements, mortgage amendments, date-down endorsements and other documentation as it shall reasonably request. Notwithstanding the foregoing, (i) the aggregate amount of borrowings of Incremental Term Loans and the aggregate amount of incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed the difference between (A) the Maximum Incremental Amount and (B) the cumulative amount of Indebtedness incurred pursuant to Section 7.2(k) and (ii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 and (y) no more than 5 Increased Facility Closing Dates may be selected by the Borrower after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.

Incremental Facilities. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time prior to the Revolver Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of (a) The Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Incremental Term Loans or Revolving Commitments, as applicable, by executing and delivering increases to the Administrative Agents Revolving Committed Amount that will become part of the existing Revolving Credit Facility or (b) additional commitments to make term loans to be structured as a separate term loan tranche with terms different from the Term Loan (each such increase to the Revolving Committed Amount and/or establishment of a new tranche of term loans being referred to herein as an Increased “Incremental Facility” and all such increases being referred to herein as the “Incremental Facilities”) in an amount for all such Incremental Facilities not to exceed $100,000,000 in the aggregate. The following terms and conditions shall apply to the Incremental Facility: (a) the loans made under each Incremental Facility Activation Notice specifying (each an “Additional Loan”) shall constitute Secured Obligations and will be secured and guaranteed with the other Secured Obligations on a pari passu basis, (b) the Applicable Yield of any such Incremental Facility shall not exceed (i) the amount of such increase and the Facility or Facilities involved, (ii) the applicable Increased Facility Closing Date, (iii) in the case of Incremental Term Loans, (x) the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans, which shall comply with Section 2.3(b) and (z) the Applicable Margin for such Incremental Term Loans; provided, that (i) (I) the interest rate margins with respect to any Incremental Tranche A Facility shall not be greater than the interest rate with respect to any then outstanding Tranche A Term Loans plus 0.75% per annum unless the interest rate applicable that is an increase to the applicable Tranche A Term Loans is increased so that Revolving Credit Facility, the interest rate applicable to Applicable Yield of the Incremental Tranche A Revolving Credit Facility does not exceed the interest rate applicable to the applicable Tranche A Term Loans by more than 0.75% per annum and (IIii) the interest rate margins with respect to any Incremental Tranche B Facility structured as a separate term loan tranche, the Applicable Yield of the Term Loan by more than 0.50% (it being understood that the Applicable Percentage for the existing Revolving Credit Facility and/or Term Loan, as applicable, may be increased and/or additional fees may be paid to the Persons providing such Incremental Facility to the extent necessary to satisfy such requirement, (c) the maturity date of any such Incremental Facility shall not be greater no earlier than the interest rate (i) with respect to any then outstanding Tranche B Term Loans (if any) plus 0.75% per annum unless the interest rate applicable to the applicable Tranche B Term Loans Incremental Facility that is increased so that the interest rate applicable to the Incremental Tranche B Facility does not exceed the interest rate applicable to the applicable Tranche B Term Loans by more than 0.75% per annum; provided that in determining the applicable interest rates applicable to loans and/or commitments incurred pursuant to each of the Incremental Term Loans, the Tranche A Term Loans and any Tranche B Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of the Tranche A Term Loans, any Tranche B Term Loans or the Incremental Term Facility, in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), but in each case, exclusive of any arrangement, structuring or other fees payable in connection with such Incremental Term Loans and (y) if the Incremental Term Facility includes an interest rate floor different than any interest rate floor applicable to the Tranche A Term Loans or any Tranche B Term Loans, such difference shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin under Revolving Credit Facility, the Tranche A Term Loans or any Tranche B Term Loans, shall be required, Revolver Maturity Date and (ii) after giving pro forma effect with respect to the incurrence of Indebtedness on such Increased any Incremental Facility Activation Date (assuming any increase in commitments under the Revolving Facility were fully drawn)structured as a separate term loan tranche, the Borrower shall be in compliance with the covenants set forth in Section 7.1 recomputed as of the last day of the most recently ended four quarters periodTerm Loan Maturity Date, (iii) (xd) the weighted average life to maturity of any Incremental Term Facility (other than any Tranche B Term Loans) structured as a separate term loan tranche shall not be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche A Term Loan, (e) the loans and/or commitments established pursuant to this Section 2.5 shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Credit Documents (y) including the weighted average life to maturity same voting rights as the existing Revolving Loans (in the case of any Incremental Facility consisting of additional commitments under the Revolving Credit Facility) and the Term Facility that consists Loan (in the case of any Tranche B Term Loans Incremental Facility structured as a separate term loan tranche), and shall be not shorter than entitled to receive proceeds of prepayments on the then remaining weighted average life to maturity same basis as the existing Revolving Loans (in the case of the then-existing Tranche B Term Loans, (iv) any Incremental Tranche B Facility may have customary call-protection, including “soft-call” protection consisting of additional commitments under the Revolving Credit Facility) and the Term Loan (in connection with any repricing transaction, (v) the case of any Incremental Tranche B Facility may also, to the extent so provided in the applicable Increased Facility Activation Notice, specify whether (v) the applicable Tranche B Term Lenders shall have any voting rights in respect of the financial covenants under this Agreement (including, without limitation, Section 7.1 hereof) (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such voting rights, all then outstanding Tranche B Term Loans shall also have similar voting rightsstructured as a separate term loan tranche), (wf) any breach of such covenants would result Incremental Facility shall be in a Default minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof, (g) the Incremental Facility shall be obtained from existing Lenders or Event of Default for such Tranche B Term Lenders prior to an acceleration of Commitments and/or Loans by the applicable Lenders from other banks, financial institutions or investment funds, in each case in accordance with the terms hereof as a result of such breach (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such a default, all then outstanding Tranche B Term Loans shall also have a similar default)set forth below, (xh) any such Tranche B Term the proceeds of the Additional Loans will be subject to an Excess Cash Flow mandatory prepayment based on a percentage (with step-downs in such percentage) of Excess Cash Flow to be specified in used for the applicable Increased Facility Activation Notice (it being understood that any such prepayment may apply to all then outstanding Term Loans also on a ratable basis) and (y) the applicable Tranche B Term Lenders shall be subject to any other representations and warranties, covenants or events of default that are different from the terms set forth in this Agreement as of the date of the incurrence of such Indebtedness but are customary for “B” term loans at the time of incurrence thereof; provided, that, such Tranche B Term Loans shall not have representations and warranties, covenants or events of default that are more restrictive, taken as a whole, than the representations and warranties, covenants or events of default set forth in this Agreement as of the date of incurrence of such Indebtedness unless such representations and warranties, covenants or events of default apply also to all other then outstanding Term Loans or only apply after the latest maturity date then applicable to any Tranche B Term Loans) and (z) such Incremental Term Loans which are Tranche B Term Loans will have a minimum amount for assignments in the amount of $500,000 (unless an exception purposes set forth in Section 10.6 applies)3.11, (vii) no Incremental Term Loans or increased Revolving Commitments the Borrower shall be execute a Note in favor of any new Lender that requests a Note, (xj) secured by any collateral that is not Collateral securing this Agreement as the conditions to Extensions of the date of incurrence of such Indebtedness or Credit in Section 4.2 shall have been satisfied, (y) guaranteed by any guarantor that is not a Guarantor of this Agreement as of the date of incurrence of such Indebtedness and (viik) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, as of the date of such legal opinionsIncremental Facility and, board resolutionsafter giving effect to any new Additional Loans thereunder on a Pro Forma Basis, officers’ certificatesthe Credit Parties will be in compliance with the financial covenants set forth in Section 5.9 and no Default or Event of Default shall exist, reaffirmation agreements and (l) the Administrative Agent shall receive an opinion of counsel to the Credit Parties and such other documentation as it deems reasonable necessary to effectuate the Incremental Facility, all in form and substance satisfactory to the Administrative Agent. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of the Incremental Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. Notwithstanding the foregoingThe Administrative Agent is authorized to enter into, (i) the aggregate amount of borrowings of Incremental Term Loans and the aggregate amount of incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed the difference between (A) the Maximum Incremental Amount and (B) the cumulative amount of Indebtedness incurred pursuant to Section 7.2(k) and (ii) without the consent on behalf of the Administrative AgentLenders, any amendment to (xor amendment and restatement of) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 and (y) no more than 5 Increased Facility Closing Dates Credit Agreement or any other Credit Document as may be selected by necessary to incorporate the Borrower after terms of the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretionIncremental Facility therein.

Incremental Facilities. Borrower may, at any time, by notice to the Agent, establish additional term loan facilities (athe “Incremental Facilities”) The Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make, obtain or increase under the Loan Documents in an aggregate principal amount of their up to $100,000,000, provided that no Default exists which is continuing, the Borrower is in pro forma compliance with all financial covenants hereunder and borrowings under the Incremental Term Facilities would not require any other Indebtedness (other than the Loans or Revolving Commitments, as applicable, and the Incremental Facilities) to be secured by executing and delivering any Collateral securing the Obligations (except to the Administrative Agents an Increased Facility Activation Notice specifying extent such Lien is permitted under the provisions of Section 8.2 hereof). The Incremental Facilities will be effected as term loan facilities which will mature and amortize in a manner reasonably acceptable to the Agent, but will not in any event have a shorter average life than the Term Loan B borrowings hereunder. The Incremental Facilities (i) will rank pari passu in right of payment and security with the amount of such increase other Obligations and the Facility or Facilities involved, (ii) except as set forth above, will be treated substantially the applicable Increased Facility Closing Date, same as (iii) and in the case of Incremental Term Loans, (xany event no more favorably than) the applicable Incremental Term Maturity Date, Loan B borrowings hereunder (y) the amortization schedule for such Incremental Term Loans, which shall comply with Section 2.3(b) and (z) the Applicable Margin for such Incremental Term Loans; provided, that (i) (I) the interest rate margins including with respect to any Incremental Tranche A Facility shall not be greater than the interest rate with respect to any then outstanding Tranche A Term Loans plus 0.75% per annum unless the interest rate applicable to the applicable Tranche A Term Loans is increased so that the interest rate applicable to the Incremental Tranche A Facility does not exceed the interest rate applicable to the applicable Tranche A Term Loans by more than 0.75% per annum mandatory and (II) the interest rate margins with respect to any Incremental Tranche B Facility shall not be greater than the interest rate with respect to any then outstanding Tranche B Term Loans (if any) plus 0.75% per annum unless the interest rate applicable to the applicable Tranche B Term Loans is increased so that the interest rate applicable to the Incremental Tranche B Facility does not exceed the interest rate applicable to the applicable Tranche B Term Loans by more than 0.75% per annumvoluntary prepayments and collateral and guarantee position); provided that in determining the Incremental Facilities may provide for material additional or different financial or other covenants applicable only during periods after the Term Loan B Maturity Date. The applicable interest rates applicable to loans and/or commitments incurred pursuant to each of rate for the Incremental Term Loans, the Tranche A Term Loans and any Tranche B Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of the Tranche A Term Loans, any Tranche B Term Loans or the Incremental Term Facility, in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), but in each case, exclusive of any arrangement, structuring or other fees payable in connection with such Incremental Term Loans and (y) if the Incremental Term Facility includes an interest rate floor different than any interest rate floor applicable to the Tranche A Term Loans or any Tranche B Term Loans, such difference shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin under the Tranche A Term Loans or any Tranche B Term Loans, shall be required, (ii) after giving pro forma effect to the incurrence of Indebtedness on such Increased Facility Activation Date (assuming any increase in commitments under the Revolving Facility were fully drawn), the Borrower shall be in compliance with the covenants set forth in Section 7.1 recomputed as of the last day of the most recently ended four quarters period, (iii) (x) the weighted average life to maturity of any Incremental Term Facility (other than any Tranche B Term Loans) shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche A Term Loans and (y) the weighted average life to maturity of any Incremental Term Facility that consists of any Tranche B Term Loans shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche B Term Loans, (iv) any Incremental Tranche B Facility may have customary call-protection, including “soft-call” protection in connection with any repricing transaction, (v) any Incremental Tranche B Facility may also, to the extent so provided in the applicable Increased Facility Activation Notice, specify whether (v) the applicable Tranche B Term Lenders shall have any voting rights in respect of the financial covenants under this Agreement (including, without limitation, Section 7.1 hereof) (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such voting rights, all then outstanding Tranche B Term Loans shall also have similar voting rights), (w) any breach of such covenants would result in a Default or Event of Default for such Tranche B Term Lenders prior to an acceleration of Commitments and/or Loans by the applicable Lenders in accordance with the terms hereof as a result of such breach (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such a default, all then outstanding Tranche B Term Loans shall also have a similar default), (x) any such Tranche B Term Loans will be subject to an Excess Cash Flow mandatory prepayment based on a percentage (with step-downs in such percentage) of Excess Cash Flow to be specified in the applicable Increased Facility Activation Notice (it being understood that any such prepayment may apply to all then outstanding Term Loans also on a ratable basis) and (y) the applicable Tranche B Term Lenders shall be subject to any other representations and warranties, covenants or events of default that are different from the terms set forth in this Agreement as of the date of the incurrence of such Indebtedness but are customary for “B” term loans at the time of incurrence thereof; provided, that, such Tranche B Term Loans shall not have representations and warranties, covenants or events of default that are more restrictive, taken as a whole, than the representations and warranties, covenants or events of default set forth in this Agreement as of the date of incurrence of such Indebtedness unless such representations and warranties, covenants or events of default apply also to all other then outstanding Term Loans or only apply after the latest maturity date then applicable to any Tranche B Term Loans) and (z) such Incremental Term Loans which are Tranche B Term Loans will have a minimum amount for assignments in the amount of $500,000 (unless an exception set forth in Section 10.6 applies), (vi) no Incremental Term Loans or increased Revolving Commitments shall be (x) secured by any collateral that is not Collateral securing this Agreement as of the date of incurrence of such Indebtedness or (y) guaranteed by any guarantor that is not a Guarantor of this Agreement as of the date of incurrence of such Indebtedness and (vii) the Administrative Agent shall have received such legal opinions, board resolutions, officers’ certificates, reaffirmation agreements and other documentation as it shall reasonably request. Notwithstanding the foregoing, (i) the aggregate amount of borrowings of Incremental Term Loans and the aggregate amount of incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph Facilities shall not exceed the difference between (A) applicable interest rate for the Maximum Term Loan B borrowings hereunder by more than 25 basis points unless the applicable interest rate for the Term Loan B borrowings hereunder are concurrently increased to be no less than 25 basis points less than the pricing of the Incremental Amount and (B) the cumulative amount of Indebtedness incurred Facilities. The Incremental Facilities will be effected pursuant to Section 7.2(k) an amendment to the Loan Documents entered into among the Borrower, the Agent and (ii) without the Incremental Facility lenders, which will not require the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 and (y) no more than 5 Increased Facility Closing Dates may be selected by the Borrower after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretionother Lenders.

Incremental Facilities. (a) The Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Term Loans (such increased amount, the “Incremental Term Loans or Revolving Commitments, as applicableLoans”), by executing and delivering to the Administrative Agents Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involved, (ii) the applicable Increased Facility Closing Date, Date and (iii) in the case of Incremental Term Loans, (x) the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans, which shall comply with Section 2.3(b) ), and (z) the Applicable Margin for such Incremental Term Loans,); provided, provided that (i) (IA) the final maturity date of any Incremental Term Loans shall be no earlier than the Tranche B Maturity Date, (B) the average life to maturity of the Incremental Term Loans shall be no shorter than the remaining average life to maturity of the Tranche B Term Loans, and (C) if the total yield (calculated for both the Incremental Term Loans and the Tranche B Term Loans, including the upfront fees, any interest rate margins with floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect to of any Incremental Tranche A Facility shall not be greater than the interest rate with respect to any then outstanding Tranche A Term Loans plus 0.75% per annum unless the interest rate applicable to the applicable Tranche A Term Loans is increased so that the interest rate applicable to the Incremental Tranche A Facility does not exceed the interest rate applicable to the applicable Tranche A Term Loans exceeds by more than 0.750.50% per annum and (II) the interest rate margins with respect to any Incremental Tranche B Facility shall not be greater than total yield for the interest rate with respect to any then outstanding existing Tranche B Term Loans (if any) plus 0.75% per annum unless it being understood that any such increase may take the interest rate applicable to the applicable Tranche B Term Loans is increased so that the interest rate applicable to the Incremental Tranche B Facility does not exceed the interest rate applicable to the applicable Tranche B Term Loans by more than 0.75% per annum; provided that in determining the applicable interest rates applicable to loans and/or commitments incurred pursuant to each form of the Incremental Term Loans, the Tranche A Term Loans and any Tranche B Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of the Tranche A Term Loans), any Tranche B Term Loans or the Incremental Term Facility, in the initial primary syndication thereof shall be included (with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), but in each case, exclusive of any arrangement, structuring or other fees payable in connection with such Incremental Term Loans and (y) if the Incremental Term Facility includes an interest rate floor different than any interest rate floor applicable to Applicable Margin for the Tranche A Term Loans or any Tranche B Term Loans, such difference shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin under the Tranche A Term Loans or any Tranche B Term Loans, shall be required, (ii) after giving pro forma effect to the incurrence of Indebtedness on such Increased Facility Activation Date (assuming any increase in commitments under the Revolving Facility were fully drawn), the Borrower shall be in compliance with the covenants set forth in Section 7.1 recomputed as of the last day of the most recently ended four quarters period, (iii) (x) the weighted average life to maturity of any Incremental Term Facility (other than any Tranche B Term Loans) shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche A Term Loans and (y) the weighted average life to maturity of any Incremental Term Facility that consists of any Tranche B Term Loans shall be not shorter increased so that the total yield in respect of such Incremental Term Loans is no more than 0.50% higher than the then remaining weighted average life to maturity of total yield for the then-existing Tranche B Term Loans, (iv) any Incremental Tranche B Facility may have customary call-protection, including “soft-call” protection in connection with any repricing transaction, (v) any Incremental Tranche B Facility may also, to the extent so provided in the applicable Increased Facility Activation Notice, specify whether (v) the applicable Tranche B Term Lenders shall have any voting rights in respect of the financial covenants under this Agreement (including, without limitation, Section 7.1 hereof) (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such voting rights, all then outstanding Tranche B Term Loans shall also have similar voting rights), (w) any breach of such covenants would result in a Default or Event of Default for such Tranche B Term Lenders prior to an acceleration of Commitments and/or Loans by the applicable Lenders in accordance with the terms hereof as a result of such breach (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such a default, all then outstanding Tranche B Term Loans shall also have a similar default), (x) any such Tranche B Term Loans will be subject to an Excess Cash Flow mandatory prepayment based on a percentage (with step-downs in such percentage) of Excess Cash Flow to be specified in the applicable Increased Facility Activation Notice (it being understood that any such prepayment may apply to all then outstanding Term Loans also on a ratable basis) and (y) the applicable Tranche B Term Lenders shall be subject to any other representations and warranties, covenants or events of default that are different from the terms set forth in this Agreement as of the date of the incurrence of such Indebtedness but are customary for “B” term loans at the time of incurrence thereof; provided, that, such Tranche B Term Loans shall not have representations and warranties, covenants or events of default that are more restrictive, taken as a whole, than the representations and warranties, covenants or events of default set forth in this Agreement as of the date of incurrence of such Indebtedness unless such representations and warranties, covenants or events of default apply also to all other then outstanding Term Loans or only apply after the latest maturity date then applicable to any Tranche B Term Loans) and (z) such Incremental Term Loans which are Tranche B Term Loans will have a minimum amount for assignments in the amount of $500,000 (unless an exception set forth in Section 10.6 applies), (vi) no Incremental Term Loans or increased Revolving Commitments shall be (x) secured by any collateral that is not Collateral securing this Agreement as of the date of incurrence of such Indebtedness or (y) guaranteed by any guarantor that is not a Guarantor of this Agreement as of the date of incurrence of such Indebtedness and (vii) the Administrative Agent shall have received such legal opinions, board resolutions, officers’ certificates, reaffirmation agreements and other documentation as it shall reasonably request. Notwithstanding the foregoing, (i) the aggregate amount of borrowings of Incremental Term Loans and shall not exceed $50,000,000, provided that, the aggregate amount of incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph such borrowings of Incremental Term Loans shall not exceed $35,000,000 without consent of the difference between (A) the Maximum Incremental Amount and (B) the cumulative amount of Indebtedness incurred pursuant to Section 7.2(k) Required Lenders and (ii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 and (y) no more than 5 Increased Facility Closing Dates may be selected by the Borrower after the Closing Date5,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.

Incremental Facilities. (a) The documentation relating to the Exit Term Loan Facility will permit the Borrower and any to add one or more Lenders (including New Lenders) may from time incremental term loan facilities to time agree that such Lenders shall make, obtain or the Exit Term Loan Facility and/or increase the amount of their Exit Term Loan Facility (each an “Incremental Term Loans or Revolving Commitments, as applicable, by executing and delivering to Facility”); provided that the Administrative Agents an Increased Facility Activation Notice specifying Incremental Term Facilities do not exceed in the aggregate (i1) $25 million plus (2) the amount sum of (A) all voluntary prepayments of Loans prior to or simultaneous with the incurrence 1 This summary of the indicative principal terms and conditions shall not constitute or give rise to any express or implied commitment or obligation of, or engagement of, any person to provide, arrange, underwrite or participate in the Exit Term Loan Facility. of such increase and Incremental Facility (subject to customary exclusions) plus (B) additional unlimited amounts subject to pro forma compliance with the Facility or Facilities involvedFinancial Covenant and, (ii) the applicable Increased Facility Closing Date, (iii) in the case of any Incremental Term LoansFacility secured on a pari passu basis with the Exit Term Loan Facility, the Net First Lien Leverage Ratio (xto be defined, but with netting to be capped at $10 million of unrestricted cash) the applicable Incremental Term Maturity Date, (y) the amortization schedule for on a pro forma basis after giving effect to such Incremental Term Loans, which shall comply Facility does not exceed 1.50:1.00. The All-In Yield (to be defined) applicable to any Incremental Term Facility secured on a pari passu basis with Section 2.3(b) liens securing the Exit Term Loan Facility will be determined by the Borrower and the lenders providing such Incremental Facility; provided that the All-In Yield will not be more than 0.50% higher than the corresponding All-In Yield for the applicable existing Exit Term Loan Facility (z) calculated in the Applicable Margin for same manner and after giving effect to any amendment to interest rate margins under such existing Exit Term Loan Facility after the Closing Date but prior to the time of the addition of such Incremental Term Loans; provided, that (iFacility) (I) unless the interest rate margins with respect to any the applicable existing Exit Term Loan Facility are increased by an amount equal to the difference between the All-In Yield with respect to such Incremental Tranche A Term Facility and the corresponding All-In Yield on the applicable existing Exit Term Loan Facility minus 0.50%; provided, further, that this paragraph shall not be greater than the interest rate with respect to any then outstanding Tranche A Term Loans plus 0.75% per annum unless the interest rate applicable to the applicable Tranche A Term Loans is increased so that the interest rate applicable to the Incremental Tranche A Facility does not exceed the interest rate applicable to the applicable Tranche A Term Loans by more than 0.75% per annum and (II) the interest rate margins with respect to any Incremental Tranche B Facility shall not be greater than the interest rate with respect to any then outstanding Tranche B Term Loans (if any) plus 0.75% per annum unless the interest rate applicable to the applicable Tranche B Term Loans is increased so that the interest rate applicable to the Incremental Tranche B Facility does not exceed the interest rate applicable to the applicable Tranche B Term Loans by more than 0.75% per annum; provided that in determining the applicable interest rates applicable to loans and/or commitments incurred pursuant to each of the Incremental Term Loans, the Tranche A Term Loans and any Tranche B Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of the Tranche A Term Loans, any Tranche B Term Loans or the Incremental Term Facility, in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), but in each case, exclusive of any arrangement, structuring or other fees payable in connection with such Incremental Term Loans and (y) if the Incremental Term Facility includes an interest rate floor different than any interest rate floor applicable to the Tranche A Term Loans or any Tranche B Term Loans, such difference shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin under the Tranche A Term Loans or any Tranche B Term Loans, shall be required, (ii) after giving pro forma effect to the incurrence of Indebtedness on such Increased Facility Activation Date (assuming any increase in commitments under the Revolving Facility were fully drawn), the Borrower shall be in compliance with the covenants set forth in Section 7.1 recomputed as of the last day of the most recently ended four quarters period, (iii) (x) the weighted average life to maturity of any Incremental Term Facility (other than any Tranche B Term Loans) shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche A Term Loans and (y) the weighted average life to maturity of any Incremental Term Facility that consists of any Tranche B Term Loans shall be not shorter is incurred more than the then remaining weighted average life to maturity of the then-existing Tranche B Term Loans, (iv) any Incremental Tranche B Facility may have customary call-protection, including “soft-call” protection in connection with any repricing transaction, (v) any Incremental Tranche B Facility may also, to the extent so provided in the applicable Increased Facility Activation Notice, specify whether (v) the applicable Tranche B Term Lenders shall have any voting rights in respect of the financial covenants under this Agreement (including, without limitation, Section 7.1 hereof) (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such voting rights, all then outstanding Tranche B Term Loans shall also have similar voting rights), (w) any breach of such covenants would result in a Default or Event of Default for such Tranche B Term Lenders prior to an acceleration of Commitments and/or Loans by the applicable Lenders in accordance with the terms hereof as a result of such breach (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such a default, all then outstanding Tranche B Term Loans shall also have a similar default), (x) any such Tranche B Term Loans will be subject to an Excess Cash Flow mandatory prepayment based on a percentage (with step-downs in such percentage) of Excess Cash Flow to be specified in the applicable Increased Facility Activation Notice (it being understood that any such prepayment may apply to all then outstanding Term Loans also on a ratable basis) and (y) the applicable Tranche B Term Lenders shall be subject to any other representations and warranties, covenants or events of default that are different from the terms set forth in this Agreement as of the date of the incurrence of such Indebtedness but are customary for “B” term loans at the time of incurrence thereof; provided, that, such Tranche B Term Loans shall not have representations and warranties, covenants or events of default that are more restrictive, taken as a whole, than the representations and warranties, covenants or events of default set forth in this Agreement as of the date of incurrence of such Indebtedness unless such representations and warranties, covenants or events of default apply also to all other then outstanding Term Loans or only apply after the latest maturity date then applicable to any Tranche B Term Loans) and (z) such Incremental Term Loans which are Tranche B Term Loans will have a minimum amount for assignments in the amount of $500,000 (unless an exception set forth in Section 10.6 applies), (vi) no Incremental Term Loans or increased Revolving Commitments shall be (x) secured by any collateral that is not Collateral securing this Agreement as of the date of incurrence of such Indebtedness or (y) guaranteed by any guarantor that is not a Guarantor of this Agreement as of the date of incurrence of such Indebtedness and (vii) the Administrative Agent shall have received such legal opinions, board resolutions, officers’ certificates, reaffirmation agreements and other documentation as it shall reasonably request. Notwithstanding the foregoing, (i) the aggregate amount of borrowings of Incremental Term Loans and the aggregate amount of incremental Revolving Commitments obtained 12 months after the Closing Date pursuant to this paragraph shall not exceed the difference between (A) the Maximum Incremental Amount and (B) the cumulative amount of Indebtedness incurred pursuant to Section 7.2(k) and (ii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 and (y) no more than 5 Increased Facility Closing Dates may be selected by the Borrower after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretionas defined below).

Incremental Facilities. (a) The Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Incremental Term Loans or Revolving Commitments, as applicable, by executing and delivering to the Administrative Agents an Increased Facility Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involved, (ii) the applicable Increased Facility Closing Date, (iii) in the case of Incremental Term Loans, (x) the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans, which shall comply with Section 2.3(b) and (z) the Applicable Margin for such Incremental Term Loans; provided, that (i) (I) the interest rate margins with respect to any Incremental Tranche A Facility shall not be greater than the interest rate with respect to any then outstanding Tranche A Term Loans plus 0.75% per annum unless the interest rate applicable to the applicable Tranche A Term Loans is increased so that the interest rate applicable to the Incremental Tranche A Facility does not exceed the interest rate applicable to the applicable Tranche A Term Loans by more than 0.75% per annum and (II) the interest rate margins with respect to any Incremental Tranche B Facility shall not be greater than the interest rate with respect to any then outstanding Tranche B Term Loans (if any) plus 0.75% per annum unless the interest rate applicable to the applicable Tranche B Term Loans is increased so that the interest rate applicable to the Incremental Tranche B Facility does not exceed the interest rate applicable to the applicable Tranche B Term Loans by more than 0.75% per annum; provided that in determining the applicable interest rates applicable to loans and/or commitments incurred pursuant to each of the Incremental Term Loans, the Tranche A Term Loans and any Tranche B Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of the Tranche A Term Loans, any Tranche B Term Loans or the Incremental Term Facility, in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), but in each case, exclusive of any arrangement, structuring or other fees payable in connection with such Incremental Term Loans and (y) if the Incremental Term Facility includes an interest rate floor different than any interest rate floor applicable to the Tranche A Term Loans or any Tranche B Term Loans, such difference shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin under the Tranche A Term Loans or any Tranche B Term Loans, shall be required, (ii) after giving pro forma effect to the incurrence of Indebtedness on such Increased Facility Activation Date (assuming any increase in commitments under the Revolving Facility were fully drawn), the Borrower shall be in compliance with the covenants set forth in Section 7.1 recomputed as of the last day of the most recently ended four quarters period, (iii) (x) the weighted average life to maturity of any Incremental Term Facility (other than any Tranche B Term Loans) shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche A Term Loans and (y) the weighted average life to maturity of any Incremental Term Facility that consists of any Tranche B Term Loans shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche B Term Loans, (iv) any Incremental Tranche B Facility may have customary call-protection, including “soft-call” protection in connection with any repricing transaction, (v) any Incremental Tranche B Facility may also, to the extent so provided in the applicable Increased Facility Activation Notice, specify whether (v) the applicable Tranche B Term Lenders shall have any voting rights in respect of the financial covenants under this Agreement (including, without limitation, Section 7.1 hereof) (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such voting rights, all then outstanding Tranche B Term Loans shall also have similar voting rights), (w) any breach of such covenants would result in a Default or Event of Default for such Tranche B Term Lenders prior to an acceleration of Commitments and/or Loans by the applicable Lenders in accordance with the terms hereof as a result of such breach (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such a default, all then outstanding Tranche B Term Loans shall also have a similar default), (x) any such Tranche B Term Loans will be subject to an Excess Cash Flow mandatory prepayment based on a percentage (with step-downs in such percentage) of Excess Cash Flow to be specified in the applicable Increased Facility Activation Notice (it being understood that any such prepayment may apply to all then outstanding Term Loans also on a ratable basis) and (y) the applicable Tranche B Term Lenders shall be subject to any other representations and warranties, covenants or events of default that are different from the terms set forth in this Agreement as of the date of the incurrence of such Indebtedness but are customary for “B” term loans at the time of incurrence thereof; provided, that, such Tranche B Term Loans shall not have representations and warranties, covenants or events of default that are more restrictive, taken as a whole, than the representations and warranties, covenants or events of default set forth in this Agreement as of the date of incurrence of such Indebtedness unless such representations and warranties, covenants or events of default apply also to all other then outstanding Term Loans or only apply after the latest maturity date then applicable to any Tranche B Term Loans) and (z) such Incremental Term Loans which are Tranche B Term Loans will have a minimum amount for assignments in the amount of $500,000 (unless an exception set forth in Section 10.6 applies), (vi) no Incremental Term Loans or increased Revolving Commitments shall be (x) secured by any collateral that is not Collateral securing this Agreement as of the date of incurrence of such Indebtedness or (y) guaranteed by any guarantor that is not a Guarantor of this Agreement as of the date of incurrence of such Indebtedness and (vii) the Administrative Agent shall have received such legal opinions, board resolutions, officers’ certificates, reaffirmation agreements and other documentation as it shall reasonably request. Notwithstanding the foregoing, (i) the aggregate amount of borrowings of Incremental Term Loans and the aggregate amount of incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed the difference between (A) the Maximum Incremental Amount and (B) the cumulative amount of Indebtedness incurred pursuant to Section 7.2(k) and (ii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 and (y) no more than 5 Increased Facility Closing Dates may be selected by the Borrower after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.applicable

Incremental Facilities. (a) The Parent Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Incremental Term Loans (an “Incremental Term Loan Facility”) or Revolving Credit Commitments (“Increased Revolving Credit Commitments”; together with any Incremental Term Loan Facility, the “Incremental Facilities”), as applicable, by executing and delivering to the Administrative Agents Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involvedincrease, (ii) the applicable Increased Facility Closing Date, (iii) in the case of Incremental Term Loans, (x) the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans, which shall comply with Section 2.3(b) and (z) the Applicable Margin for such Incremental Term Loans; provided, provided that (i) no Default Event of Default exists or would exist after giving effect to such Incremental Facility and the incurrence of any Loans thereunder on the applicable Increased Facility Closing Date, (Iii) the maturity date and Weighted Average Life to Maturity of any such Incremental Term Loan Facility shall be no earlier than (or the same as) the maturity date and Weighted Average Life to Maturity, respectively, of the Tranche A Term Loans, (iii) the interest rate margins with respect rates and amortization schedule applicable to any Incremental Tranche A Term Loan Facility shall not be greater than determined by the interest rate with respect Parent Borrower and the lenders thereunder and (iv) any Increased Revolving Credit Commitments shall be on terms and pursuant to any then outstanding Tranche A Term Loans plus 0.75% per annum unless the interest rate documentation applicable to the applicable Tranche A Revolving Credit Facility (including the maturity date in respect thereof) and any Incremental Term Loans is increased so that the interest rate applicable Loan Facility shall be on terms and pursuant to documentation, to the Incremental Tranche A Facility does extent such terms and documentation are not exceed consistent with, in the interest rate applicable to the applicable Tranche A Term Loans by more than 0.75% per annum and (II) the interest rate margins with respect to any Incremental Tranche B Facility shall not be greater than the interest rate with respect to any then outstanding Tranche B Term Loans (if any) plus 0.75% per annum unless the interest rate applicable to the applicable Tranche B Term Loans is increased so that the interest rate applicable to the Incremental Tranche B Facility does not exceed the interest rate applicable to the applicable Tranche B Term Loans by more than 0.75% per annum; provided that in determining the applicable interest rates applicable to loans and/or commitments incurred pursuant to each case of the an Incremental Term LoansLoan Facility, the Tranche A Term Loan Facility (except to the extent permitted by clause (ii) and (iii) above), reasonably satisfactory to the Administrative Agent (including as to the identity of the New Lenders); provided, that if the total yield (calculated for both the Incremental Term Loans and any Tranche B the existing Term Loans, including the upfront fees, any interest rate floors and any OID (xas defined below), but excluding any arrangement, structuring, syndication or other similar fees paid by the Parent Borrower) in respect of any Incremental Term Loans exceeds the total yield for the existing Term Loans (it being understood that any such increase may take the form of original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of the Tranche A Term Loans), any Tranche B Term Loans or the Incremental Term Facility, in the initial primary syndication thereof shall be included (with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity)) by more than 0.50% per annum, but the Applicable Margin for the existing Term Loans shall be increased so that the total yield in each case, exclusive respect of any arrangement, structuring or other fees payable in connection with such Incremental Term Loans and (y) if is 0.50% per annum greater than the Incremental Term Facility includes an interest rate floor different than any interest rate floor applicable to total yield for the Tranche A Term Loans or any Tranche B existing Term Loans, such difference shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin under the Tranche A Term Loans or any Tranche B Term Loans, shall be required, (ii) after giving pro forma effect to the incurrence of Indebtedness on such Increased Facility Activation Date (assuming any increase in commitments under the Revolving Facility were fully drawn), the Borrower shall be in compliance with the covenants set forth in Section 7.1 recomputed as of the last day of the most recently ended four quarters period, (iii) (x) the weighted average life to maturity of any Incremental Term Facility (other than any Tranche B Term Loans) shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche A Term Loans and (y) the weighted average life to maturity of any Incremental Term Facility that consists of any Tranche B Term Loans shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche B Term Loans, (iv) any Incremental Tranche B Facility may have customary call-protection, including “soft-call” protection in connection with any repricing transaction, (v) any Incremental Tranche B Facility may also, to the extent so provided in the applicable Increased Facility Activation Notice, specify whether (v) the applicable Tranche B Term Lenders shall have any voting rights in respect of the financial covenants under this Agreement (including, without limitation, Section 7.1 hereof) (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such voting rights, all then outstanding Tranche B Term Loans shall also have similar voting rights), (w) any breach of such covenants would result in a Default or Event of Default for such Tranche B Term Lenders prior to an acceleration of Commitments and/or Loans by the applicable Lenders in accordance with the terms hereof as a result of such breach (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such a default, all then outstanding Tranche B Term Loans shall also have a similar default), (x) any such Tranche B Term Loans will be subject to an Excess Cash Flow mandatory prepayment based on a percentage (with step-downs in such percentage) of Excess Cash Flow to be specified in the applicable Increased Facility Activation Notice (it being understood that any such prepayment may apply to all then outstanding Term Loans also on a ratable basis) and (y) the applicable Tranche B Term Lenders shall be subject to any other representations and warranties, covenants or events of default that are different from the terms set forth in this Agreement as of the date of the incurrence of such Indebtedness but are customary for “B” term loans at the time of incurrence thereof; provided, that, such Tranche B Term Loans shall not have representations and warranties, covenants or events of default that are more restrictive, taken as a whole, than the representations and warranties, covenants or events of default set forth in this Agreement as of the date of incurrence of such Indebtedness unless such representations and warranties, covenants or events of default apply also to all other then outstanding Term Loans or only apply after the latest maturity date then applicable to any Tranche B Term Loans) and (z) such Incremental Term Loans which are Tranche B Term Loans will have a minimum amount for assignments in the amount of $500,000 (unless an exception set forth in Section 10.6 applies), (vi) no Incremental Term Loans or increased Revolving Commitments shall be (x) secured by any collateral that is not Collateral securing this Agreement as of the date of incurrence of such Indebtedness or (y) guaranteed by any guarantor that is not a Guarantor of this Agreement as of the date of incurrence of such Indebtedness and (vii) the Administrative Agent shall have received such legal opinions, board resolutions, officers’ certificates, reaffirmation agreements and other documentation as it shall reasonably request. Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of borrowings of Incremental Term Loans and the aggregate amount of incremental Increased Revolving Credit Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed the difference between (A) the Maximum Incremental Amount and (B) the cumulative amount of Indebtedness incurred pursuant to Section 7.2(k) $100,000,000 and (ii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 and (y) no more than 5 Increased Facility Closing Dates may be selected by the Borrower after the Closing Date10,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.

Incremental Facilities. (a) The Borrower and may, at any one or more Lenders (including New Lenders) may from time after the Effective Date but prior to time agree that such Lenders shall make, obtain or increase the amount Termination Date in respect of their Incremental Term Loans or Revolving Commitments, as applicablethe applicable Facility, by executing and delivering written notice to the Administrative Agents Agent, request an Increased Facility Activation Notice specifying (i) increase in the amount of such increase and the Revolving Credit Facility or Facilities involvedthe Term Facility (each such facility increase being a "FACILITY INCREASE") in an aggregate principal amount not to exceed $75,000,000 for all Facility Increases, (ii) each of which to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect in respect of the applicable Increased Facility Closing Date(for each such Facility Increase, (iiithe "INCREASE DATE") as specified in the case of Incremental Term Loans, (x) related notice to the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans, which shall comply with Section 2.3(b) and (z) the Applicable Margin for such Incremental Term LoansAdministrative Agent; provided, however, that (i) in no event shall any Facility Increase be in a principal amount of less than $15,000,000 (I) the interest rate margins with respect to any Incremental Tranche A Facility shall not be greater than the interest rate with respect to any then outstanding Tranche A Term Loans plus 0.75% per annum unless the interest rate applicable to the applicable Tranche A Term Loans is increased so that the interest rate applicable to the Incremental Tranche A Facility does not exceed the interest rate applicable to the applicable Tranche A Term Loans by more than 0.75% per annum and (II) the interest rate margins with respect to any Incremental Tranche B Facility shall not be greater than the interest rate with respect to any then outstanding Tranche B Term Loans (if any) plus 0.75% per annum unless the interest rate applicable to the applicable Tranche B Term Loans is increased so that the interest rate applicable to the Incremental Tranche B Facility does not exceed the interest rate applicable to the applicable Tranche B Term Loans by more than 0.75% per annum; provided that in determining the applicable interest rates applicable to loans and/or commitments incurred pursuant to each of the Incremental Term Loans, the Tranche A Term Loans and any Tranche B Term Loans, (x) original issue discount (“OID”) or upfront fees (which such lesser amount as shall be deemed to constitute like amounts approved by the Administrative Agent) nor shall the aggregate amount of OID) payable by Borrower to the Lenders of the Tranche A Term Loans, any Tranche B Term Loans or the Incremental Term Facility, in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), but in each case, exclusive of any arrangement, structuring or other fees payable in connection with such Incremental Term Loans and (y) if the Incremental Term all Facility includes an interest rate floor different than any interest rate floor applicable to the Tranche A Term Loans or any Tranche B Term Loans, such difference shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin under the Tranche A Term Loans or any Tranche B Term Loans, shall be required, Increases exceed $75,000,000; (ii) there shall be no more than four (4) Facility Increases (or such greater number as shall be approved by the Administrative Agent); (iii) on the Increase Date, the applicable conditions set forth in Section 3.02 and in clause (d) of this Section 2.17 shall be satisfied; (iv) on the Increase Date, after giving pro forma effect to the incurrence of Indebtedness on such Increased Facility Activation Date (assuming any increase in commitments under the Revolving Facility were fully drawn)Increase, the Borrower shall be in pro forma compliance with the all financial covenants set forth in Section 7.1 recomputed as 5.04; (v) on the Increase Date, after giving pro forma effect to such Facility Increase, no Default shall have occurred and be continuing; (vi) any Facility Increase shall have a termination date that is no earlier than the Termination Date in respect of the last day of the most recently ended four quarters period, (iii) (x) the weighted average life to maturity of any Incremental Term applicable Facility (other than any Tranche B Term Loans) shall be not but may have nominal amortization prior to such Termination Date so long as the Weighted Average Life to Maturity of such increase is no shorter than the then remaining weighted average life to maturity of the then-remaining Advances under the applicable Facility); (vii) any Facility Increase will accrue interest at rates determined by the Borrower and the lenders providing such Facility Increase, which rates may be higher or lower than the rates applicable to the Revolving Credit or Term Advances, as applicable, (provided that if the Applicable Margin (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 Facility Increase) relating to any Facility Increase exceeds the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Revolving Credit or Term Advances, as applicable) relating to the Revolving Credit or Term Advances, as applicable, by more than 0.25%, the Applicable Margin relating to the applicable Advances shall be adjusted to be equal to the Applicable Margin (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 Facility Increase) relating to such Facility Increase minus 0.25%); (viii) except as set forth in clause (vi) or (vii) above, any Facility Increase shall be on terms identical to the existing Tranche A applicable Facility; (ix) the existing Lenders shall initially have the right, but not the obligation, to commit to up to their Pro Rata Share (or, if consented to by the Borrower and the Administrative Agent to cover declines by other Lenders, more than their Pro Rata Share) of a Facility Increase ratably based on the applicable Term Loans Commitments of the Term Lenders and Revolving Credit Commitments of the Revolving Credit Lenders; and (yx) the weighted average life to maturity notwithstanding any other provision of any Incremental Term Facility that consists of any Tranche B Term Loans shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche B Term Loans, (iv) any Incremental Tranche B Facility may have customary call-protection, including “soft-call” protection in connection with any repricing transaction, (v) any Incremental Tranche B Facility may also, to the extent so provided in the applicable Increased Facility Activation Notice, specify whether (v) the applicable Tranche B Term Lenders shall have any voting rights in respect of the financial covenants under this Agreement Loan Document (including, without limitation, Section 7.1 hereof) (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such voting rights, all then outstanding Tranche B Term Loans shall also have similar voting rights9.01), (w) any breach of such covenants would result in a Default or Event of Default for such Tranche B Term Lenders prior to an acceleration of Commitments and/or Loans the Loan Documents may be amended by the applicable Lenders in accordance with the terms hereof as a result of such breach (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such a default, all then outstanding Tranche B Term Loans shall also have a similar default), (x) any such Tranche B Term Loans will be subject to an Excess Cash Flow mandatory prepayment based on a percentage (with step-downs in such percentage) of Excess Cash Flow to be specified in the applicable Increased Facility Activation Notice (it being understood that any such prepayment may apply to all then outstanding Term Loans also on a ratable basis) and (y) the applicable Tranche B Term Lenders shall be subject to any other representations and warranties, covenants or events of default that are different from the terms set forth in this Agreement as of the date of the incurrence of such Indebtedness but are customary for “B” term loans at the time of incurrence thereof; provided, that, such Tranche B Term Loans shall not have representations and warranties, covenants or events of default that are more restrictive, taken as a whole, than the representations and warranties, covenants or events of default set forth in this Agreement as of the date of incurrence of such Indebtedness unless such representations and warranties, covenants or events of default apply also to all other then outstanding Term Loans or only apply after the latest maturity date then applicable to any Tranche B Term Loans) and (z) such Incremental Term Loans which are Tranche B Term Loans will have a minimum amount for assignments in the amount of $500,000 (unless an exception set forth in Section 10.6 applies), (vi) no Incremental Term Loans or increased Revolving Commitments shall be (x) secured by any collateral that is not Collateral securing this Agreement as of the date of incurrence of such Indebtedness or (y) guaranteed by any guarantor that is not a Guarantor of this Agreement as of the date of incurrence of such Indebtedness and (vii) the Administrative Agent shall have received such legal opinions, board resolutions, officers’ certificates, reaffirmation agreements and other documentation as it shall reasonably request. Notwithstanding the foregoing, (i) the aggregate amount of borrowings of Incremental Term Loans and the aggregate amount of incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed the difference between (A) the Maximum Incremental Amount and (B) the cumulative amount of Indebtedness incurred pursuant to Section 7.2(k) and (ii) Borrower, if necessary, without the consent of any Lender), to provide for terms applicable to each Facility Increase consistent with the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 and (y) no more than 5 Increased Facility Closing Dates may be selected by the Borrower after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretionterms hereof.

Incremental Facilities. (a) The Company or any Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall (i) make, obtain or increase the amount of their Incremental Term Loans or (ii) during the Revolving Availability Period, make, obtain or increase the amount of their Revolving Commitments, as applicable, by executing and delivering to the Administrative Agents Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involved, (ii) the applicable Increased Facility Closing Date, Date and (iii) in the case of Incremental Term Loans, (x) the applicable Incremental Term Maturity Date, which shall not be prior to the Initial Term Loan Maturity Date, (y) the amortization schedule for such Incremental Term Loans, which shall comply with Section 2.3(b) 2.03, and (z) the Applicable Margin Rate for such Incremental Term Loans; provided, that (i) (I) that, prior to the interest rate margins with twelve month anniversary of the Closing Date, if the all-in yield in respect to of any Incremental Tranche A Facility shall not be greater than the interest rate with respect to any then outstanding Tranche A Term Loans plus 0.75% per annum unless exceeds the interest rate applicable all-in yield for the Initial Term Loans immediately prior to the applicable Tranche A Term Loans is increased so that the interest rate applicable to the effectiveness of such Incremental Tranche A Facility does not exceed the interest rate applicable to the applicable Tranche A Term Loans by more than 0.750.50% per annum (to be determined by the Administrative Agent consistent with generally accepted financial practices, after giving effect to margins, upfront or similar fees, or original issue discount, in each case shared with all lenders or holders thereof and (II) the applicable interest rate margins with respect floors), then the Applicable Rate relating to any Incremental Tranche B Facility shall not be greater than the interest rate with respect to any then outstanding Tranche B Initial Term Loans (if any) plus 0.75% per annum unless the interest rate applicable to the applicable Tranche B Term Loans is increased shall be adjusted so that the interest rate applicable all-in yield relating to the such Incremental Tranche B Facility does Term Loans shall not exceed the interest rate applicable all- in yield relating to the applicable Tranche B Initial Term Loans by more than 0.75% per annum; provided that in determining the applicable interest rates applicable to loans and/or commitments incurred pursuant to each of the Incremental Term Loans, the Tranche A Term Loans and any Tranche B Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of the Tranche A Term Loans, any Tranche B Term Loans or the Incremental Term Facility, in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), but in each case, exclusive of any arrangement, structuring or other fees payable in connection with such Incremental Term Loans and (y) if the Incremental Term Facility includes an interest rate floor different than any interest rate floor applicable to the Tranche A Term Loans or any Tranche B Term Loans, such difference shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin under the Tranche A Term Loans or any Tranche B Term Loans, shall be required, (ii) after giving pro forma effect to the incurrence of Indebtedness on such Increased Facility Activation Date (assuming any increase in commitments under the Revolving Facility were fully drawn), the Borrower shall be in compliance with the covenants set forth in Section 7.1 recomputed as of the last day of the most recently ended four quarters period, (iii) (x) the weighted average life to maturity of any Incremental Term Facility (other than any Tranche B Term Loans) shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche A Term Loans and (y) the weighted average life to maturity of any Incremental Term Facility that consists of any Tranche B Term Loans shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche B Term Loans, (iv) any Incremental Tranche B Facility may have customary call-protection, including “soft-call” protection in connection with any repricing transaction, (v) any Incremental Tranche B Facility may also, to the extent so provided in the applicable Increased Facility Activation Notice, specify whether (v) the applicable Tranche B Term Lenders shall have any voting rights in respect of the financial covenants under this Agreement (including, without limitation, Section 7.1 hereof) (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such voting rights, all then outstanding Tranche B Term Loans shall also have similar voting rights), (w) any breach of such covenants would result in a Default or Event of Default for such Tranche B Term Lenders prior to an acceleration of Commitments and/or Loans by the applicable Lenders in accordance with the terms hereof as a result of such breach (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such a default, all then outstanding Tranche B Term Loans shall also have a similar default), (x) any such Tranche B Term Loans will be subject to an Excess Cash Flow mandatory prepayment based on a percentage (with step-downs in such percentage) of Excess Cash Flow to be specified in the applicable Increased Facility Activation Notice (it being understood that any such prepayment may apply to all then outstanding Term Loans also on a ratable basis) and (y) the applicable Tranche B Term Lenders shall be subject to any other representations and warranties, covenants or events of default that are different from the terms set forth in this Agreement as of the date of the incurrence of such Indebtedness but are customary for “B” term loans at the time of incurrence thereof; provided, that, such Tranche B Term Loans shall not have representations and warranties, covenants or events of default that are more restrictive, taken as a whole, than the representations and warranties, covenants or events of default set forth in this Agreement as of the date of incurrence of such Indebtedness unless such representations and warranties, covenants or events of default apply also to all other then outstanding Term Loans or only apply after the latest maturity date then applicable to any Tranche B Term Loans) and (z) such Incremental Term Loans which are Tranche B Term Loans will have a minimum amount for assignments in the amount of $500,000 (unless an exception set forth in Section 10.6 applies), (vi) no Incremental Term Loans or increased Revolving Commitments shall be (x) secured by any collateral that is not Collateral securing this Agreement as of the date of incurrence of such Indebtedness or (y) guaranteed by any guarantor that is not a Guarantor of this Agreement as of the date of incurrence of such Indebtedness and (vii) the Administrative Agent shall have received such legal opinions, board resolutions, officers’ certificates, reaffirmation agreements and other documentation as it shall reasonably request0.50%. Notwithstanding the foregoing, (i) the aggregate amount of borrowings of Incremental Term Loans and the aggregate amount of incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed the difference between (A) the Maximum Incremental Amount and (B) the cumulative amount of Indebtedness incurred pursuant to Section 7.2(k) and (ii) without the consent of the Administrative AgentRequired Lenders, the sum of (x) the aggregate principal amount of the Incremental Facilities incurred pursuant to this Section 2.24, and (y) the aggregate outstanding principal amount of Incremental Equivalent Debt incurred in reliance on Section 7.03(s) shall not at the time of incurrence of any such Incremental Facilities or Incremental Equivalent Debt (and after giving effect to such incurrence) exceed the Available Incremental Amount at such time, (xii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 20,000,000 (or the Dollar Equivalent thereof) and (yiii) no more than 5 three Increased Facility Closing Dates may be selected by the Borrower Borrowers after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.. (b) Any additional bank, financial institution or other entity which, with the consent of the applicable Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with an Incremental Facility pursuant to the transactions described in Section 2.24(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit F-3, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Unless otherwise agreed by the Administrative Agent, on each Increased Facility Closing Date with respect to the Revolving Facility, the Borrowers shall borrow Revolving Loans under the relevant Revolving Commitments from each Lender participating in the relevant Incremental Revolving Commitment in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurocurrency Rate Loans, of each Eurocurrency Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurocurrency Tranche had been borrowed or effected on such Increased Facility Closing Date and (ii) the aggregate amount of each such Type or

Incremental Facilities. (a) The Borrower and any one or more Lenders (including New Lenders) may may, from time to time after delivery of its financial statements for the fiscal year ending December 31, 2011, agree that such Lenders shall make, obtain or increase the amount of their Incremental Term Loans or Revolving Commitments, as applicable, by executing and delivering to the Administrative Agents Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involved, (ii) the applicable Increased Facility Closing Date, Date and (iii) in the case of Incremental Term Loans, (x) the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans, which shall comply with Section 2.3(b2.1.3(d) and (zy) the Applicable Margin for such Incremental Term Loans; provided, that if the total yield (i) (I) calculated for both the Incremental Term Loans and the Term Loans, including the upfront fees and any interest rate margins with floors) in respect to of any Incremental Tranche A Facility shall not be greater than the interest rate with respect to any then outstanding Tranche A Term Loans plus 0.75% per annum unless exceeds the interest rate applicable to total yield for the applicable Tranche A existing Term Loans, the Applicable Margin for the Term Loans is shall be increased so that the interest rate applicable to the Incremental Tranche A Facility does not exceed the interest rate applicable to the applicable Tranche A Term Loans by more than 0.75% per annum and (II) the interest rate margins with total yield in respect to any Incremental Tranche B Facility shall not be greater than the interest rate with respect to any then outstanding Tranche B Term Loans (if any) plus 0.75% per annum unless the interest rate applicable to the applicable Tranche B Term Loans is increased so that the interest rate applicable to the Incremental Tranche B Facility does not exceed the interest rate applicable to the applicable Tranche B Term Loans by more than 0.75% per annum; provided that in determining the applicable interest rates applicable to loans and/or commitments incurred pursuant to each of the Incremental Term Loans, the Tranche A Term Loans and any Tranche B Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of the Tranche A Term Loans, any Tranche B Term Loans or the Incremental Term Facility, in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), but in each case, exclusive of any arrangement, structuring or other fees payable in connection with such Incremental Term Loans and (y) if is no higher than the Incremental Term Facility includes an interest rate floor different than any interest rate floor applicable to total yield for the Tranche A Term Loans or any Tranche B existing Term Loans, such difference shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin under the Tranche A Term Loans or any Tranche B Term Loans, shall be required, (ii) after giving pro forma effect to the incurrence of Indebtedness on such Increased Facility Activation Date (assuming any increase in commitments under the Revolving Facility were fully drawn), the Borrower shall be in compliance with the covenants set forth in Section 7.1 recomputed as of the last day of the most recently ended four quarters period, (iii) (x) the weighted average life to maturity of any . All Incremental Term Facility (other than any Tranche B Term Loans) shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche A Term Loans and (y) the weighted average life to maturity of any Incremental Term Facility that consists of any Tranche B Term Loans shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche B Term Loans, (iv) any Incremental Tranche B Facility may have customary call-protection, including “soft-call” protection in connection with any repricing transaction, (v) any Incremental Tranche B Facility may also, to the extent so provided in the applicable Increased Facility Activation Notice, specify whether (v) the applicable Tranche B Term Lenders shall have any voting rights in respect of the financial covenants under this Agreement (including, without limitation, Section 7.1 hereof) (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such voting rights, all then outstanding Tranche B Term Loans shall also have similar voting rights), (w) any breach of such covenants would result in a Default or Event of Default for such Tranche B Term Lenders prior to an acceleration of Commitments and/or Loans by the applicable Lenders in accordance with the terms hereof as a result of such breach (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such a default, all then outstanding Tranche B Term Loans shall also have a similar default), (x) any such Tranche B Term Loans will be subject to an Excess Cash Flow mandatory prepayment based mature on a percentage (with step-downs in such percentage) of Excess Cash Flow to be specified in the applicable Increased Facility Activation Notice (it being understood that any such prepayment may apply to all then outstanding Term Loans also on a ratable basis) and (y) the applicable Tranche B Term Lenders shall be subject to any other representations and warranties, covenants or events of default that are different from the terms set forth in this Agreement as of the date of the incurrence of such Indebtedness but are customary for “B” term loans at the time of incurrence thereof; provided, that, such Tranche B Term Loans shall not have representations and warranties, covenants or events of default that are more restrictive, taken as a whole, than the representations and warranties, covenants or events of default set forth in this Agreement as of the date of incurrence of such Indebtedness unless such representations and warranties, covenants or events of default apply also to all other then outstanding Term Loans or only apply after the latest maturity date then applicable to any Tranche B Term Loans) and (z) such Incremental Term Loans which are Tranche B Term Loans will have a minimum amount for assignments in the amount of $500,000 (unless an exception set forth in Section 10.6 applies), (vi) no Incremental Term Loans or increased Revolving Commitments shall be (x) secured by any collateral that is not Collateral securing this Agreement as of the date of incurrence of such Indebtedness or (y) guaranteed by any guarantor that is not a Guarantor of this Agreement as of the date of incurrence of such Indebtedness and (vii) the Administrative Agent shall have received such legal opinions, board resolutions, officers’ certificates, reaffirmation agreements and other documentation as it shall reasonably requestLoan Maturity Date. Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of borrowings of Incremental Term Loans and the aggregate amount of incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed the difference between (A) the Maximum Incremental Amount and (B) the cumulative amount of Indebtedness incurred pursuant to Section 7.2(k) $200,000,000 and (ii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 25,000,000 and (y) no more than 5 four Increased Facility Closing Dates may be selected by the Borrower after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.

Incremental Facilities. (a) The Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Incremental Term Loans or Revolving Commitments, as applicable, by executing and delivering to the Administrative Agents an Increased Facility Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involved, (ii) the applicable Increased Facility Closing Date, Date and (iii) in the case of Incremental Term Loans, (x) the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans, which shall comply with Section 2.3(b) 2.3(c), and (z) the Applicable Margin for such Incremental Term Loans; provided, that (i) (I) the interest rate margins with respect to any Incremental Tranche A Facility Term Loans shall not be greater than the interest rate with respect to any then outstanding Incremental Term Loans that have customary terms for senior secured term A loans (an “Incremental Term A Facility”) as determined by the board of directors of the Borrower in good faith based on the expected lenders, amortization, tenor and other material terms of such Incremental Term Loans, shall not be greater than the interest rate with respect to any Tranche A Term Loans plus 0.750.50% per annum unless the interest rate applicable to the applicable all Tranche A Term Loans is increased so that the interest rate applicable to the Incremental Tranche Term A Facility does not exceed the interest rate applicable to the applicable all Tranche A Term Loans by more than 0.75% per annum and (II) the interest rate margins with respect to any Incremental Tranche B Facility shall not be greater than the interest rate with respect to any then outstanding Tranche B Term Loans (if any) plus 0.75% per annum unless the interest rate applicable to the applicable Tranche B Term Loans is increased so that the interest rate applicable to the Incremental Tranche B Facility does not exceed the interest rate applicable to the applicable Tranche B Term Loans by more than 0.750.50% per annum; provided that in determining the applicable interest rates applicable to loans and/or commitments incurred pursuant to each of the Incremental Term Loans, the Tranche A Term Loans and any Tranche B Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of the Tranche A Term Loans, any Tranche B Term Loans or the Incremental Term Facility, in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), but in each case, exclusive of any arrangement, structuring or other fees payable in connection with such Incremental Term Loans and (y) if the Incremental Term Facility includes an interest rate floor different than any interest rate floor applicable to the Tranche Term A Term Loans or any Tranche B Term Loans, such difference shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin under the Tranche A Term Loans or any Tranche B Term Loans, shall be required, (ii) after giving pro forma effect to the incurrence of Indebtedness on such Increased Facility Activation Date (assuming any increase in commitments under the Revolving Facility were fully drawn), the Borrower shall be in compliance with the covenants set forth in Section 7.1 recomputed as of the last day of the most recently ended four quarters period, (iii) (x) the weighted average life to maturity of any Incremental Term Facility (other than any Tranche B Term Loans) shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche A Term Loans and (y) the weighted average life to maturity of any Incremental Term Facility that consists of any Tranche B Term Loans shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche B Term Loans, (iv) any Incremental Tranche B Facility may have customary call-protection, including “soft-call” protection in connection with any repricing transaction, (v) any Incremental Tranche B Facility may also, to the extent so provided in the applicable Increased Facility Activation Notice, specify whether (v) the applicable Tranche B Term Lenders shall have any voting rights in respect of the financial covenants under this Agreement (including, without limitation, Section 7.1 hereof) (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such voting rights, all then outstanding Tranche B Term Loans shall also have similar voting rights), (w) any breach of such covenants would result in a Default or Event of Default for such Tranche B Term Lenders prior to an acceleration of Commitments and/or Loans by the applicable Lenders in accordance with the terms hereof as a result of such breach (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such a default, all then outstanding Tranche B Term Loans shall also have a similar default), (x) any such Tranche B Term Loans will be subject to an Excess Cash Flow mandatory prepayment based on a percentage (with step-downs in such percentage) of Excess Cash Flow to be specified in the applicable Increased Facility Activation Notice (it being understood that any such prepayment may apply to all then outstanding Term Loans also on a ratable basis) and (y) the applicable Tranche B Term Lenders shall be subject to any other representations and warranties, covenants or events of default that are different from the terms set forth in this Agreement as of the date of the incurrence of such Indebtedness but are customary for “B” term loans at the time of incurrence thereof; provided, that, such Tranche B Term Loans shall not have representations and warranties, covenants or events of default that are more restrictive, taken as a whole, than the representations and warranties, covenants or events of default set forth in this Agreement as of the date of incurrence of such Indebtedness unless such representations and warranties, covenants or events of default apply also to all other then outstanding Term Loans or only apply after the latest maturity date then applicable to any Tranche B Term Loans) and (z) such Incremental Term Loans which are Tranche B Term Loans will have a minimum amount for assignments in the amount of $500,000 (unless an exception set forth in Section 10.6 applies), (vi) no Incremental Term Loans or increased Revolving Commitments shall be (x) secured by any collateral that is not Collateral securing this Agreement as of the date of incurrence of such Indebtedness or (y) guaranteed by any guarantor that is not a Guarantor of this Agreement as of the date of incurrence of such Indebtedness and (vii) the Administrative Agent shall have received such legal opinions, board resolutions, officers’ certificates, reaffirmation agreements and other documentation as it shall reasonably request. Notwithstanding the foregoing, (i) the aggregate amount of borrowings of Incremental Term Loans and the aggregate amount of incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed the difference between (A) the Maximum Incremental Amount and (B) the cumulative amount of Indebtedness incurred pursuant to Section 7.2(k) and (ii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 and (y) no more than 5 Increased Facility Closing Dates may be selected by the Borrower after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.

Incremental Facilities. (a) The Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Incremental Term Loans (an “Incremental Term Loan Facility”) or Revolving Credit Commitments (“Increased Revolving Credit Commitments”; together with any Incremental Term Loan Facility, the “Incremental Facilities”), as applicable, by executing and delivering to the Administrative Agents Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involvedincrease, (ii) the applicable Increased Facility Closing Date, (iii) in the case of Incremental Term Loans, (x) the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans, which shall comply with Section 2.3(b) and (z) the Applicable Margin for such Incremental Term Loans; provided, provided that (i) (I) subject to the interest rate margins Borrower’s right to make an LCT Election with respect to any Limited Condition Transaction, in which case, Section 1.3(b) shall apply, no Default or Event of Default exists or would exist after giving effect to such Incremental Tranche A Facility and the incurrence of any Loans thereunder on the applicable Increased Facility Closing Date, (ii)(x) the maturity date of any such Incremental Term Loan Facility shall not be greater no earlier than (but may be the same as) the Latest Term Maturity Date of any Loans or Commitments outstanding as of the time of the issuance thereof, and (y) the Weighted Average Life to Maturity of any such Incremental Term Loan Facility shall be no shorter than the interest rate with respect Weighted Average Life to any then Maturity (determined without giving effect to voluntary prepayments that reduce amortization of term loans outstanding Tranche A Term Loans plus 0.75% per annum unless the interest rate applicable to the applicable Tranche A Term Loans is increased so that the interest rate applicable to the Incremental Tranche A Facility does not exceed the interest rate applicable to the applicable Tranche A Term Loans by more than 0.75% per annum and (II) the interest rate margins with respect to any Incremental Tranche B Facility shall not be greater than the interest rate with respect to any then outstanding Tranche B Term Loans (if any) plus 0.75% per annum unless the interest rate applicable to the applicable Tranche B Term Loans is increased so that the interest rate applicable to the Incremental Tranche B Facility does not exceed the interest rate applicable to the applicable Tranche B Term Loans by more than 0.75% per annum; provided that in determining the applicable interest rates applicable to loans and/or commitments incurred pursuant to each as of the Incremental Term Loans, the Tranche A Term Loans and any Tranche B Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders time of the issuance thereof) of the Existing Tranche A Term Loans, (iii) the interest rates and amortization schedule applicable to any Tranche B Term Loans or the Incremental Term FacilityLoan Facility shall be determined by the Borrower and the lenders thereunder, (iv) subject to the Borrower’s right to make an LCT Election with respect to any Limited Condition Transaction, in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), but in each which case, exclusive of any arrangement, structuring or other fees payable in connection with such Incremental Term Loans and (ySection 1.3(b) if the Incremental Term Facility includes an interest rate floor different than any interest rate floor applicable to the Tranche A Term Loans or any Tranche B Term Loans, such difference shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin under the Tranche A Term Loans or any Tranche B Term Loans, shall be required, (ii) after giving pro forma effect to the incurrence of Indebtedness on such Increased Facility Activation Date (assuming any increase in commitments under the Revolving Facility were fully drawn)apply, the Borrower shall be in compliance Pro Forma Compliance with the covenants set forth Financial Covenants (such calculation to be made (I) assuming in Section 7.1 recomputed as of the last day of the most recently ended four quarters period, (iii) (x) the weighted average life to maturity case of any Incremental Term Facility (other than any Tranche B Term Loans) shall Revolving Credit Commitments, that the full amount thereof is to be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche A Term Loans drawn and (yII) the weighted average life to maturity any proceeds of any Incremental Term Facility that consists of any Tranche B Term Loans shall be not shorter than the then remaining weighted average life to maturity disregarded in any netting calculations in determination of the then-existing Tranche B Term Loans, (ivsuch Financial Covenants) any Incremental Tranche B Facility may have customary call-protection, including “soft-call” protection in connection with any repricing transaction, and (v) any Incremental Tranche B Facility may also, Increased Revolving Credit Commitments shall be on terms and pursuant to documentation applicable to the extent so provided in Revolving Credit Facility (including the applicable Increased Facility Activation Notice, specify whether (v) the applicable Tranche B Term Lenders shall have any voting rights maturity date in respect of the financial covenants under this Agreement (including, without limitation, Section 7.1 hereof) (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such voting rights, all then outstanding Tranche B Term Loans shall also have similar voting rights), (w) any breach of such covenants would result in a Default or Event of Default for such Tranche B Term Lenders prior to an acceleration of Commitments and/or Loans by the applicable Lenders in accordance with the terms hereof as a result of such breach (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such a default, all then outstanding Tranche B Term Loans shall also have a similar default), (x) any such Tranche B Term Loans will be subject to an Excess Cash Flow mandatory prepayment based on a percentage (with step-downs in such percentage) of Excess Cash Flow to be specified in the applicable Increased Facility Activation Notice (it being understood that any such prepayment may apply to all then outstanding Term Loans also on a ratable basisthereof) and (y) the applicable Tranche B any Incremental Term Lenders Loan Facility shall be subject on terms and pursuant to any other representations documentation agreed to between the Borrower and warranties, covenants or events of default that are different from the terms set forth in this Agreement as of the date of the incurrence of such Indebtedness but are customary for “B” term loans at the time of incurrence thereof; provided, that, such Tranche B Term Loans shall not have representations and warranties, covenants or events of default that are more restrictive, taken as a whole, than the representations and warranties, covenants or events of default set forth in this Agreement as of the date of incurrence of such Indebtedness unless such representations and warranties, covenants or events of default apply also to all other then outstanding Term Loans or only apply after the latest maturity date then applicable to any Tranche B Term Loans) and (z) Person providing such Incremental Term Loans which are Tranche B Term Loans will have a minimum amount for assignments in the amount of $500,000 (unless an exception set forth in Section 10.6 applies), (vi) no Incremental Term Loans or increased Revolving Commitments shall be (x) secured by any collateral that is not Collateral securing this Agreement as of the date of incurrence of such Indebtedness or (y) guaranteed by any guarantor that is not a Guarantor of this Agreement as of the date of incurrence of such Indebtedness and (vii) the Administrative Agent shall have received such legal opinions, board resolutions, officers’ certificates, reaffirmation agreements and other documentation as it shall reasonably requestLoan Facility. Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of borrowings of Incremental Term Loans and the aggregate amount of incremental Increased Revolving Credit Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed the difference between (A) the Maximum Incremental Facilities Amount and (B) the cumulative amount of Indebtedness incurred pursuant to Section 7.2(k) and (ii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 and 15,000,000 (y) no more than 5 Increased Facility Closing Dates may be selected by or such lesser amount of the Borrower after the Closing DateIncremental Facilities Amount then unused). No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.

Incremental Facilities. (a) The At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower and any may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add additional Term Loans or add one or more Lenders additional tranches of term loans (including New Lenders) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Incremental Term Loans or Revolving Commitments, as applicable, by executing and delivering to the Administrative Agents an Increased Facility Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involved, (ii) the applicable Increased Facility Closing Date, (iii) in the case of “Incremental Term Loans”; each such increase or tranche, an “Incremental Facility). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities shall not exceed an amount equal to $125.0 million (x) the applicable “Non-Ratio-Based Incremental Term Maturity Date, Facility Cap”); provided that the Borrower may incur additional Incremental Facilities without regard to the Non-Ratio-Based Incremental Facility Cap (y) the amortization schedule for each such Incremental Term LoansFacility, which shall comply with Section 2.3(ba “Ratio-Based Incremental Facility”) and so long as (zA) the Applicable Margin for such Incremental Term Loans; provided, that (i) (I) the interest rate margins with respect to any such Incremental Tranche A Facility shall not be greater secured on a pari passu basis with the Obligations, the Senior Secured First Lien Net Leverage Ratio, determined on a Pro Forma Basis, is equal to or less than the interest rate Closing Date Senior Secured First Lien Net Leverage Ratio, (B) with respect to any then outstanding Tranche A Term Loans plus 0.75% per annum unless the interest rate applicable such Incremental Facility secured on a junior basis to the applicable Tranche A Term Loans Obligations, the Senior Secured Net Leverage Ratio, determined on a Pro Forma Basis, is increased so that equal to or less than the interest rate applicable to the Incremental Tranche A Facility does not exceed the interest rate applicable to the applicable Tranche A Term Loans by more than 0.75% per annum and Closing Date Senior Secured Net Leverage Ratio or (IIC) the interest rate margins with respect to any such unsecured Incremental Tranche B Facility shall not be greater Facility, the Total Net Leverage Ratio, determined on a Pro Forma Basis, is equal to or less than the interest rate with respect to any then outstanding Tranche B Term Loans (if any) plus 0.75% per annum unless the interest rate applicable to the applicable Tranche B Term Loans is increased so that the interest rate applicable to the Closing Date Total Net Leverage Ratio. Each tranche of Incremental Tranche B Facility does not exceed the interest rate applicable to the applicable Tranche B Term Loans by more than 0.75% per annum; provided that in determining the applicable interest rates applicable to loans and/or commitments incurred pursuant to each of the Incremental Term Loans, the Tranche A Term Loans and any Tranche B Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of the Tranche A Term Loans, any Tranche B Term Loans or the Incremental Term Facility, in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), but in each case, exclusive of any arrangement, structuring or other fees payable in connection with such Incremental Term Loans and (y) if the Incremental Term Facility includes an interest rate floor different than any interest rate floor applicable to the Tranche A Term Loans or any Tranche B Term Loans, such difference shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin under the Tranche A Term Loans or any Tranche B Term Loans, shall be required, (ii) after giving pro forma effect to the incurrence of Indebtedness on such Increased Facility Activation Date (assuming any increase in commitments under the Revolving Facility were fully drawn), the Borrower shall be in compliance with the covenants set forth in Section 7.1 recomputed as of the last day of the most recently ended four quarters period, (iii) (x) the weighted average life to maturity of any Incremental Term Facility (other than any Tranche B Term Loans) shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche A Term Loans and (y) the weighted average life to maturity of any Incremental Term Facility that consists of any Tranche B Term Loans shall be in an integral multiple of $1.0 million and in an aggregate principal amount that is not shorter less than $15.0 million (or such lesser minimum amount approved by the Administrative Agent in its reasonable discretion); provided that such amount may be less than the then applicable minimum amount or integral multiple amount if such amount represents all the remaining weighted average life to maturity of availability under the thenNon-existing Tranche B Term Loans, (iv) any Ratio-Based Incremental Tranche B Facility may have customary call-protection, including “soft-call” protection in connection with any repricing transaction, (v) any Incremental Tranche B Facility may also, to the extent so provided in the applicable Increased Facility Activation Notice, specify whether (v) the applicable Tranche B Term Lenders shall have any voting rights Cap or in respect of the financial covenants under this Agreement (including, without limitation, Section 7.1 hereof) (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such voting rights, all then outstanding Tranche B Term Loans shall also have similar voting rights), (w) any breach of such covenants would result in a Default or Event of Default for such Tranche B Term Lenders prior to an acceleration of Commitments and/or Loans by the applicable Lenders in accordance with the terms hereof as a result of such breach (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such a default, all then outstanding Tranche B Term Loans shall also have a similar default), (x) any such Tranche B Term Loans will be subject to an Excess Cash Flow mandatory prepayment based on a percentage (with stepRatio-downs in such percentage) of Excess Cash Flow to be specified in the applicable Increased Facility Activation Notice (it being understood that any such prepayment may apply to all then outstanding Term Loans also on a ratable basis) and (y) the applicable Tranche B Term Lenders shall be subject to any other representations and warranties, covenants or events of default that are different from the terms set forth in this Agreement as of the date of the incurrence of such Indebtedness but are customary for “B” term loans at the time of incurrence thereof; provided, that, such Tranche B Term Loans shall not have representations and warranties, covenants or events of default that are more restrictive, taken as a whole, than the representations and warranties, covenants or events of default set forth in this Agreement as of the date of incurrence of such Indebtedness unless such representations and warranties, covenants or events of default apply also to all other then outstanding Term Loans or only apply after the latest maturity date then applicable to any Tranche B Term Loans) and (z) such Based Incremental Term Loans which are Tranche B Term Loans will have a minimum amount for assignments in the amount of $500,000 (unless an exception set forth in Section 10.6 applies), (vi) no Incremental Term Loans or increased Revolving Commitments shall be (x) secured by any collateral that is not Collateral securing this Agreement as of the date of incurrence of such Indebtedness or (y) guaranteed by any guarantor that is not a Guarantor of this Agreement as of the date of incurrence of such Indebtedness and (vii) the Administrative Agent shall have received such legal opinions, board resolutions, officers’ certificates, reaffirmation agreements and other documentation as it shall reasonably request. Notwithstanding the foregoing, (i) the aggregate amount of borrowings of Incremental Term Loans and the aggregate amount of incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed the difference between (A) the Maximum Incremental Amount and (B) the cumulative amount of Indebtedness incurred pursuant to Section 7.2(k) and (ii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 and (y) no more than 5 Increased Facility Closing Dates may be selected by the Borrower after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretionFacilities.

Incremental Facilities. (a) The Borrower Representative and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Incremental Term Loans or Revolving Commitments (any such increased revolving commitments, “Incremental Revolving Commitments”), as applicable, by executing and delivering to the Administrative Agents Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involved, (ii) the applicable Increased Facility Closing Date, Date and (iii) in the case of Incremental Term Loans, (x) the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans; provided that the weighted average life to maturity of such Incremental Term Loans shall not (1) in the case of Incremental Term Loans incurred by the U.S. Borrower be shorter than the remaining weighted average life to maturity of the U.S. Term A Loans or (2) in the case of Incremental Term Loans incurred by the Canadian Borrower be shorter than the remaining weighted average life to maturity of the Canadian Term A Loans, which or, to the extent such Incremental Term Loans are intended to be fungible with the U.S. Term A Loans or Canadian Term A Loans, as applicable, such greater amounts as shall comply permit such Incremental Term Loans to be fungible with Section 2.3(b) the applicable Term A Loans, and (z) the Applicable Margin for such Incremental Term Loans; provided, that (i) (I) the interest rate margins with respect to any Incremental Tranche A Facility shall not be greater than the interest rate with respect to any then outstanding Tranche A Term Loans plus 0.75% per annum unless the interest rate applicable to the applicable Tranche A Term Loans is increased so that the interest rate applicable to the Incremental Tranche A Facility does not exceed the interest rate applicable to the applicable Tranche A Term Loans by more than 0.75% per annum and (II) the interest rate margins with respect to any Incremental Tranche B Facility shall not be greater than the interest rate with respect to any then outstanding Tranche B Term Loans (if any) plus 0.75% per annum unless the interest rate applicable to the applicable Tranche B Term Loans is increased so that the interest rate applicable to the Incremental Tranche B Facility does not exceed the interest rate applicable to the applicable Tranche B Term Loans by more than 0.75% per annum; provided that in determining the applicable interest rates applicable to loans and/or commitments incurred pursuant to each of the Incremental Term Loans, the Tranche A Term Loans and any Tranche B Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of the Tranche A Term Loans, any Tranche B Term Loans or the Incremental Term Facility, in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), but in each case, exclusive of any arrangement, structuring or other fees payable in connection with such Incremental Term Loans and (y) if the Incremental Term Facility includes an interest rate floor different than any interest rate floor applicable to the Tranche A Term Loans or any Tranche B Term Loans, such difference shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin under the Tranche A Term Loans or any Tranche B Term Loans, shall be required, (ii) after giving pro forma effect to the incurrence of Indebtedness on such Increased Facility Activation Date (assuming any increase in commitments under the Revolving Facility were fully drawn), the Borrower shall be in compliance with the covenants set forth in Section 7.1 recomputed as of the last day of the most recently ended four quarters period, (iii) (x) the weighted average life to maturity of any Incremental Term Facility (other than any Tranche B Term Loans) shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche A Term Loans and (y) the weighted average life to maturity of any Incremental Term Facility that consists of any Tranche B Term Loans shall be not shorter than the then remaining weighted average life to maturity of the then-existing Tranche B Term Loans, (iv) any Incremental Tranche B Facility may have customary call-protection, including “soft-call” protection in connection with any repricing transaction, (v) any Incremental Tranche B Facility may also, to the extent so provided in the applicable Increased Facility Activation Notice, specify whether (v) the applicable Tranche B Term Lenders shall have any voting rights in respect of the financial covenants under this Agreement (including, without limitation, Section 7.1 hereof) (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such voting rights, all then outstanding Tranche B Term Loans shall also have similar voting rights), (w) any breach of such covenants would result in a Default or Event of Default for such Tranche B Term Lenders prior to an acceleration of Commitments and/or Loans by the applicable Lenders in accordance with the terms hereof as a result of such breach (it being agreed that if any Subsequently Incurred Tranche B Term Loans shall have such a default, all then outstanding Tranche B Term Loans shall also have a similar default), (x) any such Tranche B Term Loans will be subject to an Excess Cash Flow mandatory prepayment based on a percentage (with step-downs in such percentage) of Excess Cash Flow to be specified in the applicable Increased Facility Activation Notice (it being understood that any such prepayment may apply to all then outstanding Term Loans also on a ratable basis) and (y) the applicable Tranche B Term Lenders shall be subject to any other representations and warranties, covenants or events of default that are different from the terms set forth in this Agreement as of the date of the incurrence of such Indebtedness but are customary for “B” term loans at the time of incurrence thereof; provided, that, such Tranche B Term Loans shall not have representations and warranties, covenants or events of default that are more restrictive, taken as a whole, than the representations and warranties, covenants or events of default set forth in this Agreement as of the date of incurrence of such Indebtedness unless such representations and warranties, covenants or events of default apply also to all other then outstanding Term Loans or only apply after the latest maturity date then applicable to any Tranche B Term Loans) and (z) such Incremental Term Loans which are Tranche B Term Loans will have a minimum amount for assignments in the amount of $500,000 (unless an exception set forth in Section 10.6 applies), (vi) no Incremental Term Loans or increased Revolving Commitments shall be (x) secured by any collateral that is not Collateral securing this Agreement as of the date of incurrence of such Indebtedness or (y) guaranteed by any guarantor that is not a Guarantor of this Agreement as of the date of incurrence of such Indebtedness and (vii) the Administrative Agent shall have received such legal opinions, board resolutions, officers’ certificates, reaffirmation agreements and other documentation as it shall reasonably request. Notwithstanding the foregoing, (i) the aggregate amount of borrowings of Incremental Term Loans and the aggregate amount of incremental Incremental Revolving Commitments obtained after the Closing Date pursuant to this paragraph Section 2.24 shall not exceed the difference between $100,000,000, (Aii) the Maximum Incremental Amount Term Facilities (x) in the case of Incremental Term Loans incurred by the U.S. Borrower 509265-2072-11662-ACTIVE.44337519 shall rank pari passu in right of payment and security with the U.S. Term A Loans and shall not be guaranteed other than by U.S. Loan Parties or secured by any assets other than Collateral of the U.S. Loan Parties and (By) in the cumulative amount case of Indebtedness Incremental Term Loans incurred pursuant to Section 7.2(k) by the Canadian Borrower shall rank pari passu in right of payment and security with the Canadian Term A Loans and shall not be guaranteed other than by the Loan Parties or secured by any assets other than Collateral of the Loan Parties, (iiiii) without the consent of the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 25,000,000 and (y) no more than 5 five Increased Facility Closing Dates may be selected by the Borrower Representative after the Closing Restatement Effective Date, (iv) subject to clauses (i) through (iii) of the first sentence of this Section 2.24(a), (x) the terms of any Incremental Term Loans shall be substantially the same as the terms of the U.S. Term A Loans or the Canadian Term A Loans, as applicable, unless otherwise reasonably satisfactory to the Administrative Agent (it being understood that no consent of the Administrative Agent shall be required for terms that are more restrictive to the Group Members than those applicable in respect of the applicable Term A Loans if the Lenders under all outstanding Facilities receive the benefits of such more restrictive terms) and (y) the terms of any Incremental Revolving Commitments shall be the same as the terms of the Revolving Commitments and (z) no Incremental Term Loans or Incremental Revolving Commitments may be effected unless (1) both immediately prior to and immediately after giving effect to the effectiveness thereof, no Default or Event of Default shall have occurred and be continuing (or, in the case of Incremental Acquisition Debt, no Event of Default under Section 8(a) or Section 8(f) shall have occurred and be continuing on the date of effectiveness thereof); (2) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or in all respects, if qualified by materiality), in each case on and as of such date; provided, that to the extent such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects (or in all respects if qualified by materiality) as of such earlier date (or, in the case of Incremental Acquisition Debt, on the date of effectiveness thereof, (x) the Specified Representations shall be true and correct in all material respects (or in all respects, if qualified by materiality) on and as of such date; provided, that to the extent such Specified Representations specifically refer to an earlier date, they are true and correct in all material respects (or in all respects if qualified by materiality) as of such earlier date and (y) the Specified Acquisition Agreement Representations shall be true and correct, in each case on and as of such date; provided, that to the extent such Specified Acquisition Agreement Representations specifically refer to an earlier date, they are true and correct as of such earlier date); and (3) Holdings and the Borrowers shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents (including reaffirmation agreements, supplements and/or amendments to the Security Documents) as shall reasonably be requested by the Administrative Agent in connection therewith. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.